RENASANT CORP

Notes to the Consolidated Financial Statements (Unaudited)

Note 1 –Summary of Significant Accounting Policies

Nature of Operations: Renasant Corporation (referred to herein as the “Company”) owns and operates Renasant Bank (“Renasant Bank” or the “Bank”) and Park Place Capital Corporation. Through its subsidiaries, the Company offers a diversified range of financial, wealth management and fiduciary 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 statement of the results for the interim periods presented 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, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026.

In conjunction with applicable accounting standards, all material subsequent events have been either recognized in the Consolidated Financial Statements or disclosed in the Notes to the Consolidated Financial Statements. There were no other material subsequent events to disclose for the current period.

Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and such differences may be material. Material estimates that are particularly susceptible to change include the allowance for credit losses and the fair value of assets acquired and liabilities assumed as part of a business combination.

Loans acquired in a business combination: Loans acquired in a business combination are recognized on the acquisition date at their purchase price plus an allowance for credit losses (“ACL”) established at acquisition. The ACL recognized at acquisition for purchased credit deteriorated loans and purchased seasoned loans is recorded through a gross-up that increases the amortized cost basis of the asset with no effect on net income at acquisition. The sum of the loan’s purchase price and the ACL gross-up becomes the loan’s initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium. Any noncredit discount is accreted into interest income using the effective interest method over the remaining contractual life of the loan, adjusted for estimated prepayments.

Equity investments: Equity investments which are not required to be consolidated are included in the “Other assets” line on the Consolidated Balance Sheets. For equity investments with a readily determinable fair value, the Company records these investments at fair value, with unrealized gains and losses recognized in the line item “Other noninterest income” on the Consolidated Statements of Income. For equity investments without a readily determinable fair value, the Company accounts for them under one of the following methods:

•Fair value through net income (the fair value option): The investments are recorded at fair value with unrealized gains and losses recognized in the line item “Other noninterest income” on the Consolidated Statements of Income. These investments include certain private equity, fintech, and real estate limited partnership investments.

•Cost method: this method is required for certain investments (including, for example, Federal Reserve and Federal Home Loan Bank stock). These investments are recorded at cost less any impairment, with any gains or losses recognized in the line item “Other noninterest income” on the Consolidated Statements of Income.

•Measurement alternative: this method is used for investments without readily determinable fair values, over which the Company: (1) does not have the ability to exert significant influence, (2) for which the company has not elected the fair value option or the proportional amortization method and (3) is not required to use the cost method. These investments are recorded at cost and are remeasured to fair value when either: (A) an observable price change occurs in an orderly transaction of the same or similar security of the same issuer; or (B) impairment. Gains and losses are recognized in the line item “Other noninterest income” on the Consolidated Statements of Income.

•Proportional amortization method: This method is applied to affordable housing and renewable energy investments if certain eligibility criteria are met. The investments are initially recognized at cost plus unfunded commitments that are either legally binding, or contingent but probable. These investments are amortized in proportion to the income tax credits received, using the practical expedient. The amortization of the investments and the related tax impacts are recognized on a net basis in the line item “Income taxes” on the Consolidated Statements of Income.

Impact of Recently-Issued Accounting Standards and Pronouncements:

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03,“Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”(“ASU 2024-03”), which amends the disclosure requirements in the notes to financial statements of specified information about certain costs and expenses. ASU 2024-03 will be effective for annual reporting periods beginning with the December 31, 2027 Form 10-K and for interim periods beginning with the March 31, 2028 Form 10-Q, and is not expected to have a significant impact on the Company’s financial statements.

On April 1, 2026, the Company early adopted ASU 2025-08,“Financial Instruments - Credit Losses (Topic 326): Purchased Loans” (“ASU 2025-08”), which amends the guidance on accounting for purchased loans under the current expected credit losses model (“CECL”). The amendments clarify and refine the measurement and recognition requirements for purchased financial assets with credit deterioration and other purchased loans, including guidance on determining the initial allowance for credit losses, the treatment of noncredit discounts and premiums, and subsequent measurement considerations. ASU 2025-08 was applied prospectively to the factoring business combination completed on April 30, 2026, as discussed in Note 2, “Mergers and Acquisitions.”

