banc-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2024

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to __________

Commission file number 333-236022

BANCPLUS CORPORATION

(Exact name of registrant as specified in its charter)



Mississippi						64-0655312
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1068 Highland Colony Parkway

Ridgeland, Mississippi 39157

(601) 898-8300

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Shares of the registrant’s Common Stock, par value $1.00 per share, issued and outstanding as of May 3, 2024: 11,688,124

BANCPLUS CORPORATION

FORM 10-Q

For the Quarter Ended MARCH 31, 2024

INDEX


			Page Number

PART I – FINANCIAL INFORMATION			2

Item 1. Financial Statements (Unaudited):			2

Consolidated Balance Sheets at March 31, 2024 (unaudited) and December 31, 2023			2
Consolidated Statements of Income for the three months ended March 31, 2024 and 2023 (unaudited)			3
Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023 (unaudited)			4
Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2024 and 2023 (unaudited)			5
Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)			6

Condensed Notes to the Consolidated Financial Statements (unaudited)			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			29

Cautionary Statement Regarding Forward-Looking Statements			29

Item 3. Quantitative and Qualitative Disclosures about Market Risk			53

Item 4. Controls and Procedures			55

PART II – OTHER INFORMATION			55

Item 1. Legal Proceedings			55

Item 1A. Risk Factors			56

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			56

Item 3. Defaults Upon Senior Securities			56

Item 4. Mine Safety Disclosures			56

Item 5. Other Information			56

Item 6. Exhibits			57

SIGNATURE PAGE			58

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BancPlus Corporation and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)


	March 31, 2024		December 31, 2023
	(unaudited)
Assets:
Cash and due from banks	$	80,511	$	94,868
Interest bearing deposits with banks	309,361		171,723
Total cash and cash equivalents	389,872		266,591
Securities available for sale, net of allowance for credit losses of zero and $2.0 million at March 31, 2024 and December 31, 2023, respectively	888,504		856,021
Securities held to maturity - fair value: $54,061 - 2024; $55,045 - 2023	54,241		55,170
Loans held for sale	7,119		6,525

Loans	6,066,426		6,082,011
Less: Allowance for credit losses	66,840		65,872
Net loans	5,999,586		6,016,139

Premises and equipment, net	138,714		123,145
Operating lease right-of-use assets	32,237		32,603
Accrued interest receivable	32,134		30,086
Goodwill	62,772		62,772
Other assets	188,938		193,459
	$	7,794,117	$	7,642,511

Liabilities:
Deposits	$	6,571,266	$	6,325,736
Advances from Federal Home Loan Bank and other borrowings	280,056		375,059
Subordinated debentures	133,725		133,677
Operating lease liabilities	34,046		34,424
Accrued interest payable	12,609		10,539
Other liabilities	26,707		38,025
Total liabilities	7,058,409		6,917,460

Redeemable common stock owned by the ESOP	84,998		84,998
Shareholders' equity:
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value
250,000 authorized, issued and outstanding at March 31, 2024 and December 31, 2023; aggregate liquidation preference of $250,000	250,000		250,000
Common Stock, par value $1.00 per share.
100,000,000 authorized at March 31, 2024 and December 31, 2023; 11,611,732 and 11,613,221 issued and outstanding at March 31, 2024 and December 31, 2023, respectively	11,612		11,613
Additional paid-in capital	124,776		123,611
Retained earnings	382,452		370,955
Accumulated other comprehensive loss, net	(33,132)		(31,128)
	735,708		725,051
Less: Redeemable common stock owned by the ESOP	(84,998)		(84,998)
Total shareholders' equity	650,710		640,053
	$	7,794,117	$	7,642,511

The accompanying notes are an integral part of these consolidated financial statements.

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BancPlus Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

(In Thousands, Except Per Share Data)


	Three Months Ended March 31,
		2024		2023

Interest income:
Interest and fees on loans		$	91,227	$	76,747
Taxable securities		6,893		3,066
Tax-exempt securities		342		380
Interest bearing bank balances and other		2,020		578
Total interest income		100,482		80,771

Interest expense:
Deposits		37,942		17,160
Short-term borrowings		8		79
Advances from Federal Home Loan Bank		3,902		3,215
Other borrowings		2,356		2,164
Total interest expense		44,208		22,618

Net interest income		56,274		58,153
Provision for credit losses		36		523
Net interest income after provision for credit losses		56,238		57,630

Other operating income:
Service charges on deposit accounts		5,829		6,666
Mortgage origination income		968		687
Debit card interchange		2,536		2,566
Other income		8,043		5,920
Total other operating income		17,376		15,839

Other operating expenses:
Salaries and employee benefits expenses		30,703		30,991
Net occupancy expenses		4,505		4,472
Furniture, equipment and data processing expenses		7,282		7,316
Other expenses		9,637		8,863
Total other operating expenses		52,127		51,642

Income before income taxes		21,487		21,827
Income tax expense		4,532		4,748
Net income		$	16,955	$	17,079

Earnings per common share - basic		$	1.48	$	1.50
Earnings per common share - diluted		$	1.48	$	1.49

The accompanying notes are an integral part of these consolidated financial statements.

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BancPlus Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In Thousands)


	Three Months Ended March 31,
		2024		2023

Net income		$	16,955	$	17,079
Other comprehensive loss, net of tax:
Unrealized gains (losses) on securities available for sale		(2,668)		7,039

Tax effect		664		(1,753)
Total other comprehensive income (loss), net of tax		(2,004)		5,286
Comprehensive income		$	14,951	$	22,365

The accompanying notes are an integral part of these consolidated financial statements.

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BancPlus Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity

(Unaudited)

(In Thousands, Except Share and Per Share Data)


							Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)		Less: Redeemable Common Stock Owned by the ESOP		Total Shareholders' Equity
	Preferred Stock			Common Stock					Retained Earnings
	Shares	Amount		Shares	Amount

January 1, 2023	250,000	$	250,000	11,599,595	$	11,599	$	122,890	$	356,685	$	(43,074)	$	(96,984)	$	601,116
Cumulative change in accounting principle	—	—		—	—		—		(24,953)		—		—		(24,953)
Balance at January 1, 2023 (as adjusted for change in accounting principle)	250,000	250,000		11,599,595	11,599		122,890		331,732		(43,074)		(96,984)		576,163

Net income	—	—		—	—		—		17,079		—		—		17,079
Other comprehensive income , net	—	—		—	—		—		—		5,286		—		5,286

Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(241)	—		(16)		—		—		—		(16)

Stock based compensation	—	—		—	—		1,004		—		—		—		1,004

Dividends paid ($0.45 per share)	—	—		—	—		—		(5,220)		—		—		(5,220)
March 31, 2023	250,000	$	250,000	11,599,354	$	11,599	$	123,878	$	343,591	$	(37,788)	$	(96,984)	$	594,296






January 1, 2024	250,000	$	250,000	11,613,221	$	11,613	$	123,611	$	370,955	$	(31,128)	$	(84,998)	$	640,053

Net income	—	—		—	—		—		16,955		—		—		16,955
Other comprehensive loss, net	—	—		—	—		—		—		(2,004)		—		(2,004)
Issuance (forfeiture) of restricted stock	—	—		(1,240)	(1)		1		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(249)	—		(14)		—		—		—		(14)
Purchase of Company Stock	—	—		—	—		—		—		—		—		—
Stock based compensation	—	—		—	—		1,178		—		—		—		1,178
Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		—
Dividends paid ($0.47 per share)	—	—		—	—		—		(5,458)		—		—		(5,458)
March 31, 2024	250,000	$	250,000	11,611,732	$	11,612	$	124,776	$	382,452	$	(33,132)	$	(84,998)	$	650,710

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BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net income per consolidated statements of income	$	16,955	$	17,079
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	36		523
Depreciation and amortization	2,544		2,440
Net (gain) loss on disposal of premises and equipment	(1,644)		201
Net gain on sales of other real estate owned	(15)		—
Write-downs of other real estate-owned	166		2
Deferred income tax (benefit) expense	2,465		(186)
Federal Home Loan Bank stock dividends	(421)		(221)
Stock based compensation expense	1,178		1,004
Origination of loans held for sale	(51,230)		(47,764)
Proceeds from loans held for sale	50,636		44,780
Earnings on bank-owned life insurance	(853)		(656)
Net change in:
Accrued interest receivable and other assets	(5,767)		(1,188)
Accrued interest payable and other liabilities	(7,372)		1,020
Net cash from operating activities	6,678		17,034

Cash flows from investing activities:
Purchases of securities available for sale	(295,481)		(33,505)
Maturities and calls of securities available for sale	262,352		4,885

Maturities, prepayments and calls of securities held to maturity	915		990
Net (increase) decrease in loans	14,357		(128,754)
Purchases of premises and equipment	(23,390)		(7,015)
Proceeds from sales of premises and equipment	7,267		—
Proceeds from sales of other real estate owned	41		976
Investment in unconsolidated entities	(348)		(77)
Distributions from unconsolidated entities	—		483

Proceeds from bank-owned life insurance	644		—
Purchases of Federal Home Loan Bank stock	—		(9,135)
Redemptions of Federal Home Loan Bank stock	5,191		8,943
Net cash used in investing activities	(28,452)		(162,209)

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BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(Unaudited)

(In Thousands)


	Three Months Ended March 31,
	2024		2023
Cash flows from financing activities:
Net increase (decrease) in:
Noninterest-bearing deposits	$	(17,562)	$	(72,106)
Money market, negotiable order of withdrawal, and savings deposits	36,177		129,308
Certificates of deposit	226,915		84,550
Proceeds from Federal Home Loan Bank advances	215,000		2,545,000
Payments on Federal Home Loan Bank advances	(310,003)		(2,553,016)

Proceeds from other borrowings	345,004		—
Payments on other borrowings	(345,004)		—

Cash dividends paid on common stock	(5,458)		(5,220)
Purchase of Company stock	—		—
Shares withheld to pay taxes on restricted stock vesting	(14)		(16)
Net cash from financing activities	145,055		128,500

Net change in cash and cash equivalents	123,281		(16,675)

Cash and cash equivalents at beginning of period	266,591		137,895

Cash and cash equivalents at end of period	$	389,872	$	121,220

Supplemental cash flow information:
Interest paid	$	42,138	$	20,545
Federal and state income tax payments	—		—
Acquisition of real estate in non-cash foreclosures	285		705

The accompanying notes are an integral part of these consolidated financial statements.

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BancPlus Corporation and Subsidiaries

Condensed Notes to Consolidated Financial Statements

(Unaudited)

Note 1: Basis of Presentation

BancPlus Corporation (the “Company”) is a bank holding company headquartered in Ridgeland, Mississippi operating in one reportable segment. BankPlus (the “Bank”), the principal operating subsidiary and sole banking subsidiary of the Company, is a commercial bank primarily engaged in the business of commercial and consumer banking. In addition to general and consumer banking, other products and services offered though the Bank’s subsidiaries include certain insurance and annuity services, asset and investment management and financial planning services. Oakhurst Development, Inc. (“Oakhurst”) is a real estate subsidiary originally formed by the Company to liquidate a real estate development that was acquired by the Bank through foreclosure in 2002. Oakhurst became active again in March 2009 and holds loans.

The unaudited interim consolidated financial statements include the accounts of the Company and all other entities in which the Company has a controlling financial interest, and reflect all adjustments (consisting of normal recurring adjustments) that are necessary in the opinion of the Company’s management to fairly present the financial position, results of operations and cash flows of the Company. They have been derived from the audited consolidated financial statements for the fiscal year ended December 31, 2023; however, certain notes and information have been omitted from the interim periods. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. The accounting and financial reporting policies followed by the Company conform, in all material respects, to the accounting principles generally accepted in the United States (“GAAP”) and to general practices within the financial services industry. The results of operations for the interim periods are not necessarily indicative of the results to be expected for future interim periods or for the entire year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The allowance/provision for credit losses, the fair value of financial instruments and the status of contingencies are particularly subject to change. Material estimates that are subject to significant change in the near term are the allowance for credit losses, provision for credit losses, valuation of other real estate owned and fair values of financial instruments. Actual results could differ from these estimates.

Unless otherwise indicated, references to “BancPlus” refer to BancPlus Corporation and its subsidiaries, on a consolidated basis, and reference to “BankPlus” refer to BankPlus, our wholly-owned subsidiary, as applicable.

Effect of Recently Adopted Accounting Standards

Accounting Standards Update 2023-02 (“ASU 2023-02”), “Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” In March 2023, the FASB issued ASU 2023-02 which allows entities to elect to account for tax equity investments using the proportional amortization method, regardless of the tax credit program from which the income tax credits are received, if certain conditions are met. ASU 2023-02 is effective for the Company for annual and interim periods beginning on January 1, 2024. The adoption of ASU 2023-02 did not materially impact the Company’s consolidated financial statements.

Accounting Standards Update 2023-07 (“ASU 2023-07”), “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” In November 2023, the FASB issued ASU 2023-07 which expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for the Company for annual and interim periods beginning on January 1, 2024. The adoption of ASU 2023-07 did not materially impact the Company’s consolidated financial statements.

Effect of Recently Issued, But Not Yet Effective Accounting Standards

Accounting Standards Update 2023-09 (“ASU 2023-09”), “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” In December 2023, the FASB issued ASU 2023-09 which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information

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by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for the Company for annual and interim periods beginning on January 1, 2025, though early adoption is permitted. The adoption of ASU 2023-09 is not expected to materially impact the Company’s consolidated financial statements.

Note 2: Earnings Per Share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted number of common shares outstanding during the period and the number of common shares that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period.


	Three Months Ended March 31,
(In thousands except per share data)		2024		2023
Net income		$	16,955	$	17,079

Weighted average common shares outstanding		11,422		11,415
Diluted effect of unallocated stock		—		—
Diluted effect of stock-based awards		56		73
Diluted common shares		11,478		11,488

Basic earnings per common share		$	1.48	$	1.50
Diluted earnings per common share		$	1.48	$	1.49

Note 3: Investment Securities

The following is a summary of the amortized cost and fair value of securities available for sale.


	Amortized		Gross Unrealized				Allowance for Credit Losses		Fair
(In thousands)	Cost		Gains		Losses				Value
March 31, 2024:
U.S. Treasuries	$	229,442	$	130	$	770	$	—	$	228,802
U.S. Government agency obligations	505,672		847		23,451		—		483,068
Residential mortgage-backed securities	84,951		6		10,875		—		74,082
Commercial mortgage-backed securities	13,640		—		1,429		—		12,211

Corporate investments	53,383		—		6,827		—		46,556
State and political subdivisions	45,533		115		1,863		—		43,785
Total available for sale	$	932,621	$	1,098	$	45,215	$	—	$	888,504

December 31, 2023:
U.S. Treasuries	$	210,213	$	356	$	451	$	—	$	210,118
U.S. Government agency obligations	475,747		2,433		23,257		—		454,923
Residential mortgage-backed securities	91,994		25		9,991		—		82,028
Commercial mortgage-backed securities	13,675		—		1,402		—		12,273
Asset backed securities	6,913		84		48		—		6,949
Corporate investments	53,380		—		7,841		—		45,539
State and political subdivisions	47,583		133		1,490		(2,035)		44,191
Total available for sale	$	899,505	$	3,031	$	44,480	$	(2,035)	$	856,021

Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. All mortgage-backed securities in the above tables were issued or guaranteed by U.S. government agencies or sponsored

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agencies. At March 31, 2024, the Company had an allowance for credit losses on available for sale securities of zero. The following table provides a roll-forward of the allowance for credit losses on available for sale securities for the periods presented.


