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REPUBLIC BANCORP INC /KY/

For the period ended Apr 23, 2026. Filed Mar 13, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 23, 2026 · Filed Mar 13, 2026

Use the contents to explore the available documents and sections.

RBCAA$90.91-0.2%Stored close · as of Nov 6, 2026
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Proxy Statement Summary

The following is only a summary of certain highlighted information about Republic and should be read in conjunction with other information contained elsewhere in this Proxy Statement, which has been prepared in connection with the Annual Meeting. This summary does not contain all the information that you should consider in voting your shares. You should read the entire Proxy Statement carefully before voting.

About Republic

Republic is a financial holding company headquartered in Louisville, Kentucky. Republic Bank & Trust Company (“Republic Bank” or the “Bank”) is a Kentucky-based, state-chartered nonmember financial institution that provides both traditional and non-traditional banking products and services. The Bank is a wholly owned subsidiary of the Company.

Republic Bank offers its clients deposit products, including savings, checking, and money market accounts; individual retirement accounts (IRAs); and certificates of deposit (CDs). The Bank originates residential mortgage loans, home equity loans and lines, and consumer loans, as well as commercial real estate loans, commercial and industrial (C&I) loans, business loans and lines of credit, and warehouse lines of credit. The Bank also offers personal and business online banking at www.republicbank.com and mobile banking on its mobile apps for both iOS and Android devices.

Republic Bank Banking Center Locations

As of December 31, 2025, the Bank had 47 banking centers in communities within five metropolitan statistical areas (“MSAs”) across five states: 22 banking centers located within the Louisville/Jefferson County, Kentucky-Indiana MSA (the “Louisville MSA”) in Louisville, Prospect, Shelbyville, and Shepherdsville in Kentucky, and Floyds Knobs, Jeffersonville, and New Albany in Indiana; six banking centers within the Lexington-Fayette, Kentucky MSA in Georgetown and Lexington in Kentucky; eight banking centers within the Cincinnati, Ohio-Kentucky-Indiana MSA in Cincinnati and West Chester in Ohio, and Bellevue, Covington, Crestview Hills, and Florence in Kentucky; seven banking

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2026 PROXY STATEMENT1

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centers within the Tampa-St. Petersburg-Clearwater, Florida MSA in Largo, New Port Richey, St. Petersburg, Seminole, and Tampa in Florida; and four banking centers within the Nashville-Davidson—Murfreesboro—Franklin, Tennessee MSA in Franklin, Murfreesboro, Nashville, and Spring Hill, Tennessee.

In addition to full-service banking services offered in the Bank’s retail footprint, Republic also provides mortgage banking services and financial products to customers in select states across the U.S. Some financial products are also offered through the Company’s Republic Processing Group (“RPG”). Sponsorship of prepaid card products, small dollar credit programs, and payment processing are areas of the fintech ecosystem where RPG is active in the U.S.

As of December 31, 2025, Republic had total assets of $7.0 billion, total deposits of $5.2 billion, and total shareholders’ equity of $1.1 billion. Republic’s executive offices are located at 601 West Market Street, Louisville, Kentucky 40202.

Our Purpose

Republic exists to enable our clients, company, associates, and the communities we serve to THRIVE.

How We Fulfill Our Purpose

Republic’s values are built upon making anIMPACT for our clients, our associates, and the communities we serve. IMPACT is an acronym for the actions we do to fulfill our purpose.

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I​M​P​A​C​T
Innovate for the Future​Make it Easy​Provide Exceptional Service​Acknowledge & Celebrate Success​Commit to Caring​Thrive Together
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Our Clients

Since its founding over 40 years ago, Republic has had an unwavering focus on customer service and satisfaction.

The Net Promoter Score® (“NPS®”) is one of the most widely used measures of customer satisfaction, utilized by hundreds of leading U.S. companies. Republic’s most recent NPS® score, measured in Q3 2025, was 73.4, nearly two and one-half times the average NPS® score for all banks*. As important, this was a 12% increase from our score in Q1 2025, showing the results of our constant efforts to provide industry-leading customer service.

Republic continues to make strides to reach historically marginalized communities, as well as those who are challenged in accessing capital. The Bank’s Community Loan Fund in Louisville, Kentucky and beyond, has provided small business clients over $5.7 million in funding and has promoted business development, expanded services, and job creation in low-to-moderate income communities.