In November 2025, the FASB issued ASU 2025-09,“Derivatives and Hedging (Topic 815): Hedge Accounting Improvements” (“ASU 2025-09”), which enables entities to apply hedge accounting to a greater number of highly effective economic hedges in the following areas: (1) similar risk assessment for cash flow hedges, (2) hedging forecasted interest payments on choose-your-rate debt instruments, (3) cash flow hedges of nonfinancial forecasted transactions, (4) net written options as hedging instruments, and (5) foreign-currency-denominated debt instrument as hedging instrument and hedged item (dual hedge). ASU 2025-09 will be effective January 1, 2028, and is not expected to have a material impact on the Company’s consolidated financial position or results of operations, but it may affect the timing and presentation of gains and losses related to hedging activities and result in expanded disclosures.

In October 2023, the FASB issued ASU 2023-06,“Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which amends guidance to incorporate certain disclosure requirements adopted by the SEC. These amendments will be effective when or if the SEC removes corresponding requirements from regulations S-K or S-X. This ASU is not expected to have a significant impact on the Company’s financial statements.

Note 2 –Mergers and Acquisitions

(Dollar Amounts In Thousands, Except Share Data)

Acquisition of The First Bancshares, Inc. (“The First”)

Effective April 1, 2025, the Company completed its acquisition by merger of The First, the parent company of The First Bank, in a transaction valued at approximately $1,052,690. The Company issued 30,811,851 shares of common stock and paid approximately $1,869, net of tax benefit, to The First stock option holders for 100% of the voting equity interest in The First. At closing, The First merged with and into the Company, with the Company the surviving corporation in the merger; immediately thereafter, The First Bank merged with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger. Before the merger, The First operated 116 banking locations throughout Louisiana, Mississippi, Alabama, Georgia and Florida. No transaction costs were incurred during the three or nine months ended September 30, 2026. The Company incurred transaction costs of $17,494 and $38,764 during the three and nine months ended September 30, 2025, respectively. These transaction costs are reported in the line item “Merger and conversion related expenses” in the Consolidated Statements of Income.

The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at estimated fair values as of the acquisition date. The Company recorded approximately $584,499 in intangible assets, which consisted of goodwill of $419,023, a core deposit intangible of $159,610 and a customer relationship intangible of $5,866 associated with Southwest Georgia Insurance Services, Inc. (“SGIS”), The First’s wholly-owned insurance agency subsidiary. Goodwill resulted from a combination of revenue enhancements from expansion in existing markets and efficiencies resulting from operational synergies. The fair value of the core deposit intangible is being amortized over its estimated useful life, currently expected to be approximately 10 years. The goodwill is not deductible for income tax purposes. On December 31, 2025, substantially all of the assets and certain liabilities of SGIS, including the customer relationship intangible, were sold, with no gain or loss recognized on the sale.

The Company assumed the outstanding short-term borrowings and long-term debt of The First. Short-term borrowings consisted of $298,250 in short-term advances from the Federal Home Loan Bank. Long-term debt consisted of $95,262 and $25,653 in subordinated notes and junior subordinated debentures, respectively.

The following table summarizes the calculation of the purchase price in connection with the Company’s merger with The First:

The following table summarizes the fair value on April 1, 2025 of assets acquired and liabilities assumed on that date in connection with the merger with The First:

(1) The goodwill resulting from the merger has been assigned to the Community Banks operating segment.

The following table presents additional information related to the acquired loan portfolio at the acquisition date on April 1, 2025:

The Company has determined it is impracticable to disclose stand-alone revenues and earnings for legacy The First since April 1, 2025 due to the merging of certain processes during the second quarter of 2025.

Acquisition of Factoring Business

Effective April 30, 2026, the Company, through the Bank’s subsidiary, Continental Republic Capital, LLC (doing business as “Republic Business Credit”), acquired a 100% ownership interest in certain factoring assets and business processes from REV Capital. This business combination provided the Company with factoring receivables, customer relationships and a contractual workforce, allowing the Company to expand further into the temporary staffing factoring industry.