	Three Months Ended March 31,
(In thousands)	2024		2023
Beginning balance	$	2,035	$	—
Impact of adopting CECL	—		—
(Recovery of) provision for credit losses on available for sale securities	—		—
Available for sale security charged off	(2,035)		—
Ending Balance	$	—	$	—

The following is a summary of the amortized cost and fair value of securities held to maturity.


	Amortized		Gross Unrealized				Fair
(In thousands)	Cost		Gains		Losses		Value
March 31, 2024:
States and political subdivisions	$	54,241	$	—	$	180	$	54,061
Total held to maturity	$	54,241	$	—	$	180	$	54,061

December 31, 2023:
States and political subdivisions	$	55,170	$	1	$	126	$	55,045
Total held to maturity	$	55,170	$	1	$	126	$	55,045

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Provided below is a summary of investment securities without an allowance for credit losses that were in an unrealized loss position and the length of time that individual securities have been in a continuous loss position.


	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
(In thousands)
March 31, 2024:
Available for sale:
U.S. Treasuries	$	56,580	$	338	$	9,547	$	432	$	66,127	$	770
U.S. Government agencies	88,288		503		297,054		22,948		385,342		23,451
Residential mortgage-backed securities	115		3		73,521		10,872		73,636		10,875
Commercial mortgage-backed securities	—		—		12,211		1,429		12,211		1,429
Asset backed securities	—		—		—		—		—		—
Corporate investments	391		28		46,164		6,799		46,555		6,827
States and political subdivisions	5,328		68		33,121		1,795		38,449		1,863
	$	150,702	$	940	$	471,618	$	44,275	$	622,320	$	45,215

Held to maturity:
States and political subdivisions	$	767	$	10	$	4,829	$	170	$	5,596	$	180
	$	767	$	10	$	4,829	$	170	$	5,596	$	180

December 31, 2023:
Available for sale:
U.S. Treasuries	$	—	$	—	$	9,534	$	451	$	9,534	$	451
U.S. Government agencies	4,983		17		315,605		23,240		320,588		23,257
Residential mortgage-backed securities	118		1		80,621		9,990		80,739		9,991
Commercial mortgage-backed securities	—		—		12,273		1,402		12,273		1,402
Asset backed securities	—		—		1,477		48		1,477		48
Corporate investments	4,045		335		41,493		7,506		45,538		7,841
States and political subdivisions	5,154		50		31,549		1,440		36,703		1,490
	$	14,300	$	403	$	492,552	$	44,077	$	506,852	$	44,480

Held to maturity:
States and political subdivisions	$	378	$	1	$	5,675	$	125	$	6,053	$	126
	$	378	$	1	$	5,675	$	125	$	6,053	$	126

The number of debt securities in an unrealized loss position increased from 317 at December 31, 2023 to 325 at March 31, 2024. The unrealized losses shown above are due to increases in market rates over the yields available at the time of purchase of the underlying securities and not credit quality. The unrealized losses on debt securities have not been recognized into income because the Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

The amortized cost and fair value of debt securities, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay certain obligations with, or without, call or prepayment penalties.

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	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value
March 31, 2024:
One year or less	$	267,944	$	265,365	$	12,858	$	12,845
After one through five years	461,224		442,246		35,066		34,935
After five through ten years	120,453		108,827		5,092		5,055
After ten years	83,000		72,066		1,225		1,225
	$	932,621	$	888,504	$	54,241	$	54,060

The following is a summary of the amortized cost and fair value for investment securities which were pledged to secure public deposits and for other purposes required or permitted by law.


	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value
March 31, 2024	$	112,794	$	106,216	$	—	$	—

December 31, 2023	$	128,675	$	122,105	$	—	$	—

The Company monitors the credit quality of held-to-maturity debt securities through the use of credit ratings. The Company monitors the credit rating on a quarterly basis. The following table summarizes the amortized cost basis of held-to-maturity debt securities at March 31, 2024 by credit rating:


(In thousands)	March 31, 2024
State and political subdivisions held-to-maturity:
S&P: AA+, AA, AA- / Moody's: Aa1, Aa2, Aa3	$	3,991
S&P: A+, A, A- / Moody's: A1, A2, A3	927
S&P: BBB+, BBB, BBB- / Moody's: Baa, Ba, B	497
Not rated	48,826
	$	54,241

Note 4: Loans

The following is a summary of the Company’s loan portfolio by loan class.


(In thousands)	March 31, 2024		December 31, 2023
Secured by real estate:
Residential properties	$	1,583,986	$	1,551,777
Construction and land development	676,847		731,449
Farmland	308,577		309,840
Other commercial	2,687,048		2,666,956
Total real estate	5,256,458		5,260,022
Commercial and industrial loans	624,795		631,528
Agricultural production and other loans to farmers	88,289		91,976
Consumer and other loans	96,884		98,485
Total loans before allowance for credit losses	$	6,066,426	$	6,082,011

Loans are stated at the amount of unpaid principal net of discounts and premiums on acquired loans, before allowance for credit losses. Interest on loans is calculated using the simple interest method on daily balances of the principal amount outstanding.

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Loan Origination/Risk Management/Credit Concentration – The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. The Company’s Board of Directors reviews and approves these policies and procedures on a regular basis. Although the Company has a diversified loan portfolio, the Company has concentrations of credit risks related to the real estate market, including residential, commercial, and construction and land development lending. Most of the Company’s lending activity occurs within Mississippi, Alabama, Louisiana, and Florida.

The risk characteristics of the Company’s material portfolio segments are as follows:

Residential Real Estate Loans – The residential real estate loan portfolio consists of residential loans for single and multifamily properties. Residential loans are generally secured by owner occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers and can be impacted by economic conditions within their market area. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Commercial Real Estate Loans – Commercial real estate loans include construction and land development loans, loans secured by farmland and other commercial real estate loans.

Construction and land development loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing.

Farmland loans are generally made for the purpose of acquiring land devoted to crop production or livestock, the propagation of timber or the operation of a similar type of business on the secured property. Sources of repayment for these loans generally include income generated from operations of a business on the property, rental income, or sales of timber. Repayment may be impacted by changes in economic conditions which affect underlying collateral values.

Commercial real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria.

Commercial and Industrial Loans – The commercial and industrial loan portfolio consists of loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchase or other expansion projects. Commercial loan underwriting standards are designed to promote relationship banking rather than transactional banking and are underwritten based on the borrower’s expected ability to profitably operate its business. The cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value. Most commercial loans are secured by assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. In the case of loans secured by accounts receivable, the availability of funds for repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Agricultural production and other loans to farmers - The agricultural production and other loans to farmers portfolio consists of loans for the purpose of financing agricultural production, the growing and storing of crops, the marketing, and the carrying of agricultural products. This portfolio also includes loans for the purposes of breeding, raising, fattening, or marketing livestock, fish production, and forest and timber production as well as any other loans to made to farmers not secured by real estate. Sources of repayment for these loans generally include income generated from the operations of the business.

Consumer and Other Loans – The consumer and other loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s market area) and the creditworthiness of a borrower.

Loans that are 30 days or more past due based on payments received and applied to the loan are considered delinquent. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that a borrower's financial condition is such that collection of interest, but not necessarily principal, is doubtful. A loan is typically placed on non-accrual when the contractual payment of principal or interest becomes 90 days past due unless the loan is

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well-secured and in the process of collection. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When a loan is placed on non-accrual status, any interest that is accrued, but not collected, is reversed against interest income.

Payments subsequently received on non-accrual loans are applied to principal. Interest income is recognized to the extent that cash payments are received in excess of principal due. A loan may return to accrual status when principal and interest payments are no longer past due and collectability is reasonably assured.

The following table presents the amortized cost basis of nonaccrual loans, segregated by class as of March 31, 2024 and December 31, 2023.


(In thousands)	Total Nonaccrual		Nonaccrual with no Allowance for Credit Loss		Past Due 90 days or more and Accruing
March 31, 2024
Secured by real estate:
Residential properties	$	4,360	$	—	$	110
Construction and land development	233		—		1,288
Farmland	343		—		—
Other commercial	6,393		—		150
Total real estate	11,329		—		1,548
Commercial and industrial loans	1,820		—		10
Agricultural production and other loans to farmers	—		—		—
Consumer and other loans	59		—		4
Total	$	13,208	$	—	$	1,562

December 31, 2023
Secured by real estate:
Residential properties	$	3,180	$	—	$	270
Construction and land development	239		—		—
Farmland	642		—		—
Other commercial	1,613		—		124
Total real estate	5,674		—		394
Commercial and industrial loans	1,523		—		339
Agricultural production and other loans to farmers	—		—		—
Consumer and other loans	17		—		28
Total	$	7,214	$	—	$	761

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the three months ended March 31, 2024, there were no significant changes to the collateral which secures the collateral-dependent loans, whether due to general deterioration or other reason. The following table presents the amortized cost basis of collateral-dependent loans by class and collateral type as of March 31, 2024 and December 31, 2023.

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(In thousands)	Real Estate		Enterprise Value		Accounts Receivable & Inventory		Stock
March 31, 2024
Secured by real estate:
Residential properties	$	1,276	$	—	$	—	$	—
Construction and land development	—		—		—		—
Farmland	—		—		—		—
Other commercial	5,930		14,208		—		1,375
Total real estate	7,206		14,208		—		1,375
Commercial and industrial loans	—		—		8,560		—
Agricultural production and other loans to farmers	—		—		—		—
Consumer loans	—		—		—		—
Total	$	7,206	$	14,208	$	8,560	$	1,375


(In thousands)	Real Estate		Enterprise Value		Accounts Receivable & Inventory		Stock
December 31, 2023
Secured by real estate:
Residential properties	$	1,276	$	—	$	—	$	—
Construction and land development	—		—		—		—
Farmland	—		—		—		—
Other commercial	3,226		—		—		—
Total real estate	4,502		—		—		—
Commercial and industrial loans	—		1,349		8,706		1,375
Agricultural production and other loans to farmers	—		—		—		—
Consumer loans	—		—		—		—
Total	$	4,502	$	1,349	$	8,706	$	1,375

An age analysis of past due loans (including both accruing and non-accruing loans) segregated by class of loans is as follows:


(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans
March 31, 2024
Secured by real estate:
Residential properties	$	11,405	$	1,944	$	13,349	$	1,570,637	$	1,583,986
Construction and land development	1,141		1,288		2,429		674,418		676,847
Farmland	—		140		140		308,437		308,577
Other commercial	7,703		3,542		11,245		2,675,803		2,687,048
Total real estate	20,249		6,914		27,163		5,229,295		5,256,458
Commercial and industrial loans	1,490		317		1,807		622,988		624,795
Agricultural production and other loans to farmers	14		—		14		88,275		88,289
Consumer loans	502		34		536		96,348		96,884
Total	$	22,255	$	7,265	$	29,520	$	6,036,906	$	6,066,426

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(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans
December 31, 2023
Secured by real estate:
Residential properties	$	9,867	$	2,144	$	12,011	$	1,539,766	$	1,551,777
Construction and land development	1,609		—		1,609		729,840		731,449
Farmland	88		380		468		309,372		309,840
Other commercial	4,159		1,320		5,479		2,661,477		2,666,956
Total real estate	15,723		3,844		19,567		5,240,455		5,260,022
Commercial and industrial loans	2,868		441		3,309		628,219		631,528
Agricultural production and other loans to farmers	192		—		192		91,784		91,976
Consumer loans	708		39		747		97,738		98,485
Total	$	19,491	$	4,324	$	23,815	$	6,058,196	$	6,082,011

Modifications to Borrowers Experiencing Financial Difficulty – From time to time, the Company may modify certain loans to borrowers who are experiencing financial difficulty. In some cases, these modifications result in new loans. Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, interest rate reduction, term extension, other-than-insignificant payment delay or a combination thereof, among other things. There were zero loan modifications to borrowers experiencing financial difficulty during the three months ended March 31, 2024 and 2023.

Note 5: Allowance for Credit Losses

As management evaluates the allowance for credit losses, it is categorized based on specific allocations and general allocations for each major loan category for loans not individually evaluated or deemed collateral-dependent or classified, segmented by loan class based on historical loss experience and other risk factors. In assessing general economic conditions, management monitors several factors, including regional and national economic conditions, real estate market conditions and recently enacted regulations with potential economic effects.

Credit Quality Indicators – The Company utilizes a risk grading matrix to assign a grade to each of its commercial and real estate loans. Loans are rated on a scale of 1 to 10. A description of the general characteristics of the 10 risk ratings is as follows:

•Risk Grades 1, 2, 3, 4 and 5 – These grades include loans to borrowers of solid credit quality with no higher than normal risk of loss. Borrowers in these categories have satisfactory financial strength and adequate cash flow coverage to service debt requirements. Collateral type and quality, as well as protection, are adequate. The borrower’s management is strong and capable, financial information is timely and accurate, and guarantor support is strong.

•Risk Grade 6 – Pass and Watch – Loans in this category are currently protected, but risks are emerging that warrant more than normal attention and have above average risk of loss. These factors require a higher level of monitoring and may include emerging balance sheet weaknesses, strained liquidity, increased leverage ratio, and weakening management. Collateral support is less marketable or limited use and, although the protection is sufficient, the loan-to-value ratio may not meet policy guidelines. Guarantors may have a limited ability and willingness to provide intermediate support. Also, considerations surrounding industry deterioration, increased competition and minor policy exceptions concerning structure or amortization may affect the rating of these loans.

•Risk Grade 7 – Special Mention – The Company’s special mention rating is intended to closely align with the regulatory definition. A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these weaknesses may result in deterioration of repayment prospects. These weaknesses may include deteriorating balance sheets, strained liquidity and elevated leverage ratios. Cash flow and profitability are marginally sufficient to service debt and collateral is exhibiting signs of decline in value; however, protection is currently sufficient. Limited management experience or weaknesses have emerged requiring more than normal supervision and uncertainties regarding the quality of the financials are not explained. Guarantor has very limited ability and willingness to provide short-term support. Moderate policy exceptions concerning structure or amortization may be considered in order to

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provide relief to the borrower. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

•Risk Grade 8 – Substandard – A loan in this category is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. Factors affecting these loans may include balance sheet deterioration that has resulted in illiquid, highly leveraged or deficit net worth, cash flow that is not able to service debts as structured, collateral protection that may be inadequate, guarantor support that may be virtually non-existent, and management that is poor. Loans may require a major policy exception concerning structure or amortization. They are characterized by the distinct possibility that the Company will incur some loss if the deficiencies are not corrected.

•Risk Grade 9 – Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

•Risk Grade 10 – Loss – Loans are considered uncollectible and of such little value that continuing to carry them as an active asset is not warranted. It does not mean that there will be no recovery, but, rather, it is not practical or desirable to defer writing off these assets even though a partial recovery may be possible in the future.

Pass loans for the Company include loans in Risk Grades 1 - 6. Special mention loans for the Company include loans in Risk Grade 7. Classified loans for the Company include loans in Risk Grades 8, 9 and 10. Loans may be classified but not considered individually evaluated or collateral-dependent, due to one of the following reasons: (i) the loan falls below the established minimum dollar thresholds for individual evaluation or (ii) the loan was individually evaluated, but not deemed to be collateral-dependent.

The following table reflects loans by credit quality indicator and origination year at March 31, 2024. Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at March 31, 2024.