The Community and Multicultural Banking Division, which was established in 2023, further strengthened this commitment by providing a dedicated structure for outreach, relationship building, and strategic growth in underserved markets. The division was established to ensure that community engagement, financial inclusion, and culturally responsive banking practices are embedded in the Bank’s long-term strategy. Its work has expanded Republic’s visibility, deepened trust with diverse client groups, and positioned the Bank as a leader in equitable economic development.

  • Qualtrics XMI Consumer NPS 2025 U.S. Banks/Credit Unions Benchmark Study. The score is not a percentage, but a figure resulting from a formula that weighs satisfied, neutral, and dissatisfied customers.

Our Company

Governance is an essential element of ensuring the Company, and our clients, associates, and communities thrive.

●Board – Each of the Republic Board of Directors (the “Board” or the “Board of Directors”) and the Republic Bank Board of Directors (the “Bank Board” or “Bank Board of Directors”) is a distinct group of esteemed professionals across a variety of industries. Their direction, advice, and voices represent broad viewpoints.
●Fraud and Cybersecurity – The Company invests significant resources to prevent and combat fraud and cybersecurity issues, including robust processes and tools, annual associate and Board training and awareness, and regular assessments of our practices reported to the Risk Committee of the Board (the “Risk Committee”), which is tasked, in part, with overseeing operational risks, including cybersecurity, as well as the full Board.
●Ethics and Compliance Hotline – Republic has established an independent hotline available 24 hours a day, seven days a week, for the anonymous reporting of ethics and compliance issues in such areas as discrimination, criminal misconduct, accounting or auditing matters, and security. Findings are investigated and reported to the Audit Committee of the Board (the “Audit Committee”).
●Training – All associates are required to take specific functional, regulatory, and governance-related training. Learning & Development assigns and monitors completion of these trainings.
●Vendor Management – Republic Bank’s processes provide end-to-end and regular oversight of vendor partnerships.
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2026 PROXY STATEMENT3

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Our Associates

We are continuing to take significant actions to enhance our workplace through education, mentorship, and recruiting.

Republic Bank’s Business Resource Groups (“BRGs”) foster education, professional development, and cultural awareness across the organization. They actively support recruitment, mentorship, and networking, while providing leadership with insights that shape inclusive business practices. Through events, advocacy, and community engagement, BRGs empower associates to lead, learn, and connect, driving both personal growth and organizational success. The Bank has seven BRGs, which have active participation and self-leadership by associates at all levels who identify, or ally, with each BRG.

Republic Bank’s “Building Bridges” program provides associates the opportunity to pair with mentors or mentees to exchange valuable Bank and business leadership skills, and to make lasting connections in the Bank and beyond. Formal programming and training help ensure participants get the most from their mentoring experiences and continue to grow both professionally and personally. Since the program began, over 300 associates have benefited from the program as mentors or mentees.

In addition to health benefits, including medical, dental, vision, and Company-paid physical and mental telehealth services, the Bank helps its associates thrive with programs, including hybrid and work-from-home opportunities; a 401(k) plan with a Company match; Company paid short term disability; Company paid life insurance; an Employee Stock Purchase Plan providing discounted opportunities to participate in Company ownership; college tuition reimbursement; fitness center reimbursement; and an Employee Assistance Program for our associates and their family members to support mental health, wellness, and to provide legal support. Beginning January 1, 2026, Republic is proud to offer an enhanced paid maternity and parental leave program to provide additional bonding time.

Key to the Bank’s continued improvement and success are formal and informal listening programs such as the below that allow leadership to learn from associates at all levels – those who are closest to (i) our clients, (ii) their fellow associates, and (iii) our communities.

●An annual anonymous associate engagement survey has nearly 90% associate participation and guides leadership on key planning and decision making.
●A CEO Council consisting of associates from throughout the organization meets regularly with our top executives and provides insight and ideas.
●A “Suggestions to the CEO” e-mail mailbox provides daily opportunities for associates at all levels to share their ideas.

Our Communities

Republic recognizes the importance of making a lasting IMPACT, and that starts by strengthening the communities in which we live and work. As an organization, we devote time and funding to help support and build a foundation for the future.

●In 2025, Republic Bank associates volunteered over 5,500 hours of their time to nearly 400 organizations.
●During the same period, the Bank has made more than $179 million in community development loans for affordable housing, community services, and economic development and the revitalization and stabilization of underserved communities.
●Over $77.4 million in non-conventional mortgage loans were made to 584 low- to moderate-income families and individuals helping them achieve the American dream of homeownership in 2025.
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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.