The transaction was accounted for under the acquisition method. The purchase consideration allocation below is considered preliminary and is subject to revision.

The following tables provide a preliminary allocation of the purchase consideration to the identified assets and goodwill acquired at the acquisition date:

(1) Includes holdback of $1,349.

(2) The goodwill resulting from the acquisition has been assigned to the Community Banks operating segment.

The Company paid cash in the amount of $70,026 less certain holdbacks. In addition, the Company is obligated to pay additional amounts over atwo-year period to REV Capital based on the level of growth of the factoring receivables generated from the existing customer relationships and new customer generation from the contractual workforce (the “Contingent Consideration”). The total undiscounted amount that the Company could pay under the Contingent Consideration arrangement is between $0 and $6,983, plus an additional 5% of the average factoring receivables if certain milestones are met. The fair value of the Contingent Consideration, estimated using a scenario-based probability approach and discounted, was $6,327 as of April 30, 2026 and remains the same as of September 30, 2026. Accordingly, the total fair value of consideration paid, including Contingent Consideration, is $76,353.

The factoring receivables are financial assets that have not experienced more-than-insignificant credit deterioration since origination. Pursuant to ASU 2025-08, since the factoring receivables are purchased seasoned loans, the allowance for credit losses is being recorded using the gross-up method. The factoring receivables, which have short maturities and floating interest rates indexed to benchmark market rates, are being recorded at their net funds employed, which is equal to the receivables acquired, less customer holdbacks.

The Company did not incur significant acquisition-related costs as part of this business combination.

The customer relationship intangible asset represents the value from future factored receivables expected to be generated from the acquired customer base. The contract-based intangible asset represents the additional costs that the Company would incur if it were to acquire an at-market contract similar to a sales channel agreement acquired as part of this acquisition. The customer relationship intangible is being amortized over its expected useful life ofsix years. The contract-based intangible is being amortized over three years. Fair value for the customer relationship was calculated using an income approach based on the multi-period excess earnings method. Fair value for the contract-based intangible was calculated using an income approach based on the with-and-without method.

The goodwill is expected to be fully tax deductible and represents the expected synergies, benefits to our brand, and acquired know-how from the business combination.

Given the nature of the assets acquired and the lack of historical financial data for the acquired assets, the Company has determined that it is impracticable to disclose pro forma financials or revenue and earnings since the date of acquisition.

Pending Acquisition of Commercial Holding Company, Inc. (“Commercial”)

On October 27, 2026, Renasant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Commercial. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Commercial will merge with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation in the Merger. Immediately following the Merger, Commercial’s wholly-owned bank subsidiary, Commercial Bank & Trust Company (“Commercial Bank”), will merge with and into Renasant Bank, with the Bank continuing as the surviving bank in the bank merger. The Merger strengthens the Company’s presence throughout West Tennessee and provides solid, long-tenured deposit and wealth management relationships. As of September 30, 2026, Commercial Bank had approximately $1,100,000 in total assets, $648,000 in total loans and $983,000 in total deposits. The Merger Agreement was unanimously approved by the Board of Directors of each of Renasant and Commercial, and the Merger is expected to close in the first quarter of 2027. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Commercial shareholders.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $1.00 per share, of Commercial will be converted into the right to receive 0.8798 shares of common stock, par value $5.00 per share, of Renasant, with cash to be paid in lieu of any fractional shares. Commercial shareholders are also expected to receive a special dividend of approximately $35,700 prior to closing, subject to regulatory approval.

Note 3 –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 wasno allowance for credit losses recorded on any of the Company’s available for sale securities as of September 30, 2026 or December 31, 2025.

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

No securities were sold during the three or nine months ended September 30, 2026 or the three months ended September 30, 2025. Securities sold during the nine months ended September 30, 2025 are presented in the table below. On April 1, 2025, the Company acquired available for sale securities with a fair value of $1,457,377 as part of the merger with The First. Shortly after the merger, certain securities from this portfolio were sold at carrying value, resulting in no gain or loss on the sale; no other securities were sold during the first nine months of 2025.