	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Residential real estate:
Pass	$	43,856	$	262,355	$	402,732	$	294,657	$	120,750	$	112,703	$	324,799	$	1,561,852
Special mention	—		—		—		—		—		—		—		—
Classified	—		1,415		4,313		4,505		2,703		7,830		1,368		22,134
Total residential real estate	$	43,856	$	263,770	$	407,045	$	299,162	$	123,453	$	120,533	$	326,167	$	1,583,986
Current period gross write offs	$	—	$	16	$	—	$	—	$	11	$	69	$	18	$	114

Construction & land development:
Pass	$	15,190	$	50,855	$	51,246	$	10,583	$	3,541	$	11,480	$	530,018	$	672,913
Special mention	—		—		246		—		—		—		—		246
Classified	—		—		429		434		954		1,259		612		3,688
Total construction & land development	$	15,190	$	50,855	$	51,921	$	11,017	$	4,495	$	12,739	$	530,630	$	676,847
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Farmland:
Pass	$	13,229	$	39,729	$	73,744	$	30,601	$	26,441	$	28,079	$	94,236	$	306,059
Special mention	—		—		—		—		—		—		—		—

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	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Classified	69		495		148		528		67		999		212		2,518
Total farmland	$	13,298	$	40,224	$	73,892	$	31,129	$	26,508	$	29,078	$	94,448	$	308,577
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other commercial real estate:
Pass	$	16,533	$	192,870	$	498,918	$	405,736	$	244,814	$	290,923	$	1,021,581	$	2,671,375
Special mention	—		—		—		—		—		—		—		—
Classified	21		102		575		6,096		1,176		4,779		2,924		15,673
Total other commercial real estate	$	16,554	$	192,972	$	499,493	$	411,832	$	245,990	$	295,702	$	1,024,505	$	2,687,048
Current period gross write offs	$	—	$	7	$	—	$	22	$	—	$	—	$	—	$	29

Commercial & industrial loans:
Pass	$	16,818	$	104,010	$	116,089	$	35,129	$	27,143	$	25,850	$	267,195	$	592,234
Special mention	—		—		5,794		—		—		—		—		5,794
Classified	18		9,018		13,827		1,243		460		1,828		373		26,767
Total commercial & industrial loans	$	16,836	$	113,028	$	135,710	$	36,372	$	27,603	$	27,678	$	267,568	$	624,795
Current period gross write offs	$	—	$	78	$	203	$	—	$	—	$	—	$	387	$	668


Agricultural production & other loans to farmers:
Pass	$	6,462	$	13,423	$	6,276	$	3,809	$	3,045	$	1,079	$	53,280	$	87,374
Special mention	—		—		—		—		—		—		—		—
Classified	—		206		14		—		38		3		654		915
Total agricultural production & other loans to farmers	$	6,462	$	13,629	$	6,290	$	3,809	$	3,083	$	1,082	$	53,934	$	88,289
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Consumer & other loans:
Pass	$	11,176	$	34,028	$	12,104	$	3,730	$	3,356	$	566	$	31,787	$	96,747
Special mention	—		—		—		—		—		—		—		—
Classified	—		26		51		5		—		1		54		137
Total consumer & other loans	$	11,176	$	34,054	$	12,155	$	3,735	$	3,356	$	567	$	31,841	$	96,884
Current period gross write offs	$	512	$	36	$	45	$	26	$	—	$	—	$	10	$	629

The following table reflects loans by credit quality indicator and origination year at December 31, 2023. Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2023.

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	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2023		2022		2021				2020		2019		Prior		Revolving Loans Amortized Cost Basis				Total
Residential real estate:
Pass	$	273,190	$	417,855	$	305,097			$	125,236	$	51,299	$	74,212	$	284,488			$	1,531,377
Special mention	—		—		—				—		—		—		—				—
Classified	1,203		3,473		4,661				2,838		2,509		4,785		931				20,400
Total residential real estate	$	274,393	$	421,328	$	309,758			$	128,074	$	53,808	$	78,997	$	285,419			$	1,551,777
Current period gross write offs	$	—	$	32	$	11			$	36	$	3	$	173	$	—			$	255

Construction & land development:
Pass	$	58,243	$	57,699	$	17,349			$	3,802	$	6,354	$	6,323	$	578,723			$	728,493
Special mention	—		246		—				—		—		—		—				246
Classified	—		416		71				960		1,255		8		—				2,710
Total construction & land development	$	58,243	$	58,361	$	17,420			$	4,762	$	7,609	$	6,331	$	578,723			$	731,449
Current period gross write offs	$	—	$	68	$	—			$	—	$	—	$	60	$	—			$	128

Farmland:
Pass	$	41,629	$	74,359	$	32,270			$	27,928	$	13,295	$	19,374	$	98,061			$	306,916
Special mention	—		—		—				—		—		—		—				—
Classified	425		150		529				116		65		1,300		339				2,924
Total farmland	$	42,054	$	74,509	$	32,799			$	28,044	$	13,360	$	20,674	$	98,400			$	309,840
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	114	$	—	$	114	$	114

Other commercial real estate:
Pass	$	200,328	$	505,748	$	393,612			$	245,990	$	115,642	$	189,852	$	1,003,206			$	2,654,378
Special mention	—		—		—				—		—		—		—				—
Classified	127		74		5,823				456		1,234		3,365		1,499				12,578
Total other commercial real estate	$	200,455	$	505,822	$	399,435			$	246,446	$	116,876	$	193,217	$	1,004,705			$	2,666,956
Current period gross write offs	$	8	$	—	$	193			$	—	$	—	$	198	$	—			$	399

Commercial & industrial loans:
Pass	$	109,708	$	140,536	$	41,974			$	36,486	$	25,063	$	8,052	$	256,077			$	617,896
Special mention	—		—		—				—		—		—		—				—
Classified	8,954		666		1,169				458		124		1,722		539				13,632
Total commercial & industrial loans	$	118,662	$	141,202	$	43,143			$	36,944	$	25,187	$	9,774	$	256,616			$	631,528
Current period gross write offs	$	67	$	434	$	63			$	13	$	16	$	9	$	233			$	835

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	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
Agricultural production & other loans to farmers:
Pass	$	16,315	$	7,336	$	4,342	$	3,493	$	1,137	$	581	$	58,689	$	91,893
Special mention	—		—		—		—		—		—		—		—
Classified	35		—		—		44		4		—		—		83
Total agricultural production & other loans to farmers	$	16,350	$	7,336	$	4,342	$	3,537	$	1,141	$	581	$	58,689	$	91,976
Current period gross write offs	$	34	$	12	$	—	$	—	$	—	$	—	$	7	$	53

Consumer & other loans:
Pass	$	41,346	$	15,080	$	4,770	$	4,213	$	596	$	128	$	32,199	$	98,332
Special mention	—		—		—		—		—		—		—		—
Classified	14		69		24		1		—		—		45		153
Total consumer & other loans	$	41,360	$	15,149	$	4,794	$	4,214	$	596	$	128	$	32,244	$	98,485
Current period gross write offs	$	2,720	$	175	$	98	$	38	$	12	$	30	$	97	$	3,170

Allowance for Credit Losses on Loans Held for Investment (“LHFI”)

The allowance for credit loss represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The lifetime estimate also considers economic conditions. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers' creditworthiness, and the impact of examinations by regulatory agencies all could cause changes to BancPlus' allowance for credit losses.

Transactions in the allowance for credit losses and balances in the loan portfolio by loan segment are as follows:


(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total








Three Months Ended March 31, 2024
Allowance for loan losses:
Beginning balance	$	6,556	$	37,767	$	20,487	$	1,062	$	65,872
Provision for credit losses	2,310		(1,323)		697		227		1,911
Recoveries on loans	23		54		59		361		497
Loans charged off	(668)		(29)		(114)		(629)		(1,440)
Ending balance	$	8,221	$	36,469	$	21,129	$	1,021	$	66,840

Period End Allowance Balance Allocated To:
Individually evaluated	$	592	$	321	$	—	$	—	$	913
Collectively evaluated	7,629		36,148		21,129		1,021		65,927
Ending balance	$	8,221	$	36,469	$	21,129	$	1,021	$	66,840

The allowance for credit losses on LHFI increased for the three months ended March 31, 2024 primarily as a result of provision for credit losses on commercial and industrial loans. Accrued interest receivable on loans, reported as a component of accrued interest receivable on the balance sheet, totaled approximately $27.1 million at March 31, 2024 and is excluded from the estimate of credit losses.

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(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total








Three Months Ended March 31, 2023
Allowance for loan losses:
Beginning balance	$	4,750	$	26,701	$	9,958	$	1,466	$	42,875
Impact of adopting ASU 2016-13	2,166		12,770		6,464		(656)		20,744
Provision for loan losses	(312)		979		113		640		1,420
Recoveries on loans	88		115		58		591		852
Loans charged off	(288)		(71)		(173)		(956)		(1,488)
Ending balance	$	6,404	$	40,494	$	16,420	$	1,085	$	64,403

Period End Allowance Balance Allocated To:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment	6,404		40,494		16,420		1,085		64,403
Ending balance	$	6,404	$	40,494	$	16,420	$	1,085	$	64,403

Allowance for Credit Losses on Unfunded Loan Commitments

The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in Other liabilities in the Company’s Consolidated Balance Sheets. The following table provides a roll-forward of the allowance for credit losses on unfunded loan commitments for the periods presented.








	Three Months Ended March 31,
(In thousands)	2024		2023
Beginning balance	$	8,951	$	—
Impact of adopting CECL	—		12,505
(Recovery of) provision for credit losses on unfunded loan commitments	(1,875)		(897)
Ending balance	$	7,076	$	11,608

Note 6: Regulatory Matters

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements triggers certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements.

In 2019, the federal bank regulatory agencies finalized a rule that simplifies capital requirements for qualifying community banks by providing an option to use a simple leverage ratio to measure capital adequacy and to not calculate risk-based capital ratios. A qualifying community bank has less than $10 billion in total consolidated assets, limited amounts of off-balance-sheet exposures and trading assets and liabilities, and a leverage ratio greater than 9.0%. The community bank leverage ratio (“CBLR”) framework was effective on January 1, 2020, and the Company and the Bank elected to adopt the optional CBLR framework in the third quarter of 2022, as an alternative to the generally applicable capital rules.

A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of CECL. The Company adopted CECL in the first quarter of 2023 and has elected to utilize the three-year transition period.

The Bank is also subject to capital requirements under the prompt corrective action regime. The prompt corrective action framework applies only to insured depository institutions, such as the Bank, and not to their holding companies, such as the Company. As of March 31, 2024, the Bank maintained a leverage ratio of more than 9.0% and, as an institution that has elected

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to adopt the CBLR framework, the Bank was therefore categorized as well capitalized under the regulatory framework for prompt corrective action.

The following table presents actual and required capital ratios for the Company and the Bank under the CBLR and prompt corrective action regulations for the relevant periods.


	Actual				Minimum Requirement to be Well Capitalized
(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio
March 31, 2024:
Company:




Community Bank Leverage Ratio	$	762,928	10.01	%	$	685,626	9.00	%

Bank:




Community Bank Leverage Ratio	$	762,467	10.01	%	$	685,296	9.00	%


	Actual				Minimum Requirement to be Well Capitalized
(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio
December 31, 2023:
Company:




Community Bank Leverage Ratio	$	756,155	10.02	%	$	679,472	9.00	%

Bank:




Community Bank Leverage Ratio	$	755,482	10.01	%	$	679,129	9.00	%

The ability of the Company to pay future dividends, pay its expenses and retire its debt is dependent upon future income tax benefits and dividends paid to the Company by the Bank. The Bank is subject to dividend restrictions as imposed by federal and state regulatory authorities.

Note 7: Fair Value

Financial Instruments Measured at Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Valuations within these levels are based upon:

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access as of the measurement date

Level 2

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

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Level 3

Unobservable inputs that are significant to the fair value of the assets or liabilities that reflect a company’s own assumptions about the assumptions that market participants would use in pricing assets or liabilities

Management monitors the availability of observable market data to assess the appropriate classification of assets and liabilities within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. There were no transfers of financial instruments between fair value levels for any period presented.

The Company used the following methods and significant assumptions to estimate fair value.

Securities – The Company utilizes an independent pricing service to advise it on the value of the securities portfolio. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. For these investments, the inputs used by the pricing service to determine fair value may include one, or a combination of several, observable inputs such as benchmark yields, reported trades, benchmark securities, bids, offers and reference data market research publications and are classified within Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. For Level 3 securities, in addition to the inputs noted above, inputs used by the pricing service to determine fair value may also include estimated duration, municipal bond interest rate curve, and tax effected yield. There were no Level 3 securities as of March 31, 2024 or December 31, 2023. The Company’s treasury department and Asset Liability Management Committee review the aggregate fair values of the securities portfolio.

Collateral-dependent Loans with Credit Losses – Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured to determine if any credit loss exists on a non-recurring basis. Allowable methods for determining the amount of the credit loss include estimating fair value using the fair value of the collateral for collateral-dependent loans. Specific allowances for these loans are based on comparisons of the recorded carrying values of the loans to the present value of the estimated cash flows of these loans at each loan’s effective interest rate or the fair value of the collateral net of selling costs if the loan is collateral-dependent. Loans that are primarily collateral dependent loans are assessed using a fair value approach. Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or as-is value of the property being appraised. Appraisals are based on certain assumptions, which may include construction or development status and the highest and best use of the property. The appraisals are reviewed by the Company’s appraisal department to ensure they are acceptable. Loans that have experienced a credit loss are classified within Level 3 of the fair value hierarchy.

Other Real Estate Owned – Other real estate owned is initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated cost to sell. Fair value estimates begin with obtaining a current independent appraisal or internal evaluation of the collateral value. Subsequent to foreclosure, valuations are performed periodically by the Company’s appraisal department and any subsequent reduction in value is recognized by a charge to income.

Appraisals for both collateral-dependent loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed by the Company. These appraisals are reviewed by a member of the Company’s appraisal department to ensure they are acceptable. Appraised values are adjusted down for costs associated with asset disposal. The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral-dependent loans and other real estate owned are primarily based on appraisals, observable market conditions, and other factors which may affect collectability. The appraisals use marketability and comparability discounts, which generally range from 5% to 15%. Assessment of the significance of a specific input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. It is reasonably possible that a change in the estimated fair value for assets measured using Level 3 inputs could occur in the future.

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Assets and liabilities measured at fair value on a recurring basis are summarized below:


	Fair		Fair Value Measurements Using
(In thousands)	Value		Level 1		Level 2		Level 3
March 31, 2024
U.S. Treasuries	$	228,802	$	—	$	228,802	$	—
U.S. Government agency obligations	483,068		—		483,068		—
Residential mortgage-backed securities	74,082		—		74,082		—
Commercial mortgage-backed securities	12,211		—		12,211		—
Asset-backed securities	—		—		—		—
Corporate investments	46,556		—		46,556		—
State and political subdivisions	43,785		—		43,785		—
Total securities available for sale	$	888,504	$	—	$	888,504	$	—


December 31, 2023
U.S. Treasuries	$	210,118	$	—	$	210,118	$	—
U.S. Government agency obligations	454,923		—		454,923		—
Residential mortgage-backed securities	82,028		—		82,028		—
Commercial mortgage-backed securities	12,273		—		12,273		—
Asset backed securities	6,949		—		6,949		—
Corporate investments	45,539		—		45,539		—
State and political subdivisions	44,191		—		44,191		—
Total securities available for sale	$	856,021	$	—	$	856,021	$	—

There were no transfers between Level 1, 2 or 3 during the periods shown above.

Assets measured at fair value on a non-recurring basis are summarized below.


	Fair		Fair Value Measurements Using
(In thousands)	Value		Level 1		Level 2		Level 3
Collateral-dependent loans, net of allowance for credit losses:
March 31, 2024	$	30,476	$	—	$	—	$	30,476
December 31, 2023	$	15,224	$	—	$	—	$	15,224

Other real estate owned:
March 31, 2024	$	2,460	$	—	$	—	$	2,460
December 31, 2023	$	2,368	$	—	$	—	$	2,368

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a non-recurring basis.

Qualitative Information about Level 3 Fair Value Measurements

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

March 31, 2024

Collateral-dependent loans, net of specific allowance

30,476

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

2,460

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

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Qualitative Information about Level 3 Fair Value Measurements

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

December 31, 2023

Collateral-dependent loans, net of specific allowance

15,224

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

2,368

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

Fair Value of Financial Instruments

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, that are not measured and reported at fair value on a recurring or non-recurring basis. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions significantly affect the estimates and, as such, the derived fair value may not be indicative of the value negotiated in an actual sale and may not be comparable to that reported by other financial institutions. In addition, the fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

The following table presents estimated fair values of the Company’s financial instruments that are not recorded at fair value:


	March 31, 2024				December 31, 2023
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Level 1 inputs:
Cash and cash equivalents	$	389,872	$	389,872	$	266,591	$	266,591
Level 2 inputs:
Securities held to maturity	54,241		54,061		55,170		55,045
FHLB stock	18,865		18,865		23,634		23,634
Accrued interest receivable	32,134		32,134		30,086		30,086
Level 3 inputs:
Loans held for sale	7,119		7,119		6,525		6,525
Loans, net	5,999,586		5,790,660		6,016,139		5,804,169

Financial liabilities:
Level 2 inputs:
Deposits	6,571,266		6,197,102		6,325,736		6,318,082
FHLB and other borrowings	280,056		277,123		375,059		374,325
Subordinated debentures	133,725		140,212		133,677		137,428
Accrued interest payable	12,609		12,609		10,539		10,539

Note 8: Subordinated Debentures and Trust Preferred Securities

Subordinated Debentures

On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $60.0 million in aggregate principal amount of its 6.000% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the “Notes”). The Company incurred issuance costs of $1.4 million in conjunction with the issuance of the Notes. These issuance costs are netted with the balance of the Notes on the

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Company’s Consolidated Balance Sheets and will be amortized over the life of the Notes. At March 31, 2024 and December 31, 2023, the remaining unamortized balance of these issuance costs was $892,000 and $928,000, respectively. The Notes initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or the early redemption date, with interest during this period payable semiannually in arrears. From and including June 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to Three-Month Term Secured Overnight Financing Rate (“SOFR”) plus 586 basis points, with interest during this period payable quarterly in arrears. The Company used the proceeds of the private placement for general corporate purposes, including improving the Company’s liquidity and capital position.

The Notes are not redeemable by the Company, in whole or in part, prior to the fifth anniversary of the original date of issue, except that the Notes may be redeemed at any time in whole but not in part in the event of a Tier 2 Capital Event, a Tax Event, or an Investment Company Event, each as defined and described in the Notes. On or after the fifth anniversary of the original date of issue, the Notes are redeemable on any interest payment date at the option of the Company, in whole or in part in integral multiples of $1,000, at an amount equal to 100% of the outstanding principal amount redeemed plus accrued but unpaid interest thereon. Any partial redemption will be made on a pro rata basis as to the holders of the Notes. Any redemption of the Notes is subject to any applicable regulatory requirements and approvals.

Effective March 1, 2022, in conjunction with the merger (the “FTC Merger”) with First Trust Corporation (“FTC”), the Company assumed FTC’s obligations under its Subordinated Note Purchase Agreement, dated as of December 23, 2020, and the several purchasers of the $21.0 million aggregate principal amount of 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 issued thereunder (the “FTC Subordinated Notes”). The FTC Subordinated Notes will mature on December 30, 2030 and bear interest at an initial fixed rate of 5.50% per annum, payable semi-annually in arrears. From and including December 30, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to a Three-Month Term SOFR plus 527 basis points, payable quarterly in arrears. BancPlus will be entitled to redeem the FTC Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the FTC Subordinated Notes in whole upon certain other events. The FTC Subordinated Notes are not subject to redemption at the option of the holder. The FTC Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The FTC Subordinated Notes rank junior in right to payment to BancPlus’ current and future senior indebtedness. The FTC Subordinated Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The FTC Subordinated Notes vary from the amount carried on the Consolidated Balance Sheets at March 31, 2024 due to the remaining purchase premium of $348,000, which was established upon closing of the FTC Merger and is being amortized over the remaining life of the debentures.

Trust Preferred Securities

The Company also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. Under a grandfathering provision in the Basel III capital rules that applies to bank holding companies with less than $15 billion in total consolidated assets, these preferred capital securities have qualified as Tier 1 capital for the Company, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and the preferred capital securities to purchase subordinated debentures issued by the Company. These subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. The Company has fully and unconditionally guaranteed the trusts’ obligations with respect to the preferred capital securities.

The Company has the right to defer the payment of interest on the subordinated debentures at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debentures are deferred, the distributions on the trust preferred securities are also deferred. Interest on the subordinated debentures and distributions on the trust preferred securities are cumulative.

The following is a summary of subordinated debentures payable to statutory trusts.

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(In thousands)	Year of Maturity	Interest Rate	March 31, 2024		December 31, 2023
First Bancshares of Baton Rouge Statutory Trust I	2034	3 month CME Term SOFR, plus 2.50%	$	4,124	$	4,124
State Capital Statutory Trust IV	2035	3 month CME Term SOFR, plus 1.99%	5,155		5,155
BancPlus Statutory Trust II	2036	3 month CME Term SOFR, plus 1.50%	20,619		20,619
BancPlus Statutory Trust III	2037	3 month CME Term SOFR, plus 1.35%	20,619		20,619
State Capital Master Trust	2037	3 month CME Term SOFR, plus 1.46%	6,186		6,186
			$	56,703	$	56,703

The subordinated debentures payable to statutory trusts vary from the amount carried on the Consolidated Balance Sheets at March 31, 2024 due to the remaining purchase discount of $3.4 million, which was established upon the merger (the “SCC Merger”) with State Capital Corp. (“SCC”), in which BancPlus acquired SCC, the holding company of State Bank & Trust Company (“State Bank”) by a statutory share exchange and SCC was merged with and into BancPlus and State Bank was merged with and into BankPlus, with BancPlus and BankPlus surviving the mergers, which closed on April 1, 2020, and is being amortized over the remaining life of the debentures.

Interest rates adjust quarterly for the subordinated debentures with rates that were nominally indexed with LIBOR. Following the LIBOR cessation date of June 30, 2023, the interest rate on the subordinated notes was replaced with SOFR pursuant to the Adjustable Interest Rate (LIBOR) Act.

Note 9: Employee Benefits

The Company has an Employee Stock Ownership Plan (“ESOP”) that covers all employees of the Bank who are at least 21 years of age and work in a position requiring at least one thousand hours of service annually. The plan also has 401(k) provisions that allow for employee tax deferred contributions. Participants may make contributions to the ESOP in accordance with applicable regulations and the ESOP’s provisions. The Company makes a “safe harbor” matching contribution on the first 3% of an employee’s salary deferral contributions, plus an additional matching contribution equal to 50% of the next 2% of an employee’s salary deferral contributions in excess of 3%. Additional contributions are made to the ESOP at the discretion of the Company’s Board of Directors.

The ESOP owned 1,452,950 shares of the Company's common stock at both March 31, 2024 and December 31, 2023. The ESOP can enter into loans, collateralized by ESOP shares, with the Company in connection with the repurchase of shares of Company stock sold by participants in accordance with diversification provisions of the ESOP. These unallocated shares would be released to participants proportionately as the loans are repaid. Dividends on allocated shares are recorded as dividends and charged to retained earnings. Dividends on unallocated shares, if any, that are used to repay the loan would be treated as compensation expense. As of March 31, 2024, the ESOP had zero outstanding loans with the Company.

Distributions of the ESOP may be either in cash or Company common stock. The allocated shares are subject to a put option, whereby the Company will provide a market for a specified period of time for shares distributed to participants. The put price is the appraised value of the stock. The fair value of allocated shares of common stock held by the ESOP are deducted from permanent shareholders’ equity in the Consolidated Balance Sheets and reflected in a line item below liabilities and above shareholders’ equity. This presentation is necessary in order to recognize the put option within the ESOP-owned shares, consistent with U.S. Securities and Exchange Commission guidelines, that is present as long as the Company is not publicly traded. The Company uses a valuation by an external third party to determine the maximum possible cash obligation related to these securities. Increases or decreases in the value of the cash obligation are included in a separate line item in the Consolidated Statements of Shareholders’ Equity. The fair value of allocated shares held by the ESOP at March 31, 2024 was $85.0 million, based on the Company’s previously disclosed appraised value of $58.50 per share of common stock. The fair value at December 31, 2023 was $85.0 million, based on the Company’s previously disclosed appraised value of $58.50 per share of common stock. As previously disclosed, these appraised values were determined solely for purposes of the ESOP’s administration and are therefore subject to certain limitations, qualifications and assumptions and may not reflect the fair value of the Company’s common stock and should not be relied on for any reason. Neither the Company nor the ESOP has any obligation to seek an adjusted valuation, to use these appraised values for any other purpose or, if the Company or the ESOP obtains a new appraised value, to disclose such new appraised value.

Note 10: Equity

Preferred Stock

The Company’s Articles of Incorporation authorize 10,000,000 shares of preferred stock with no par value, which may be issued from time to time and in one or more classes or series upon authorization of the Board of Directors.

On June 22, 2022, the Company entered into a Letter Agreement (including annexes thereto, collectively, the “Purchase Agreement”) with the U.S. Department of Treasury (the “Treasury”) under the Emergency Capital Investment Program (“ECIP”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell 250,000 shares of the Company’s preferred stock designated as Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (the “Preferred Stock”) for an aggregate purchase price of $250.0 million in cash. The Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

The Preferred Stock bears no dividend for the first two years following the issuance of the Preferred Stock. Thereafter, the annual dividend rate will be adjusted, not lower than 0.5% and not higher than 2.0%, based on our extensions of credit for qualified lending as defined in the terms of the ECIP Interim Final Rule, the Purchase Agreement and the Certificate of Designations (the “Certificate of Designations”) and the investment amount. After the tenth anniversary of the issuance of the Preferred Stock, the dividend rate will be fixed based on the average annual amount of lending in years 2 through 10 compared to the baseline qualified lending and the average investment amount. The dividends will be payable quarterly in arrears on March 15, June 15, September 15, and December 15.

The Preferred Stock may be redeemed at the option of the Company on or after September 15, 2027 (or earlier in the event of loss of regulatory capital treatment), subject to the approval of the appropriate federal banking regulator and in accordance with the federal banking agencies’ regulatory capital regulations. The restrictions on redemption are set forth in the Certificate of Designations filed with the Mississippi Secretary of State for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of the Preferred Stock as described in Item 5.03 of our Current Report on Form 8-K filed with the SEC on June 23, 2022.

In the Purchase Agreement, the Company also agreed to, upon the future written request of the Treasury, comply with the terms of a Registration Rights Agreement included as an annex to the Purchase Agreement and incorporated by reference therein (the “Registration Rights Agreement”), providing for certain registration rights of the Treasury. As long as the Company is not eligible to file on Form S-3, upon written request of the Treasury, the Company would be required to prepare and file a shelf registration statement covering the potential resale of the Preferred Stock as promptly as practicable. Once the Company is eligible to file on Form S-3, the Company agreed to prepare and file such shelf registration statement within 30 days. The Registration Rights Agreement also includes customary “piggyback” registration rights, suspension rights, indemnification, contribution, and assignment provisions.

Note 11: Stock Based Compensation

Under the Company’s long-term incentive program, certain officers, employees and directors are eligible to receive equity-based awards under the 2018 Long-Term Incentive Plan (“LTIP”). Restricted stock awards (“RSAs”) granted under the LTIP generally vest over one to five years. Unvested RSAs are included in the Company’s common stock outstanding. Compensation expense for RSAs granted under the LTIP is recognized over the vesting period of the awards based on the fair value of the stock at the grant date, with forfeitures recognized as they occur.

Stock based compensation that has been charged against income was $1.2 million for the three months ended March 31, 2024 and $1.0 million for the same period of 2023. There were 1,240 and zero shares forfeited during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was $7.3 million of total unrecognized compensation cost related to unvested RSAs. The cost is expected to be recognized over a remaining weighted average period of 2.7 years.

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A summary of the Company’s equity-based award activity and related information for the Company’s RSAs is as follows:


	Three Months Ended
	March 31, 2024			March 31, 2023
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Beginning of period	191,700	$	63.16	184,284	$	59.36
Granted	—	—		—	—
Vested	(1,224)	50.00		(1,396)	50.00
Forfeited	(1,240)	57.99		—	—
End of period	189,236	$	63.28	182,888	$	59.43

Note 12: Contingencies

The Company, including subsidiaries, is party to various legal proceedings arising in the ordinary course of business. The Company does not believe that loss contingencies, if any, arising from pending litigation and regulatory matters will have a material adverse effect on our consolidated financial position or liquidity.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, references in this report to “we”, “us”, “our company”, “the Company”, or “BancPlus” refer to BancPlus Corporation and its subsidiaries, on a consolidated basis. All references to “BankPlus” or “the Bank” refer to BankPlus, our wholly-owned subsidiary.

The following discussion and analysis of BancPlus’ financial condition and results of operations should be read in conjunction with the unaudited interim consolidated financial statements and related notes contained in Item 1 of this Quarterly Report on Form 10-Q.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995 about BancPlus. Such statements include, without limitation, references to the Company’s predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations, and are subject to risks and uncertainties. These statements often, but not always, are preceded by, followed by or otherwise include the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “continue,” “seek,” “plan,” “can,” “should,” “could,” “would,” “will,” “to be,” “predict,” “potential,” “may,” “likely,” “will likely result,” “target,” “project” and “outlook” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry based on certain assumptions and beliefs of the Company’s management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important risk factors that could cause actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•our ability to adequately measure and limit our credit risk;

•factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions;

•our ability to prudently manage our growth, maintain our historical rate of growth in light of associated risks, and execute our strategy;

•the composition of our management team and our ability to attract and retain key personnel;

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•geographic concentration of our business within Mississippi, Alabama, Louisiana, and Florida;

•our ability to attract and retain customers, particularly in light of increased competition in the financial services industry, and particularly from regional and national institutions;

•failure of our risk management framework, disclosure controls and procedures, and internal controls over financial reporting;

•systems failures, unauthorized access, cybersecurity breaches, cyber-crime and other threats to data security or interruptions involving our information technology and telecommunications systems or third-party servicers;

•difficult business, market or political conditions and unfavorable economic trends in the United States generally, and particularly in the markets in which we operate and in which our loans are concentrated, including inflation, declines in housing markets, an increase in unemployment levels and slowdowns in economic growth;

•the impact of any future U.S. federal government shutdown and uncertainty regarding the U.S. federal government’s debt limit and credit rating;

•the soundness of other financial institutions and the impacts related to or resulting from bank failures and other economic and industry volatility, including potential increased regulatory requirements and costs and potential impacts to macroeconomic conditions;

•our ability to identify potential candidates for, consummate, and achieve synergies resulting from, potential future acquisitions;

•changes in the laws, rules, regulations, interpretations, policies or stimulus programs relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, and the uncertainty of the short- and long-term impacts of such changes;

•compliance with governmental and regulatory requirements, including relating to banking, consumer protection, securities and tax matters;

•operational risks associated with our business;

•volatility and direction of market interest rates;

•our ability to maintain important deposit customer relationships and our reputation or otherwise avoid liquidity risks;

•the obligations associated with being a public reporting company;

•the commencement and outcome of litigation and other legal proceedings against us or to which we may become subject;

•natural disasters, climate change, adverse weather, public health crises, acts of terrorism, outbreaks of hostilities, civil unrest or other international or domestic calamities, and other matters beyond our control; and

•other factors that are discussed in the sections entitled “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.