At September 30, 2026 and December 31, 2025, securities with a carrying value of $1,451,221 and $1,732,787, respectively, were pledged to secure government, public and trust deposits. Securities with a carrying value of $7,967 were pledged as collateral for short-term borrowings, andno securities were pledged as collateral for derivative instruments, at September 30, 2026. Securities with a carrying value of $9,023 and $18,732 were pledged as collateral for short-term borrowings and derivative instruments, respectively, at December 31, 2025.

The amortized cost and fair value of securities at September 30, 2026 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.

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

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 whether 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 ratings 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 September 30, 2026, the Company did 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, approximately 89% of the fair value of available for sale securities have the explicit backing of the U.S. government or a guarantee from a U.S. government-sponsored enterprise that has the same perceived credit risk as the U.S. 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. 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, and insurance programs. Based upon its review of these factors as of September 30, 2026, 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 on 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 each of September 30, 2026 and December 31, 2025. The Company monitors the credit quality of debt securities held to maturity using bond investment grades assigned by nationally recognized statistical ratings agencies. Updated investment grades are obtained as they become available from agencies. As of September 30, 2026, all of the debt securities held to maturity were rated A or higher by the ratings agencies.

Note 4 –Loans

(In Thousands, Except Number of Loans)

For purposes of this Note 4, 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:

The Company had unearned income of $4,349 and $5,152, unamortized net deferred fees of $8,011 and $1,900 and unamortized purchase accounting discounts, net of premiums, of $123,272 and $161,591 at September 30, 2026 and December 31, 2025, respectively.

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

Interest income recognized on nonaccrual loans for the nine months ended September 30, 2026 and 2025 was immaterial.

Certain Modifications to Borrowers Experiencing Financial Difficulty

The following tables present the amortized cost basis of loans that were experiencing financial difficulty and modified during the three and nine months ended September 30, 2026 and 2025, respectively, by class of financing receivable and by type of modification:

The following tables present the weighted average financial effect of loan modifications by class of financing receivable for the periods presented:

Unused commitments to lend additional funds to borrowers experiencing financial difficulty whose loans were modified totaled $648 and $647 at September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, there were $36 of payment defaults on loans that had been modified by term extension for borrowers experiencing financial difficulty within the preceding twelve months. There wereno such payment defaults in the nine months ended September 30, 2025 .

Loans Pledged

The Federal Home Loan Bank of Dallas (“FHLB”) maintains a blanket lien on the Company’s loan portfolio to be pledged as collateral for various FHLB products. In addition, the Company pledged $1,184,639 and $681,719 of its non-real estate loan portfolio to the Federal Reserve as collateral at the Discount Window at September 30, 2026 and December 31, 2025, respectively.

Credit Quality

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

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

Note 5 –Allowance for Credit Losses

Allowance for Credit Losses on Loans

As of September 30, 2026 and December 31, 2025, the Company had accrued interest receivable for loans of $70,811 and $54,395, respectively, which is recorded in the “Other assets” line item on the Consolidated Balance Sheets.

The following tables provide a roll-forward of the allowance for credit losses by loan category and nonaccrual loans with no allowance for credit losses for the periods presented:

The Company recorded a provision for credit losses on loans of $10,105 during the third quarter of 2026, as compared to a provision for credit losses on loans of $9,650 recorded in the third quarter of 2025. The allowance for credit losses in the third quarter of 2026 remained adequate and relatively stable as compared to the prior quarter’s ACL balance. The increase in the allowance for credit losses as of September 30, 2026 as compared to December 31, 2025 was primarily driven by loan growth, coupled with changes in the macroeconomic environment partially offset by improvements in the asset credit quality. The Company’s allowance for credit losses model considers current economic conditions, economic projections, primarily the national unemployment rate and GDP, over a reasonable and supportable period of two years, historical loss data, and environmental factors. The allowance for credit losses under CECL is calculated utilizing the probability of default/loss given default approach for most commercial mortgage related pools, while the average historical life-of-loan loss rate cohort approach is used for the remaining pools.