New factors emerge from time to time, and it is not possible for us to predict which will arise. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any forward-looking statement, whether written or oral, and whether as a result of new information, future developments or otherwise, except as specifically required by law.

Overview

BancPlus is a bank holding company headquartered in Ridgeland, Mississippi. Our wholly-owned bank subsidiary, BankPlus, offers a full suite of products and services to a broad spectrum of customers, including individuals, businesses and public entities. As of March 31, 2024, we operated 83 branch offices across Mississippi, Alabama, Louisiana, and Florida. Our franchise is built on a community banking approach focused on personalized, relationship-driven service combined with local market management and expertise. We have one reportable segment.

BancPlus’ business strategy is to provide exceptional community banking services and financial solutions within its markets, which enables us to fulfill our core purpose of enriching lives and building stronger communities. We believe our team of local, experienced and relationship-focused bankers, along with strong brand recognition in our communities, differentiate us from our competitors. As a result, we have a granular, stable deposit mix and a diversified loan portfolio. As of March 31, 2024, we had $6.571 billion of total deposits, and our deposit base consisted of 88.9% core deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000, with a total deposit cost of 2.39% for the year to date period. Our loan portfolio was comprised of 72.3% commercial loans and 27.7% consumer loans for the same period. BancPlus currently holds meaningful

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market share in a number of attractive markets in Mississippi, including the number three position based on deposits in the Jackson, Mississippi metropolitan statistical area as of June 30, 2023, and we believe we are well-positioned for future growth.

March 31, 2024 Highlights

•Net income for the three months ended March 31, 2024 was $17.0 million, compared with $17.1 million for the same period of 2023

•Diluted earnings per share for the three months ended March 31, 2024 were $1.48, compared with $1.49 for the same period of 2023

•Net interest income was $56.3 million for the three months ended March 31, 2024, compared with $58.2 million for the same period of 2023

•Total loans held for investment were $6.066 billion at March 31, 2024, compared with $6.082 billion at December 31, 2023

Recent Regulatory Developments

Bank Merger Review

On March 21, 2024, the FDIC published proposed revisions to its Statement of Policy on Bank Merger Transactions that may change the way the FDIC reviews bank merger applications. While the Federal Reserve has not issued a similar proposal, Federal Reserve Vice Chair for Supervision Michael Barr has stated that the Federal Reserve is working with the Department of Justice to update guidelines setting forth standards for the review of the competitive impact of a bank merger transaction. These pending regulatory revisions create uncertainty regarding the standards that the agencies may apply to their review of bank mergers and may make it more difficult and/or costly to obtain regulatory approval of a bank merger, or otherwise result in more burdensome conditions in approval orders than the agencies have previously imposed. Additionally, the agencies may begin to apply new standards in practice before they formally finalize changes to their merger policies. As a result, these new standards may limit banking organizations’ ability to grow through an acquisition or make it more costly or less beneficial for them to do so.

Results of Operations

The following discussion of BancPlus’ results of operations compares the three months ended March 31, 2024 to the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024 or for any other period.

Net Income

Net income for the three months ended March 31, 2024 and 2023 was $17.0 million and $17.1 million, respectively. BancPlus’ annualized return on average assets for the three months ended March 31, 2024 and 2023 was 0.89% and 0.98%, respectively. BancPlus’ annualized return on average equity for the three months ended March 31, 2024 and 2023 was 9.33% and 10.15%, respectively.

The decrease in net income and return on average assets and equity for the three months ended March 31, 2024 compared to the same period of 2023 was primarily the result of decreased net interest income as a result of higher cost of deposits in the current year period as well as increases in average assets and equity as a result of organic loan growth and increased balances of investment securities.

Net Interest Income

Net interest income represents interest income less interest expense. BancPlus generates interest income from interest, dividends and fees received on interest-earning assets, including loans and investment securities. BancPlus incurs interest expense from interest paid on interest-bearing liabilities, including interest-bearing deposits, borrowings and other forms of indebtedness. Net interest income typically is the most significant contributor to BancPlus’ net income. To evaluate net interest income, BancPlus measures and monitors: (i) yields on its loans and other interest-earning assets; (ii) the costs of its deposits and other funding sources; (iii) its net interest spread; and (iv) its net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and shareholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.

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Changes in market interest rates and interest BancPlus earns on interest-earning assets or pays on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, usually have the largest impact on periodic changes in its net interest spread, net interest margin and net interest income. BancPlus measures net interest income before and after the provision for credit losses that BancPlus maintains.

For the three months ended March 31, 2024, interest income was $100.5 million, an increase of $19.7 million, or 24.4%, compared to interest income of $80.8 million for the three months ended March 31, 2023. The increase in interest income for the three months ended March 31, 2024 compared to the same period of 2023 was primarily the result of higher interest rates in the current year period as well as increased interest-earning assets as a result of organic loan growth and increased balances of investment securities.

For the three months ended March 31, 2024, interest expense was $44.2 million, an increase of $21.6 million, or 95.5%, compared to interest expense of $22.6 million for the three months ended March 31, 2023. The increase in interest expense for the three months ended March 31, 2024 compared to the same period of 2023 was primarily the result of higher interest rates and increased interest-bearing deposits and FHLB advances in the current year period.

For the three months ended March 31, 2024, net interest income was $56.3 million, a decrease of $1.9 million, or 3.2%, compared to net interest income of $58.2 million for the three months ended March 31, 2023.

Net interest margin for the three months ended March 31, 2024 decreased 37 basis points to 3.14% from 3.51% for the same period of 2023, primarily as a result of the higher interest rate environment seen in the current year with rates on interest-bearing liabilities outpacing yields on interest-earning assets in the current quarter.

Our year to date average interest-earning assets at March 31, 2024 increased $0.53 billion, or 8.03%, to $7.17 billion from $6.64 billion at March 31, 2023. BancPlus’ average interest-bearing liabilities at March 31, 2024 increased $0.77 billion, or 16.31%, to $5.51 billion from $4.74 billion at March 31, 2023. These increases in BancPlus’ average interest-earning assets and interest-bearing liabilities were primarily due to organic loan and deposit growth. The ratio of BancPlus’ average interest-earning assets to average interest-bearing liabilities was 130.1% and 140.1% at March 31, 2024 and 2023, respectively.

BancPlus’ average interest-earning assets produced a tax-equivalent yield of 5.61% for the three months ended March 31, 2024, compared to 4.87% for the three months ended March 31, 2023, respectively. The average rate paid on interest-bearing liabilities was 3.21% for the three months ended March 31, 2024, compared to 1.91% for the three months ended March 31, 2023, respectively. The year-over-year changes in yields reflects the rising interest rate environment seen in the current year period.

Average Balances and Yields

The following tables show, for the three months ended March 31, 2024 and 2023, the average balances of each principal category of BancPlus’ assets, liabilities and shareholders’ equity, and an analysis of net interest income. The average balances are principally daily averages and, for loans, include both performing and nonperforming balances. These tables are presented on a tax-equivalent basis, if applicable.

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	Three Months Ended March 31,
	2024						2023
(Dollars in thousands)	Average Balance		Interest & Fees		Yield / Rate (4)		Average Balance		Interest & Fees		Yield / Rate (4)
ASSETS:
Interest-earning assets:
Cash investments:
Interest-bearing cash deposits	$	127,268	$	1,600	5.03	%	$	31,635	$	357	4.51	%

	127,268		1,600		5.03	%	31,635		357		4.51	%
Investment securities:
Taxable investment securities	878,233		6,893		3.14	%	635,344		3,066		1.93	%
Tax-exempt investment securities	55,395		342		2.47	%	64,139		380		2.37	%
Total securities	933,628		7,235		3.10	%	699,483		3,446		1.97	%
Loans (1)	6,082,924		91,227		6.00	%	5,881,779		76,747		5.22	%
Federal Home Loan Bank (“FHLB”) stock	24,964		420		6.73	%	22,781		221		3.88	%
Total interest-earning assets	7,168,784		100,482		5.61	%	6,635,678		80,771		4.87	%
Noninterest-earning assets	464,123						448,172
Total assets	$	7,632,907					$	7,083,850

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,423,982	$	6,261	1.76	%	$	1,656,880	$	3,224	0.78	%
Savings and money market deposits	2,081,907		15,929		3.06	%	1,860,403		10,579		2.27	%
Time deposits	1,532,386		15,752		4.11	%	810,804		3,357		1.66	%
Federal funds purchased	516		8		6.20	%	6,406		79		4.93	%
FHLB advances	332,804		3,902		4.69	%	269,196		3,215		4.78	%
Other borrowings	5,549		89		6.42	%	889		10		4.50	%
Subordinated debentures	133,682		2,267		6.78	%	133,485		2,154		6.45	%
Total interest-bearing liabilities	5,510,826		44,208		3.21	%	4,738,063		22,618		1.91	%
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	1,305,814						1,585,862
Other noninterest-bearing liabilities	85,558						77,818
Total noninterest-bearing liabilities	1,391,372						1,663,680
Shareholders’ equity (6)	730,709						682,107
Total liabilities and shareholders’ equity	$	7,632,907					$	7,083,850
Net interest income/net interest margin (2)			56,274		3.14	%			58,153		3.51	%
Net interest spread (5)					2.40	%					2.96	%
Taxable equivalent adjustment:
Tax-exempt investment securities (3)			110						122
Net interest income/net interest margin (2)			$	56,384	3.15	%			$	58,275	3.51	%

_______________________________

(1)Average loan balances include nonaccrual loans.

(2)Net interest margin during the periods presented represents: (i) the difference between interest income on interest-earning assets and the interest expense on interest-bearing liabilities, divided by (ii) average interest-earning assets for the period.

(3)Interest income and averages rates for tax exempt securities are presented on a tax-equivalent basis, assuming a combined federal and state income tax rate of 25% for 2024 and 2023.

(4)Yields and rates are annualized.

(5)Net interest spread is the yield on BancPlus’ total interest-earning assets less the yield on its interest-bearing liabilities.

(6)Includes BancPlus Corporation Employee Stock Ownership Plan-owned shares.

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Rate/Volume Analysis

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to the outstanding balances and those due to changes in interest rates. The change in interest attributable to rate has been determined by applying the change in rate between periods to average balances outstanding in the earlier period. The change in interest due to volume has been determined by applying the rate from the later period to the change in average balances outstanding between periods. The following table presents the changes in the volume and rate of BancPlus’ interest-bearing assets and liabilities for the dates indicated:


	Three Months Ended March 31, 2024 Compared with Three Months Ended March 31, 2023
	Change Due To:
(Dollars in thousands)	Volume		Rate		Interest Variance
Interest-earning assets:
Cash investments	$	1,202	$	41	$	1,243
Investment securities:
Taxable investment securities	1,906		1,921		3,827
Tax-exempt investment securities	(54)		16		(38)
Total securities	1,852		1,937		3,789
Loans, net	3,017		11,463		14,480
Federal Home Loan Bank stock	37		162		199
Total interest-earning assets	$	6,108	$	13,603	$	19,711

Interest-bearing liabilities:
Interest-bearing transaction deposits	$	(1,024)	$	4,061	$	3,037
Savings and money market deposits	1,695		3,655		5,350
Time deposits	7,417		4,978		12,395
Federal funds purchased	(91)		20		(71)
FHLB advances	746		(59)		687
Other borrowings	75		4		79
Subordinated debentures	3		110		113
Total interest-bearing liabilities	$	8,821	$	12,769	$	21,590
Net interest income	$	(2,713)	$	834	$	(1,879)

Provision for Credit Losses

The provision for credit losses is the amount of expense that, based on BancPlus’ judgment, is required to maintain the allowance for credit losses at an adequate level to absorb probable losses inherent in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under relevant accounting guidance. The determination of the provision for credit losses is complex and involves a high degree of judgment and subjectivity.

For the three months ended March 31, 2024, the provision for credit losses was $36,000, compared to $523,000 for the same period of 2023, a decrease of $487,000, or 93.1%. The decrease was primarily attributable to a reduction in provision for credit losses on off-balance sheet credit exposures in the current year.

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The following table presents the components of the provision for credit losses for the three months ended March 31, 2024, compared to the three months ended March 31, 2023:


	Three Months Ended March 31,
	2024		2023		$ Change		% Change
Loans	$	1,911	$	1,420	$	491	34.6	%

Off-balance sheet credit exposures	(1,875)		(897)		(978)		109.0	%
Provision for credit losses	$	36	$	523	$	(487)	(93.1)	%

Noninterest Income

Noninterest income consists of: (i) service charges on deposit accounts; (ii) mortgage origination income; (iii) debit card interchange fees; (iv) income from fiduciary activities; (v) ATM income; (vi) brokerage and insurance fees and commissions, (vii) life insurance income, (viii) CDFI grants, and (ix) other noninterest income.

BancPlus’ income from service charges on deposit accounts and debit card interchange fees is largely affected by the volume, growth and type of deposits BancPlus holds, which are impacted by prevailing market conditions for BancPlus’ deposit products, market interest rates, marketing efforts, and other factors.

Service charges on deposit accounts include fees and miscellaneous charges on deposit products offered by BancPlus. Mortgage origination income represents the gains recorded on the sale of mortgages originated by BancPlus. Debit card interchange represents income from the use of check cards by our customers. Income from fiduciary activities includes retirement and management fee income from our wealth management group. ATM income is comprised of fees from our ATM network. Brokerage and insurance fees and commissions includes stock and mutual fund brokerage fees earned by our wealth management

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group. Life insurance income includes earnings and benefits paid on bank-owned life insurance policies. Other income includes various types of income including gains on sale of other real estate, personalized check sales, and wire transfer fees.

Noninterest income increased $1.5 million, or 9.70%, to $17.4 million for the three months ended March 31, 2024 compared to $15.8 million for the same period of 2023, primarily due to an increases in other income partially offset by a decrease in service charges on deposit accounts.

The following table presents the major components of noninterest income for three months ended March 31, 2024, compared to the three months ended March 31, 2023:


	Three Months Ended March 31,
(Dollars in thousands)	2024		2023		$ Change		% Change
Noninterest income:
Service charges on deposit accounts	$	5,829	$	6,666	$	(837)	(12.6)	%
Mortgage origination income	968		687		281		40.9	%
Debit card interchange	2,536		2,566		(30)		(1.2)	%
Income from fiduciary activities	2,275		1,906		369		19.4	%
ATM income	1,195		1,474		(279)		(18.9)	%
Brokerage and insurance fees and commissions	647		637		10		1.6	%
Life insurance income	853		656		197		30.0	%
CDFI grants	—		—		—		—	%
Other income	3,073		1,247		1,826		146.4	%
Total	$	17,376	$	15,839	$	1,537	9.7	%

Service charges on deposit accounts decreased $837,000, or 12.6%, to $5.8 million for the three months ended March 31, 2024, compared to $6.7 million for the same period of 2023. The decrease was primarily the result of lower non-sufficient funds fees in the current year period.

Other income increased $1.8 million, or 146.4%, to $3.1 million for the three months ended March 31, 2024, compared to $1.2 million for the same period of 2023. The increase was primarily the result of a gain on the sale of fixed assets in the current year period.

Noninterest Expense

Noninterest expense includes: (i) salaries and employee benefits expenses; (ii) net occupancy expenses; (iii) furniture, equipment, and data processing expenses; (iv) marketing and promotional expenses; (v) other real estate expenses and losses; (vi) professional fees; and (vii) other expenses.

Salaries and employee benefits expenses include compensation, employee benefits and tax expenses for BancPlus’ personnel. Net occupancy expenses include depreciation expense on BancPlus’ owned properties, lease expense on its leased properties and other occupancy-related expenses. Furniture and equipment expenses include depreciation and maintenance and other expenses related to its furniture, fixtures and equipment. Data processing expenses include costs related to maintenance and monitoring of its systems and expenses paid to its third-party data processing system providers. Marketing and promotional expenses include costs for advertising, promotions and sponsorships. Other real estate expenses and losses include taxes, insurance, maintenance and other expenses related to BancPlus’ foreclosed properties. Professional fees include accounting and auditing, consulting and legal fees. Other expenses include expenses associated with FDIC assessments, Mississippi Department of Banking and Consumer Finance (“MDBCF”) assessments, communications, travel, meals, training, supplies, and postage.

Noninterest expense generally increases as BancPlus grows its business. Noninterest expense has increased commensurate with our growth over the past few years as BancPlus has grown organically and through acquisitions. Additionally, BancPlus has built out and modernized its operational infrastructure and implemented its plan to build an efficient, technology-driven banking operation with capacity for growth. BancPlus continues to focus efforts on supporting growth through sales efforts, product development, marketing and promotion, as well as investing in technology and its branch network, while also seeking to improve productivity and maintain appropriate cost structure and customer service levels.

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For the three months ended March 31, 2024, noninterest expense totaled $52.1 million, an increase of $0.5 million, or 0.9%, from $51.6 million for the three months ended March 31, 2023, primarily due to increases in other expenses and professional fees, partially offset by a decrease in salaries and employee benefits expense.

The following table presents the major components of noninterest expense for the three months ended March 31, 2024 compared to the three months ended March 31, 2023:


	Three Months Ended March 31,
(Dollars in thousands)	2024		2023		$ Change		% Change
Noninterest expense:
Salaries and employee benefits expenses	$	30,703	$	30,991	$	(288)	(0.9)	%
Net occupancy expenses	4,505		4,472		33		0.7	%
Furniture, equipment and data processing expenses	7,282		7,316		(34)		(0.5)	%
Marketing and promotional expenses	1,462		1,537		(75)		(4.9)	%
Other real estate expenses and losses	241		56		185		330.4	%
Professional fees	1,185		863		322		37.3	%
Other expenses	6,749		6,407		342		5.3	%
Total	$	52,127	$	51,642	$	485	0.9	%

Salaries and employee benefits expenses was the largest component of noninterest expense, representing 58.9% and 60.0% of total noninterest expense for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024, salaries and employee benefits expense decreased $288,000, or 0.9%, to $30.7 million for the three months ended March 31, 2024, compared to $31.0 million for the same period of 2023. The decrease was primarily attributable to reduced medical and dental insurance expenses in the current year period.

Professional fees increased $322,000, or 37.3%, to $1.2 million for the three months ended March 31, 2024, compared to $863,000 for the same period of 2023. The increase was primarily attributable to increased consulting expense in the current year period.

Other expenses increased $342,000, or 5.3%, to $6.7 million for the three months ended March 31, 2024, compared to $6.4 million for the same period of 2023. The increase was primarily increased FDIC assessments in the current year period.

Income Tax Expense

The provision for income taxes includes both federal and state taxes. Fluctuations in effective tax rates reflect the effect of the differences in the inclusion or deductibility of certain income and expenses for income tax purposes, the mix of BancPlus’ taxable and tax-free investments and loans, and its overall taxable income.

BancPlus recorded income tax expense of $4.5 million for the three months ended March 31, 2024, compared to $4.7 million for the same period of 2023, a decrease of $216,000, or 4.5%. BancPlus’ effective tax rate for the three months ended March 31, 2024 was 21.1%, compared to 21.8% for the same period of 2023. The decrease in income tax expense for the three months ended March 31, 2024 compared with the same period of 2023, was primarily the result of lower income before taxes in the current year period.

Financial Condition

The following discussion compares BancPlus’ financial condition as of March 31, 2024 to December 31, 2023.

Assets

Total assets increased $0.15 billion, or 2.0%, to $7.79 billion at March 31, 2024 over total assets of $7.64 billion at December 31, 2023. Total cash and cash equivalents increased $123.3 million, or 46.2%, to $389.9 million at March 31, 2024, compared to $266.6 million at December 31, 2023, primarily due to increases in deposits. Total loans held for investment decreased $0.02 billion, or 0.3%, to $6.07 billion at March 31, 2024, compared to $6.08 billion at December 31, 2023. Investment securities

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increased $31.6 million, or 3.5%, from $911.2 million at December 31, 2023 to $942.7 million at March 31, 2024 primarily as a result of increases in BancPlus’ portfolio of U.S. Government agency obligations and U.S. Treasuries.

Investment Securities Portfolio

BancPlus’ investment securities portfolio, which consists primarily of U.S. government agency obligations, mortgage-backed securities, municipal securities and corporate investments, is used as a source of liquidity and serves as collateral for certain types of deposits. BancPlus manages its investment securities portfolio according to a written investment policy. Balances in BancPlus’ investment securities portfolio change over time based on its funding needs and interest rate risk management objectives. BancPlus’ liquidity levels take into account anticipated future cash flows and all available sources of credit and are maintained at levels management believes ensure flexibility in meeting its anticipated funding needs.

As of March 31, 2024, 5.8% of BancPlus’ investment securities portfolio was classified as held to maturity and 94.2% was classified as available for sale. As of December 31, 2023, 6.1% of BancPlus’ investment securities portfolio was classified as held to maturity and 93.9% was classified as available for sale. Securities available for sale increased $32.5 million, or 3.8%, from $856.0 million at December 31, 2023 to $888.5 million at March 31, 2024 primarily as a result of increases in BancPlus’ portfolio of U.S. Treasuries and U.S. Government agency obligations.

At March 31, 2024, U.S. government agency obligations represented 51.2%, U.S. Treasuries represented 24.3%, municipal securities represented 10.4%, mortgage-backed securities represented 9.2%, and corporate investments represented 4.9% of BancPlus’ investment securities portfolio. At December 31, 2023, U.S. government agency obligations represented 49.9%, U.S. Treasuries represented 23.1%, municipal securities represented 10.9%, mortgage-backed securities represented 10.3%, corporate investments represented 5.0% and asset-backed securities represented 0.8% of BancPlus’ investment securities portfolio. Other than the U.S. government and its agencies, BancPlus’ securities portfolio did not contain securities of any single issuer, including any securities issued by a state or political subdivision, that were payable from and secured by the same source of revenue or taxing authority where the aggregate carrying value of such securities exceeded 10% of shareholders’ equity.

The following table presents the carrying value of BancPlus’ investment securities portfolio as of the dates indicated:


	March 31, 2024				December 31, 2023
(Dollars in thousands)	Carrying Value		% of Total		Carrying Value		% of Total
Held to Maturity:
(At amortized cost)

Issued by states and political subdivisions	$	54,241	5.75	%	$	55,170	6.05	%

Total held-to-maturity	54,241		5.75	%	55,170		6.05	%

Available for Sale:
(At fair value)
U.S. Treasuries	228,802		24.27	%	210,118		23.06	%
U.S. Government agency obligations	483,068		51.24	%	454,923		49.93	%
Issued by states and political subdivisions	43,785		4.64	%	44,191		4.85	%
Mortgage-backed securities:
Residential	74,082		7.86	%	82,028		9.00	%
Commercial	12,211		1.30	%	12,273		1.35	%
Asset-backed securities	—		—	%	6,949		0.76	%
Corporate investments	46,556		4.94	%	45,539		5.00	%
Total available for sale	888,504		94.25	%	856,021		93.95	%

Total investment securities	$	942,745	100.00	%	$	911,191	100.00	%

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The following tables present the carrying value of BancPlus’ investment securities portfolio by their stated maturities and the weighted average yields for each maturity range as of the dates indicated. Weighted-average yields have been computed on a fully tax equivalent basis using a tax rate of 21%.


	Maturity as of March 31, 2024
	Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years				Due After Ten Years
(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:

Issued by states and political subdivisions	$	12,858	2.85	%	$	35,066	3.02	%	$	5,092	3.58	%	$	1,225	4.30	%




Total held to maturity	12,858		2.85	%	35,066		3.02	%	5,092		3.58	%	1,225		4.30	%

Available for sale:
U.S. Treasuries	172,042		5.21	%	49,364		3.95	%	7,396		4.15	%	—		—	%
U.S. Government agency obligations	88,359		0.64	%	359,072		2.62	%	35,637		2.60	%	—		—	%
Issued by states and political subdivisions	4,964		2.40	%	21,774		2.91	%	14,928		3.12	%	2,119		4.55	%
Mortgage-backed securities:
Residential	—		—	%	1,394		1.82	%	3,716		2.81	%	68,972		2.46	%
Commercial	—		—	%	9,269		1.52	%	2,656		1.58	%	286		2.46	%
Asset-backed securities	—		—	%	—		—	%	—		—	%	—		—	%
Corporate investments	—		—	%	1,373		6.02	%	44,494		4.27	%	689		4.50	%
Total available for sale	265,365		3.64	%	442,246		2.77	%	108,827		3.44	%	72,066		2.54	%

Total investment securities	$	278,223	3.60	%	$	477,312	2.79	%	$	113,919	3.45	%	$	73,291	2.57	%

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	Maturity as of December 31, 2023
	Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years				Due After Ten Years
(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:

Issued by states and political subdivisions	$	13,776	1.42	%	$	35,076	2.94	%	$	5,093	3.61	%	$	1,225	4.31	%




Total held to maturity	13,776		1.42	%	35,076		2.94	%	5,093		3.61	%	1,225		4.31	%

Available for sale:
U.S. Treasuries	171,802		5.22	%	38,316		3.89	%	—		—	%	—		—	%
U.S. Government agency obligations	75,249		0.68	%	338,867		2.25	%	38,980		2.31	%	1,827		7.14	%
Issued by states and political subdivisions	2,962		2.99	%	23,863		2.78	%	14,667		3.13	%	2,699		4.24	%
Mortgage-backed securities:
Residential	—		—	%	1,546		1.81	%	4,023		2.80	%	76,459		2.56	%
Commercial	—		—	%	9,290		1.52	%	2,685		1.58	%	298		2.47	%
Asset-backed securities	—		—	%	—		—	%	—		—	%	6,949		6.71	%
Corporate investments	—		—	%	1,360		6.21	%	43,487		4.27	%	692		4.50	%
Total available for sale	250,013		3.83	%	413,242		2.43	%	103,842		3.25	%	88,924		3.04	%

Total investment securities	$	263,789	3.70	%	$	448,318	2.47	%	$	108,935	3.26	%	$	90,149	3.06	%

The objective of BancPlus’ investment policy is to invest funds to provide sufficient liquidity, optimize the total return of the portfolio, mitigate interest rate risk, and meet pledging requirements. In doing so, BancPlus balances the market and credit risks against the potential investment return, makes most investments compatible with the pledge requirements of any deposits of public funds, and maintains compliance with regulatory investment requirements. BancPlus’ investment policy allows portfolio holdings to include short-term securities purchased to provide needed liquidity and longer term securities purchased to generate stable income over periods of interest rate fluctuations.

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Loan Portfolio

The following tables detail composition and percentage composition of BancPlus’ loan portfolio, by category, as of the dates indicated:


	As of March 31, 2024				As of December 31, 2023
(Dollars in thousands)	Amount		Percent		Amount		Percent

Secured by real estate:
Residential properties	$	1,583,986	26.11	%	$	1,551,777	25.51	%
Construction and land development	676,847		11.16	%	731,449		12.03	%
Farmland	308,577		5.09	%	309,840		5.09	%
Other commercial	2,687,048		44.28	%	2,666,956		43.86	%
Total real estate	5,256,458		86.64	%	5,260,022		86.49	%
Commercial and industrial	624,795		10.30	%	631,528		10.38	%
Agricultural production and other loans to farmers	88,289		1.46	%	91,976		1.51	%
Consumer and other	96,884		1.60	%	98,485		1.62	%
Total loans, gross	6,066,426		100.00	%	6,082,011		100.00	%
Allowance for credit losses	(66,840)				(65,872)
Total loans, net	$	5,999,586			$	6,016,139

Our loan portfolio was comprised of 72.3% commercial loans and 27.7% consumer loans as of March 31, 2024, compared to 72.9% commercial loans and 27.1% consumer loans as of December 31, 2023. Commercial loans consist of our construction and land development, farmland, other commercial, commercial and industrial, agricultural production and other loans to farmers categories and our consumer loans consist of our residential property and consumer and other categories.

As a general practice, BancPlus originates substantially all of its loans, but BancPlus occasionally participates in syndications and other loan participations. At March 31, 2024, BancPlus’ loan portfolio included $372.6 million of loan participations purchased, or 6.14% of total loans, which included $216.5 million of shared national credits. At December 31, 2023, BancPlus’ loan portfolio included $392.8 million of loan participations purchased, or 6.46% of total loans, which included $222.5 million of shared national credits.

The following tables detail the contractual maturities and sensitivity to interest rate changes for BancPlus’ loan portfolio as of the dates indicated:


	As of March 31, 2024
(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		More Than Five Years to Fifteen		After Fifteen Years		Total
Secured by real estate:
Residential properties	$	182,493	$	533,894	$	460,252	$	407,347	$	1,583,986
Construction and land development	317,903		317,306		30,356		11,282		676,847
Farmland	43,549		123,813		109,972		31,243		308,577
Other commercial	333,800		1,708,041		477,786		167,421		2,687,048
Total real estate	877,745		2,683,054		1,078,366		617,293		5,256,458
Commercial and industrial	158,008		407,020		59,767		—		624,795
Agricultural production and other loans to farmers	32,807		54,378		1,104		—		88,289
Consumer and other loans	23,379		68,148		5,357		—		96,884
Total loans	$	1,091,939	$	3,212,600	$	1,144,594	$	617,293	$	6,066,426

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	As of December 31, 2023
(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		More Than Five Years to Fifteen		After Fifteen Years		Total
Secured by real estate:
Residential properties	$	167,444	$	501,115	$	477,595	$	405,623	$	1,551,777
Construction and land development	330,448		336,288		51,417		13,296		731,449
Farmland	50,778		113,066		112,791		33,205		309,840
Other commercial	317,227		1,686,390		482,256		181,083		2,666,956
Total real estate	865,897		2,636,859		1,124,059		633,207		5,260,022
Commercial and industrial	148,992		418,518		64,018		—		631,528
Agricultural production and other loans to farmers	45,022		46,483		471		—		91,976
Consumer and other loans	24,280		68,383		5,822		—		98,485
Total loans	$	1,084,191	$	3,170,243	$	1,194,370	$	633,207	$	6,082,011


	As of March 31, 2024
(Dollars in thousands)	Fixed Interest Rates		Floating or Adjustable Rates		Total
Secured by real estate:
Residential properties	$	1,224,358	$	359,628	$	1,583,986
Construction and land development	290,213		386,634		676,847
Farmland	180,227		128,350		308,577
Other commercial	1,970,594		716,454		2,687,048
Total real estate	3,665,392		1,591,066		5,256,458
Commercial and industrial	325,239		299,556		624,795
Agricultural production and other loans to farmers	47,486		40,803		88,289
Consumer and other loans	66,549		30,335		96,884
Total loans	$	4,104,666	$	1,961,760	$	6,066,426


	As of December 31, 2023
(Dollars in thousands)	Fixed Interest Rates		Floating or Adjustable Rates		Total
Secured by real estate:
Residential properties	$	1,222,057	$	329,720	$	1,551,777
Construction and land development	345,469		385,980		731,449
Farmland	181,753		128,087		309,840
Other commercial	1,977,444		689,512		2,666,956
Total real estate	3,726,723		1,533,299		5,260,022
Commercial and industrial	328,076		303,452		631,528
Agricultural production and other loans to farmers	47,231		44,745		91,976
Consumer and other loans	67,785		30,700		98,485
Total loans	$	4,169,815	$	1,912,196	$	6,082,011

Additionally, BancPlus enters into various other transactions to meet the financing needs of its customers including commitments to extend credit and letters of credit. Commitments to extend credit beyond current funding are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Such commitments generally have fixed expiration

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dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. At March 31, 2024, BancPlus had total off-balance sheet commitments of $1.086 billion. At March 31, 2024, BancPlus had an allowance for credit loss on off-balance sheet commitments of $7.1 million.