Collateral Dependent Loans

The following tables present collateral dependent loans by loan portfolio segment and by type of collateral along with the

related allowance for credit losses:

The decrease in collateral dependent loans and the ACL with respect thereto since December 31, 2025 is primarily due to a decrease in the number of loans requiring individual evaluation in the Construction and Land Development, Commercial Real Estate - Owner Occupied and Commercial Real Estate - Non-owner Occupied segments.

Allowance for Credit Losses on Unfunded Loan Commitments

The following table provides a roll-forward of the allowance for credit losses on unfunded loan commitments for the periods presented:

The provision for credit losses on unfunded commitments in the third quarter of 2026 was primarily driven by growth in the balance of unfunded loan commitments in the commercial construction related pool.

Note 6 –Goodwill and Other Intangible Assets

The carrying amounts of goodwill by operating segments for the nine months ended September 30, 2026 are set forth in the table below:

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

Amortization expense for finite-lived intangible assets is presented in the table below:

The estimated amortization expense of finite-lived intangible assets for the five succeeding fiscal years is summarized as follows:

Note 7 –Mortgage Servicing Rights

There wasno valuation adjustment on mortgage servicing rights (“MSRs”) during the three or nine months ended September 30, 2026 or 2025.

Changes in the Company’s MSRs were as follows:

See Note 11, “Fair Value Measurements”, for the estimated fair value of MSRs at each balance sheet date.

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

The movement of mortgage interest rates has an inverse relationship with prepayment speeds and discount rates.

The Company recorded servicing fees of $4,092 and $2,841 for the three months ended September 30, 2026 and 2025, respectively, and $10,452 and $9,498 for the nine months ended September 30, 2026 and 2025, respectively, all of which are included in “Mortgage banking income” in the Consolidated Statements of Income.

Note 8 -Employee Benefit and Deferred Compensation Plans

Incentive Compensation Plans

The Company maintains the 2020 Long-Term Incentive Compensation Plan, a long-term equity compensation plan that provides for the award of restricted stock and the grant of stock options. The Company 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. In addition, The First maintained a long-term equity compensation plan, and the restricted stock awarded as of the date of the Company’s acquisition of The First was converted into restricted stock of the Company, subject to the same terms and conditions as prior to the merger.

The following table summarizes the changes in restricted stock as of and for the nine months ended September 30, 2026:

Unrecognized stock-based compensation expense related to restricted stock totaled $20,053 at September 30, 2026. As of such date, the weighted average period over which the unrecognized expense is expected to be recognized was approximately 1.87 years.

During the nine months ended September 30, 2026, the Company reissued 219,894 shares from treasury in connection with awards of restricted stock. The Company recorded total stock-based compensation expense of $4,048 and $5,443 for the three months ended September 30, 2026 and 2025, respectively, and $13,906 and $13,527 for the nine months ended September 30, 2026 and 2025, respectively.

There wereno stock options granted or outstanding, and no compensation expense associated with options recorded, during the nine months ended September 30, 2026 or 2025.

Note 9 –Derivative Instruments

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 (which are included within the “interest rate contracts” line items in the tables below). 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 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:

Gains and losses included in the Consolidated Statements of Income related to the Company’s derivatives not designated as hedging instruments were as follows for the periods presented:

Derivatives designated as cash flow hedges

Cash flow hedge relationships mitigate exposure to the variability of future cash flows 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 and loans. The swap hedging strategy converts the variable interest rate on the forecasted borrowings to a fixed interest rate. The collar hedging strategy limits the benefit to interest income when rates exceed the cap but protects interest income from interest rate fluctuations below the floor strike rate. The Company expects the hedges to remain effective during the remaining terms of the swaps and collars, which run through March 2032.

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

The impact on other comprehensive income for the three months ended September 30, 2026 and 2025, is described in Note 12, “Other Comprehensive Income (Loss).” The impact on earnings is reflected in interest income on loans and interest expense on borrowings in the Consolidated Statements of Income.

Changes in the fair value of qualifying cash flow hedges are initially reported in other comprehensive income and are reclassified into earnings when the hedged cash flows affect earnings. The impact on other comprehensive income for the nine months ended September 30, 2026 and 2025 is set forth in Note 12, “Other Comprehensive Income (Loss).”