Asset Quality

Federal regulations and BancPlus’ internal policies require that BancPlus utilize an asset classification system as a means of managing and reporting problem and potential problem assets. BancPlus has incorporated an internal asset classification system, substantially consistent with federal banking regulations, as part of its credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses present make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose BancPlus to sufficient risk to warrant classification in one of the categories mentioned above but possess weakness are required to be designated “watch” or “special mention.”

The tables below set forth information on BancPlus’ asset classification as of the dates indicated. BancPlus had no assets classified as loss.


	As of March 31, 2024
(Dollars in thousands)	Risk Grades 1-6		Special Mention		Substandard		Doubtful		Total
Secured by real estate:
Residential properties	$	1,561,852	$	—	$	22,134	$	—	$	1,583,986
Construction and land development	672,913		246		3,688		—		676,847
Farmland	306,059		—		2,518		—		308,577
Other commercial	2,671,375		—		15,673		—		2,687,048
Total real estate	5,212,199		246		44,013		—		5,256,458
Commercial and industrial	592,234		5,794		25,441		1,326		624,795
Agricultural production and other loans to farmers	87,374		—		915		—		88,289
Consumer and other	96,747		—		137		—		96,884
Total	$	5,988,554	$	6,040	$	70,506	$	1,326	$	6,066,426


	As of December 31, 2023
(Dollars in thousands)	Risk Grades 1-6		Special Mention		Substandard		Doubtful		Total
Secured by real estate:
Residential properties	$	1,531,377	$	—	$	20,400	$	—	$	1,551,777
Construction and land development	728,493		246		2,710		—		731,449
Farmland	306,916		—		2,924		—		309,840
Other commercial	2,654,378		—		12,578		—		2,666,956
Total real estate	5,221,164		246		38,612		—		5,260,022
Commercial and industrial	617,896		—		12,016		1,616		631,528
Agricultural production and other loans to farmers	91,893		—		83		—		91,976
Consumer and other	98,332		—		153		—		98,485
Total	$	6,029,285	$	246	$	50,864	$	1,616	$	6,082,011

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Nonperforming Assets

Nonperforming loans include loans accounted for on a nonaccrual basis and loans that are 90 days past due and still accruing. Nonperforming assets consist of nonperforming loans plus foreclosed assets (i.e. real estate acquired through foreclosure).

The following table summarizes BancPlus’ nonperforming assets, by category, as of the dates indicated:


(Dollars in thousands)	March 31, 2024			December 31, 2023
Nonaccrual loans:
Real estate loans:
Residential properties	$	4,360		$	3,180
Construction and land development	233			239
Farmland	343			642
Other commercial	6,393			1,613
Total real estate	11,329			5,674
Commercial and industrial	1,820			1,523
Agricultural production and other loans to farmers	—			—
Consumer and other	59			17
Total nonaccrual loans	13,208			7,214

90+ days past due and accruing:
Real estate loans:
Residential properties	110			270
Construction and land development	1,288			—
Farmland	—			—
Other commercial	150			124
Total real estate	1,548			394
Commercial and industrial	10			339
Agricultural production and other loans to farmers	—			—
Consumer and other	4			28
Total 90+ days past due and accruing	1,562			761
Total nonperforming loans	14,770			7,975
Plus: foreclosed assets	2,460			2,368
Total nonperforming assets	$	17,230		$	10,343

Nonaccrual loans to total loans	0.22		%	0.12		%
Nonperforming loans to total loans	0.24		%	0.13		%
Nonperforming assets to total assets	0.22		%	0.14		%
Allowance for credit losses to nonaccrual loans	506.06		%	913.11		%

Total nonperforming assets increased by $6.9 million, or 66.6%, from $10.3 million at December 31, 2023 to $17.2 million at March 31, 2024, primarily the result of increases in nonaccrual and past due real estate loans in the current year period. This increase in nonperforming loans for the period ended March 31, 2024 resulted in corresponding increases in the ratios for nonperforming loans to total loans and nonperforming assets to total assets and a decrease in the ratio for allowance for credit losses to nonaccrual loans.

The balance of nonperforming assets can fluctuate due to changes in economic conditions. BancPlus has established a policy to discontinue accruing interest on a loan (that is, place the loan on nonaccrual status) after it has become 90 days delinquent as to

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payment of principal or interest, unless the loan is considered to be well-secured and in the process of collection. When a loan is placed on nonaccrual status, interest that is accrued but not collected is reversed against interest income. Generally, payments received on nonaccrual loans are applied directly to principal.

Allowance for Credit Losses

The allowance for credit losses is a reserve established through charges to earnings in the form of a provision for credit losses. BancPlus maintains an allowance for credit losses at a level management considers adequate to provide for expected credit losses on loans over the life of the loan. The level of the allowance is based on management’s evaluation of estimated losses in the portfolio, after consideration of risk characteristics of the loans and prevailing economic conditions. Loan charge-offs (i.e. loans judged to be uncollectible) are charged against the reserve and any subsequent recovery is credited to the reserve. BancPlus made the policy election to exclude accrued interest receivable on loans from the estimate of credit losses. The Company calculates estimated credit loss on its portfolio primarily using quantitative methodologies using relevant available information from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans and whether it needs to evaluate the allowance on an individual basis. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit. The Company’s segments for loans include commercial real estate, commercial and industrial, residential and consumer.

Expected credit losses are estimated over the contractual term of each loan taking into consideration expected prepayments. The contractual term excludes expected extensions, renewals, and modifications. Also included in the allowance for credit losses are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative method or the economic assumptions described above. For example, factors that the Company considers include the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due loans and non-accrual loans and current business conditions.

These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are recognized in the periods in which they become known. During the first quarter of 2024, the U.S. economy continued to experience volatility and there remains uncertainty surrounding future economic conditions as a result of supply chain disruptions, labor shortages, and the conflicts in Ukraine and the Middle East. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers’ creditworthiness, and the impact of examinations by regulatory agencies all could cause changes to BancPlus’ allowance for credit losses.

The allowance for credit losses was $66.8 million and $65.9 million, and the allowance for credit losses as a percentage of loans was 1.10% and 1.08%, at March 31, 2024 and December 31, 2023, respectively. Net charge-offs totaled $943,000 and $636,000 for the three months ended March 31, 2024 and 2023, respectively. The variance was primarily the result of a decrease in recoveries on consumer and other loans in the current year period.

The allowance for credit losses increased by $968,000, or 1.5%, to $66.8 million at March 31, 2024, from $65.9 million at December 31, 2023.

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The following is a summary of the activity in the allowance for credit loss reserve as of and for the year-to-date periods indicated:


(Dollars in thousands)	March 31, 2024			March 31, 2023

Balance, beginning of period	$	65,872		$	42,875
Impact of adopting ASU 2016-13	—			20,744
Charge-offs:
Residential properties	114			173
Construction and land development	—			7
Farmland	—			8
Other commercial	29			56
Total real estate	143			244
Commercial and industrial	668			288
Agricultural production and other loans to farmers	—			13
Consumer and other	629			943
Total charge-offs	1,440			1,488
Recoveries:
Residential properties	59			58
Construction and land development	4			3
Farmland	37			5
Other commercial	13			107
Total real estate	113			173
Commercial and industrial	23			88
Agricultural production and other loans to farmers	—			3
Consumer and other	361			588
Total recoveries	497			852
Net charge-offs	943			636
Provision for credit losses	1,911			1,420
Balance, end of period	$	66,840		$	64,403

Total loans, end of period (including loans held for sale)	$	6,073,545		$	5,960,224
Average loans	$	6,082,924		$	5,881,779
Net charge-offs (annualized) to average loans	0.06		%	0.04		%
Allowance for credit losses to total loans	1.10		%	1.08		%

The table below reflects net charge-offs to average loans outstanding, by category, during the periods presented.

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	Three Months Ended March 31,
	2024						2023
(Dollars in thousands)	Net Charge-offs		Average Loans		Net Charge-offs to Average Loans (Annualized)		Net Charge-offs		Average Loans		Net Charge-offs to Average Loans (Annualized)
Residential properties	$	55	$	1,579,703	0.01	%	$	115	$	1,407,039	0.03	%
Construction and land development	(4)		685,680		—	%	4		812,238		—	%
Farmland	(37)		309,818		(0.05)	%	3		283,020		—	%
Other commercial	16		2,693,386		—	%	(51)		2,492,168		(0.01)	%
Commercial and industrial	645		630,306		0.41	%	200		714,810		0.11	%
Agricultural production and other loans to farmers	—		80,421		—	%	10		65,515		0.06	%
Consumer and other	268		97,655		1.10	%	355		103,221		1.38	%
Loans held for sale	—		5,955		—	%	—		3,768		—	%
Total	$	943	$	6,082,924	0.06	%	$	636	$	5,881,779	0.04	%

The following tables present a summary of the allocation of the allowance for credit losses by loan portfolio category, and the percentage of loans in each category, for the periods indicated:


	March 31, 2024				December 31, 2023
(Dollars in thousands)	Amount		Percent		Amount		Percent
Residential properties	$	21,129	31.6	%	$	20,487	31.1	%
Construction and land development	14,194		21.2	%	15,494		23.5	%
Farmland	1,087		1.6	%	1,229		1.9	%
Other commercial	21,188		31.7	%	21,044		31.9	%
Total real estate	57,598		86.2	%	58,254		88.4	%
Commercial and industrial	8,221		12.3	%	6,556		10.0	%
Agricultural production and other loans to farmers	239		0.4	%	241		0.4	%
Consumer and other	782		1.2	%	821		1.2	%
Total allowance for credit losses	$	66,840	100.0	%	$	65,872	100.0	%

Goodwill and Other Intangible Assets

Goodwill was $62.8 million as of both March 31, 2024 and December 31, 2023. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired by the Company in prior acquisitions. Goodwill is not amortized but is subject to, at a minimum, an annual test for impairment. Other intangible assets consisted of acquired customer relationships from a 2014 acquisition and core deposit intangibles from the SCC Merger and the FTC Merger. Total other intangible assets at March 31, 2024 and December 31, 2023 were $9.5 million and $9.9 million, respectively. Other intangible assets are amortized over their estimated useful life.

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Deposits

The following table details composition and percentage composition of BancPlus’ deposit portfolio, by category, for the year to date periods indicated:


	March 31, 2024						December 31, 2023
(Dollars in thousands)	Average Balance		Average Rate		Percent		Average Balance		Average Rate		Percent

Non-interest bearing	$	1,305,814	0.00	%	20.58	%	$	1,496,042	0.00	%	24.82	%
Interest bearing:
Transaction accounts	1,423,982		1.76	%	22.45	%	1,469,828		1.39	%	24.39	%
Money market and other savings accounts	2,081,907		3.06	%	32.82	%	2,017,787		2.66	%	33.48	%
Certificates of deposit	1,410,778		4.00	%	22.24	%	1,038,396		2.91	%	17.23	%
Brokered time deposits	121,608		5.40	%	1.92	%	4,756		5.45	%	0.08	%
Total deposits	$	6,344,089	2.39	%	100.00	%	$	6,026,809	1.74	%	100.00	%

BancPlus relies on increasing its deposit base to fund loans and other asset growth. BancPlus competes for local deposits by offering a variety of products at competitive rates. The increase in total average deposits of $317.3 million, or 5.3%, to $6.34 billion at March 31, 2024 from $6.03 billion as of December 31, 2023 primarily resulted from increases in money market and other savings accounts and certificates of deposit driven by the higher interest rate market in addition to an increase in brokered deposits. At March 31, 2024 and December 31, 2023, BancPlus held non-time deposits in excess of FDIC insurance limits estimated at $1.89 billion and $1.99 billion, respectively.

The following table shows the maturity of certificates of deposit, including brokered time deposits, as of March 31, 2024:


(Dollars in thousands)	$250,000 or Greater		Less than $250,000		Total		Uninsured Portion
3 months or less	$	95,770	$	174,273	$	270,043	$	48,964
Over 3 months through 6 months	122,620		180,080		302,700		75,080
Over 6 months through 12 months	145,224		217,614		362,838		84,695
Over 12 months	188,875		540,262		729,137		75,400
Total certificates of deposit	$	552,489	$	1,112,229	$	1,664,718	$	284,139

Borrowed Funds

Short-term Borrowings. In addition to deposits, BancPlus uses short-term borrowings, which consist of federal funds purchased and securities sold under agreements to repurchase, to meet the daily liquidity needs of its customers and fund its loan growth. Federal funds purchased represent primarily overnight borrowings through relationships with correspondent banks. Securities sold under agreements to repurchase are considered overnight borrowings and are secured by U.S. Government agency securities. At March 31, 2024 and December 31, 2023, BancPlus had no short-term borrowings. The following is a summary of our short-term borrowings during the periods presented.

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(Dollars in thousands)	Balances Outstanding						Weighted Average Rate
March 31, 2024	Maximum Month End		Average Daily		At Period End		During Period		At Period End
Federal funds purchased	$	—	$	516	$	—	6.20	%	—	%
Securities sold under agreements to repurchase	—		—		—		—	%	—	%
	$	—	$	—	$	—

December 31, 2023
Federal funds purchased	$	—	$	1,642	$	—	4.86	%	—	%
Securities sold under agreements to repurchase	—		—		—		—	%	—	%
	$	—	$	1,642	$	—

Advances from Federal Home Loan Bank (“FHLB”) and Other Borrowings. BankPlus is a member of the FHLB, and as a result, is eligible for advances from the FHLB pursuant to the terms of various borrowing agreements, which assist BancPlus in the funding of its loan and investment portfolios. BancPlus’ FHLB advances are collateralized by a blanket lien on first mortgage and other qualifying loans. At March 31, 2024 and December 31, 2023, BancPlus had $280.1 million and $375.1 million in FHLB borrowings, at a weighted average interest rate of 4.53% and 4.79%, respectively.