Derivatives designated as fair value hedges

The Company enters into interest rate swap agreements to manage the fair value exposure on certain of the Company’s fixed-rate subordinated notes and fixed-rate available-for-sale securities. The agreements convert a fixed rate of interest to a variable rate of interest based on SOFR by using “pay-variable, receive-fixed” or “pay-fixed, receive-variable” interest rate swaps for the subordinated notes and available-for-sale securities hedges, respectively. The Company expects the hedges to remain effective during the remaining terms of the swaps which run through September 2035.

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

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

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:

Credit Derivatives

The Company has both bought and sold credit protection in the form of risk participation agreements. These risk participations, which meet the definition of credit derivatives, were entered into in the ordinary course of business to help the Company’s commercial customers manage their exposure to interest rate fluctuations. Risk participations for which credit protection has been purchased entitle the Company to receive a payment from the counterparty if the customer fails to make payment on any amounts due to the Company upon early termination of the swap transaction. The risk participation agreements bought by the Company have a notional amount of $72,770 and maturities between 2028 and 2032. For contracts where the Company sold credit protection, it would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction. The Company’s sold risk participation agreements have a notional amount of $309,171 and maturities between 2026 and 2032.

The maximum potential amount of future payments under these risk participation agreements as of September 30, 2026 was approximately $7,458. This scenario would occur if variable interest rates were at zero percent and all counterparties defaulted with zero recovery. The fair value of risk participation agreements at September 30, 2026 and 2025 was immaterial.

Offsetting

Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheet when a “right of setoff” 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. Initial margin and variation margin for derivatives transacted over the counter is accounted for as collateral. When the Company posts cash for margin, it is recognized as a receivable. When margin is posted or received in the form of securities, there is no accounting recognition for the pledge of securities, unless there is an event of default by one of the parties to the agreement. For centrally cleared derivatives, variation margin is accounted for as settlement of the derivative’s fair value. 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 as of the dates presented:

Note 10 –Income Taxes

The effective tax rate was 20.14% and 21.23% for the nine months ended September 30, 2026 and 2025, respectively. The Company calculates the provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income and then adjusting for discrete items that occurred during the period. The decrease in the effective tax rate over the comparative period was caused primarily by the Company’s continued investments in tax credits.

Note 11 –Fair Value Measurements

Fair Value Measurements and the Fair Value 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), next 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 at fair value. Assets and liabilities that are required to be carried at fair value on a recurring basis include securities available for sale, derivative instruments and contingent consideration. The Company has elected to carry mortgage loans held for sale and certain equity investments 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. All Level 2 securities, including obligations of states and political subdivisions, mortgage-backed securities and other debt securities, are valued using model-based valuation techniques where all significant assumptions are observable. 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 risk participations, 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 loans intended to be sold on the secondary market to investors or other financial institutions. 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.

Equity investments: The Company owns an interest in an open-ended mutual fund with a published daily net asset value which investors can freely subscribe to or redeem from; therefore, the equity interest is recorded at fair value and classified within Level 1 of the fair value hierarchy. Additionally, the Company has elected to account for its investments in licensed Small Business Investment Companies and fintech funds, which are “investment companies” within the scope of ASC 946, “Investment Companies,” under the fair value option utilizing net asset value (“NAV”) as a practical expedient, and therefore has not included these investments in the fair value hierarchy. Lastly, the Company owns an equity interest in a limited partnership that invests in rental real estate, which the Company has elected to record the investment at fair value under the fair value option. The investment manager provides the Company with a quarterly valuation of the Company’s equity interest. This valuation is derived primarily from estimated capitalization rates of the underlying real estate investments, which are unobservable inputs. Therefore, this investment is included in Level 3 of the fair value hierarchy.

Contingent consideration: The Company, from time to time, may acquire a business with a portion of the consideration to be paid to the seller contingent on a future event occurring (for example, based on a certain level of profitability or a certain level of loan growth being achieved by the acquired business). Generally, this type of contingent consideration is classified as a liability. The Company values liability-classified contingent consideration using a discounted scenario-based methodology. Since this methodology is based on unobservable inputs, contingent consideration is categorized within Level 3 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:

At September 30, 2026, equity investments totaling $15,424 have been excluded from the table above as they are valued based on NAV as a practical expedient.

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 nine months ended September 30, 2026.

The following table presents information as of September 30, 2026 about significant unobservable inputs (Level 3) used in the valuation of assets and liabilities measured at fair value on a recurring basis:

For the nine months ended September 30, 2026 and 2025, respectively, there were no significant 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. The weighted averages for the contingent consideration and equity investments were calculated using a weighting based on relative fair value.

Uncertainty of Fair Value Measurements from Unobservable Inputs

For the contingent consideration, a significant contraction of factoring relationships resulting from the acquired factoring business described in Note 2, “Mergers and Acquisitions,” may cause a significant decrease in contingent consideration. A significant increase in the factoring relationships would not have a meaningful impact to the contingent consideration payable. For the real estate limited partnership equity investment, significant fluctuations in the real estate market could cause an increase or decrease to the capitalization rates used for the valuation. However, given the size of the Company’s investment, any reasonably possible fluctuation is not expected to have a material impact on the fair value of the Company’s investment.

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:

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:

Collateral dependent loans: Loans that do not share similar risk characteristics and cannot be evaluated on a collective (pool) basis are individually evaluated for credit losses each quarter taking into account the fair value of the collateral less estimated selling costs. Collateral may be real estate and/or business assets such as 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 qualified independent valuations. For smaller business assets, they are typically valued based on internal valuations or based on valuations in 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.

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, as of the dates presented, OREO measured at fair value on a nonrecurring basis that was still held on the Consolidated Balance Sheets at period-end:

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 September 30, 2026 and December 31, 2025. There wereno valuation adjustments on MSRs during the nine months ended September 30, 2026 or 2025.

The following table presents information as of September 30, 2026 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

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 $6,562 and net gain of $4,503 resulting from fair value changes of these mortgage loans were recorded in income during the nine months ended September 30, 2026 and 2025, respectively. These amounts do not reflect changes in fair values of related derivative instruments used to economically 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 are nominal. 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 September 30, 2026 and December 31, 2025:

The Company has also elected to measure certain equity investments at fair value under the fair value option using Level 3 inputs to mitigate volatility in reported earnings caused by changes in fair value and to better align them with other equity investments that are measured using NAV as a practical expedient in determining fair value. Equity investments are reported as a component of “Other assets” in the Consolidated Balance Sheets, and changes in fair value are reported in “Other noninterest income” in the Consolidated Statements of Income.

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:

Note 12 –Other Comprehensive Income (Loss)

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

The table below presents the reclassifications from accumulated other comprehensive income, net of tax, for the periods presented:

Note 13 –Net Income Per Common Share

(In Thousands, Except Share and Per 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:

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:

Note 14 –Segment Reporting

The Company hastwo reportable segments: Community Banks and Wealth Management. The Company’s reportable segments are determined by the Chief Executive Officer, who is the designated chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services. The CODM evaluates the financial performance of the segments by evaluating net income as the primary measure of segment performance, as well as revenue streams, significant expenses and budget to actual results, and the CODM provides guidance in strategy and the allocation of resources.

In order to give the CODM a more precise indication of the income and expenses controlled by each segment, the results of operations for each segment reflect its own direct revenues and expenses. 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. Included in “Other” are the operations of the holding company and other eliminations that are necessary for purposes of reconciling to the consolidated amounts. Accounting policies for each segment are the same as those described in Note 1, “Summary of 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, 2025.

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

(1)Other segment expenses for Community Banks include data processing, other real estate owned, legal and professional fees, advertising and public relations, intangible amortization, communications and other miscellaneous expenses. Other segment expenses for Wealth Management include data processing, legal and professional fees, advertising and public relations, intangible amortization, communications and other miscellaneous expenses.

(2)Other segment expenses for Community Banks include data processing, other real estate owned, legal and professional fees, advertising and public relations, intangible amortization, communications, merger and conversion related expenses and other miscellaneous expenses. Other segment expenses for Wealth Management include data processing, legal and professional fees, advertising and public relations, intangible amortization, communications and other miscellaneous expenses.