The Company also has available funding from the Federal Reserve Bank’s discount window which it utilizes from time to time for short-term funding. At March 31, 2024 and December 31, 2023, the Company had zero borrowings outstanding with the Federal Reserve Bank.

Required principal payments on FHLB advances and other borrowings were as follows:


(Dollars in thousands)	March 31, 2024		December 31, 2023
2024	$	95,010	$	190,013
2025	125,013		125,013
2026	60,014		60,014
2027	14		14
2028	5		5
Thereafter	—		—
Total	$	280,056	$	375,059

Subordinated Debentures. On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $60.0 million in aggregate principal amount of its 6.000% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the “Notes”). The Company incurred issuance costs of $1.4 million in conjunction with the issuance of the Notes. These issuance costs are netted with the balance of the Notes on the Company’s consolidated balance sheet and are being amortized over the life of the Notes. At March 31, 2024 and December 31, 2023, the remaining unamortized balance of these issuance costs was $892,000 and $928,000, respectively. The Notes initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or early redemption date, with interest during this period payable semiannually in arrears. From and including June 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to the Three-Month Term Secured Overnight Financing Rate (“SOFR”) plus 586 basis points, with interest during this period payable quarterly in arrears. The Notes qualify as Tier 2 capital for regulatory capital purposes. The Company used the proceeds from the Notes for general corporate purposes, including improving the Company’s liquidity and capital position.

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thereon. Any partial redemption will be made on a pro rata basis as to the holders of the Notes. Any redemption of the Notes is subject to any applicable regulatory requirements and approvals.

Effective March 1, 2022, in conjunction with the FTC Merger, the Company assumed FTC’s obligations under its Subordinated Note Purchase Agreement, dated as of December 23, 2020, and the several purchasers of the $21.0 million aggregate principal amount of 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 issued thereunder (the “FTC Subordinated Notes”). The FTC Subordinated Notes will mature on December 30, 2030 and bear interest at an initial fixed rate of 5.50% per annum, payable semi-annually in arrears. From and including December 30, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to a Three-Month Term SOFR plus 527 basis points, payable quarterly in arrears. BancPlus will be entitled to redeem the FTC Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the FTC Subordinated Notes in whole upon certain other events. The FTC Subordinated Notes are not subject to redemption at the option of the holder. The FTC Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The FTC Subordinated Notes rank junior in right to payment to BancPlus’ current and future senior indebtedness. The FTC Subordinated Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The FTC Subordinated Notes vary from the amount carried on the consolidated balance sheet at March 31, 2024 due to the remaining purchase premium of $348,000, which was established upon closing of the FTC Merger and is being amortized over the remaining life of the debentures.

BancPlus also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. The preferred capital securities have qualified as Tier 1 capital, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and preferred capital securities to purchase subordinated debentures that BancPlus issued. The subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. BancPlus has fully and unconditionally guaranteed the trusts’ obligations on preferred capital securities.

The following table is a summary of debentures payable to statutory trusts:


(Dollars in thousands)	Year of Maturity	Interest Rate	March 31, 2024		December 31, 2023
First Bancshares of Baton Rouge Statutory Trust I	2034	3 month CME Term SOFR, plus 2.50%	$	4,124	$	4,124
State Capital Statutory Trust IV	2035	3 month CME Term SOFR, plus 1.99%	5,155		5,155
BancPlus Statutory Trust II	2036	3 month CME Term SOFR, plus 1.50%	20,619		20,619
BancPlus Statutory Trust III	2037	3 month CME Term SOFR, plus 1.35%	20,619		20,619
State Capital Master Trust	2037	3 month CME Term SOFR, plus 1.46%	6,186		6,186
			$	56,703	$	56,703

The subordinated debentures payable to statutory trusts vary from the amount carried on the consolidated balance sheet at March 31, 2024 due to the remaining purchase discount of $3.4 million, which was established upon the SCC Merger and is being amortized over the remaining life of the debentures. At March 31, 2024 and December 31, 2023, the remaining unamortized purchase discount was $3.4 million and $3.5 million, respectively.

The Company has the right to redeem the subordinated debentures prior to maturity. Upon redemption of the subordinated debentures payable to a statutory trust, the trust will also liquidate its common stock and preferred capital securities. BancPlus believes that it will be able to meet its principal and interest payment obligations as they come due through maintenance of adequate cash levels or subsequent borrowings. BancPlus expects to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. BancPlus has in place various borrowing mechanisms for both short-term and long-term liquidity needs.

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Shareholders’ Equity

Shareholders’ equity is influenced primarily by earnings, quarterly dividend payments, changes in common stock outstanding, and changes in accumulated other comprehensive income (loss) caused primarily by fluctuations in unrealized gains or losses, net of taxes, on available for sale investment securities.

Shareholders’ equity increased $10.7 million, or 1.5%, to $735.7 million at March 31, 2024 from $725.1 million at December 31, 2023, primarily due to net income of $17.0 million and stock based compensation of $1.2 million, partially offset by dividends paid of $5.5 million and other comprehensive loss of $2.0 million.

Liquidity and Capital Resources

Bank Liquidity Management

Liquidity is BancPlus’ capacity to meet its cash and collateral obligations at a reasonable cost, having cash when BancPlus needs it and having the appropriate amount of cash and other assets that are quickly convertible into cash without incurring significant loss. BancPlus is expected to maintain adequate liquidity at BankPlus to meet the cash flow requirements of its customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Maintaining an adequate level of liquidity depends on BancPlus’ ability to efficiently meet both expected and unexpected cash flows and collateral needs without adversely affecting either BancPlus’ daily operations or its financial condition. BancPlus’ Asset Liability Management Committee (“ALCO”), which is comprised of members of senior management, is responsible for managing commitments to meet the needs of customers while achieving its financial objectives. ALCO meets regularly to review balance sheet composition, funding capacities, and current and forecasted loan demand, and BancPlus’ Treasury Management department continuously monitors its liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of its short-term and long-term cash requirements.

BancPlus manages its liquidity by maintaining adequate levels of cash and other assets from on and off-balance sheet arrangements. Specifically, on-balance sheet liquidity consists of cash and due from banks and unpledged investment securities, which BancPlus considers its primary liquidity. Furthermore, a significant portion of these unencumbered liquid assets are comprised of U.S. government agency obligations, mortgage backed securities and other agency securities, which the regulatory bodies consider the most marketable and liquid, especially in a stress scenario. In regard to off-balance sheet capacity, BancPlus maintains available borrowing capacity under secured borrowing lines with the FHLB and the Federal Reserve Bank of St. Louis, as well as unsecured lines of credit for the purpose of overnight funds with various correspondent banks, which BancPlus consider its secondary liquidity. BancPlus also monitors its liquidity requirements in light of interest rate trends, changes in the economy, scheduled maturities and interest rate sensitivity of investments, loans, borrowings and deposits. As part of its liquidity management strategy, BancPlus is also focused on minimizing its costs of liquidity by growing its noninterest-bearing and other low-cost deposits and replacing higher cost borrowed funds.

The following tables provide a summary of BancPlus’ primary and secondary liquidity levels.


(Dollars in thousands) Primary Liquidity – On-Balance Sheet	March 31, 2024			December 31, 2023
Cash and cash equivalents	$	389,872		$	266,591
Total securities	942,745			911,191
Less: pledged securities	(106,216)			(122,105)
Total primary liquidity	$	1,226,401		$	1,055,677
Ratio of primary liquidity to total deposits	18.7		%	16.7		%

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Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	March 31, 2024			December 31, 2023
Net secured borrowing capacity with the FHLB	$	1,720,088		$	1,892,541
Net secured borrowing capacity with the Federal Reserve Bank	1,328,248			515,558
Unsecured borrowing capacity with correspondent lenders	198,000			218,000
Available capacity on revolving line of credit	—			20,000
Total secondary liquidity	$	3,246,336		$	2,646,099
Ratio of primary and secondary liquidity to total deposits	68.1		%	58.5		%

During the three months ended March 31, 2024, BancPlus’ primary liquidity increased by $170.7 million to $1.23 billion, compared to $1.06 billion at December 31, 2023, primarily due to an increase in cash and securities and a decrease in pledged securities. Secondary liquidity increased by $600.2 million to $3.25 billion as of March 31, 2024 from $2.65 billion as of December 31, 2023. This increase was primarily due to an increase in BancPlus’ Federal Reserve borrowing capacity.

In addition to its primary liquidity, BancPlus generates liquidity from cash flows from its loan and securities portfolios and from its large base of core customer deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000. Core deposits totaled $5.85 billion and $5.77 billion and represented 88.9% and 91.1% of total deposits as of March 31, 2024 and December 31, 2023, respectively. These core deposits are normally less volatile, often with customer relationships tied to other products, which promote long-standing relationships and stable funding sources.

Holding Company Liquidity Management

BancPlus is a corporation separate and apart from BankPlus and, therefore, it must provide for its own liquidity. BancPlus’ main source of funding is dividends declared and paid to it by BankPlus. Statutory and regulatory limitations exist that affect the ability of BankPlus to pay dividends to the holding company. BancPlus believes that these limitations will not impact the ability of the holding company to meet its ongoing short-term cash obligations.

Due to state banking laws, BankPlus may not pay dividends without the prior approval of the MDBCF. BankPlus received permission from the MDBCF to pay dividends of $7.2 million to BancPlus for both of the year-to-date periods ended March 31, 2024 and March 31, 2023. These dividends were used by the holding company to pay dividends to the BancPlus shareholders, principal and interest payments on debt and general operating expenses.

Capital Management and Regulatory Capital Requirements

BancPlus is subject to various capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on BancPlus’ business operations.

Further, under prompt corrective action regulations, an insured depository institution is classified in one of several tiers based on its level of capital and other factors, and may be subject to an escalating series of remedial measures if it is less than “well capitalized.” An institution is deemed “well capitalized” if it satisfies certain capital ratios and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. As of March 31, 2024, the Bank maintained a leverage ratio of more than 9.0% and, as an institution has elected to adopt the CBLR framework, the Bank was therefore well capitalized under the regulatory framework for prompt corrective action.

As of March 31, 2024 and December 31, 2023, BancPlus and BankPlus met the minimum CBLR requirement and therefore satisfied the capital adequacy requirements to which they are subject. As a bank holding company, BancPlus is not subject to the prompt corrective action regime that applies to insured depository institutions, including BankPlus.

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BancPlus’ consolidated and BankPlus’ actual capital amounts and ratios are shown in the following tables as of the dates indicated (dollars in thousands):


	Actual				Minimum Requirement to be Well Capitalized
As of March 31, 2024:	Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:




Community Bank Leverage Ratio	$	762,928	10.01	%	$	685,626	9.00	%

Bank:




Community Bank Leverage Ratio	$	762,467	10.01	%	$	685,296	9.00	%


	Actual				Minimum Requirement to be Well Capitalized
As of December 31, 2023:	Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:




Community Bank Leverage Ratio	$	756,155	10.02	%	$	679,472	9.00	%

Bank:




Community Bank Leverage Ratio	$	755,482	10.01	%	$	679,129	9.00	%

Contractual Obligations

Contractual obligations as of March 31, 2024 totaled $2.12 billion and were primarily comprised of deposits with maturities of $1.66 billion, subordinated debentures of $133.7 million and operating lease obligations of $44.3 million. Contractual obligations due within the next twelve months were $1.04 billion and were primarily related to time deposits with maturity dates and short-term FHLB advances due in 2023-2024. Contractual obligations due in more than 12 months were $1.09 billion and were comprised of $729.1 million of time deposits with maturity dates and $133.7 million of subordinated debentures with maturities ranging from 2030 through 2037. BancPlus expects to have adequate liquidity to meet these short and long-term obligations through profitability, repayments from loans and investment securities, deposit gathering activity and access to borrowing sources.

Recent Accounting Pronouncements

See Note 1 Basis of Presentation in our Condensed Notes to Consolidated Financial Statements elsewhere in this Quarterly Report on Form 10-Q for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

Critical Accounting Policies and Estimates

There have been no material changes to the critical accounting policies and estimates previously disclosed under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Interest Rate Risk

As a financial institution, BancPlus’ primary market risk is interest rate risk, which is defined as the risk of economic loss due to changes in interest rates. These economic losses can be reflected as a loss of future net interest income and/or loss of current fair market value. BancPlus regularly seeks to measure and manage the potential impact of interest rate risk. Interest rate risk occurs

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when interest earning assets and interest-bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when BancPlus’ assets and liabilities each respond differently to changes in interest rates.

BancPlus’ management of interest rate risk is overseen by the ALCO. BancPlus’ risk management infrastructure, approved by the BancPlus Board of Directors, outlines reporting and measurement requirements. In particular, this infrastructure establishes limits and management targets for various metrics, including net interest income at risk and economic value of equity at risk, given instantaneous parallel shifts in interest rates. BancPlus’ risk management infrastructure also requires a periodic review of all key assumptions used, such as appropriate interest rate scenarios, loan prepayment rates, and transaction deposit durations.

BancPlus currently does not utilize derivative products to manage interest rate risk, although its policy does allow the use of derivatives within established parameters. BancPlus manages the interest rate risk associated with its interest bearing liabilities by managing the interest rates and terms associated with its borrowings and customer deposits on which BancPlus relies for funding. For instance, BancPlus occasionally uses special offers on deposits to attract additional balances, maintain current balances, and manage terms associated with its interest-bearing liabilities. BancPlus manages the interest rate risk associated with its earning assets by managing the interest rates and terms associated with its loan portfolio and investment securities portfolio.

Net Interest Income Simulation and Economic Value Analysis

On a quarterly basis, BancPlus uses a model to simulate and measure potential changes in its net interest income and economic value of equity (“EVE”) given instantaneous parallel shifts in interest rates. BancPlus’ net interest income at risk simulation measures shorter term risk over 12 and 24 month time frames. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value given the changes in interest rates. EVE is a point-in-time measurement that helps quantify longer term interest rate risk in the current balance sheet. The model has inherent limitations since the results are based on a given set of rate changes and assumptions as of a certain point in time. For purpose of the simulation, BancPlus assumes no balance sheet growth. Therefore, the model’s results reflect an interest rate shock to a static balance sheet.

Potential changes over a 12-month horizon to BancPlus’ net interest income and EVE in hypothetical rising and declining interest rate scenarios calculated as of March 31, 2024 and December 31, 2023 are presented in the table below. The projections for March 31, 2024 and December 31, 2023 assume immediate, parallel shifts down from the yield curves of 100, 200, and 300 basis points and immediate, parallel shifts up of 100, 200, and 300 basis points.


	As of March 31, 2024								As of December 31, 2023
(Dollars in thousands)	Change in Net Interest Income				Change in Economic Value of Equity				Change in Net Interest Income				Change in Economic Value of Equity
Parallel Rate Shift (basis points)	$		%		$		%		$		%		$		%
300	$	(10,195)	(4.1)	%	$	(89,990)	(11.6)	%	$	(15,978)	(6.8)	%	$	(79,469)	(12.4)	%
200	$	(6,674)	(2.7)	%	$	(60,991)	(7.9)	%	$	(10,341)	(4.4)	%	$	(51,902)	(8.1)	%
100	$	(3,276)	(1.3)	%	$	(31,903)	(4.1)	%	$	(5,076)	(2.1)	%	$	(25,440)	(4.0)	%
Unchanged	$	—	—	%	$	—	—	%	$	—	—	%	$	—	—	%
-100	$	710	0.3	%	$	26,040	3.4	%	$	5,559	2.4	%	$	22,024	3.4	%
-200	$	(185)	(0.1)	%	$	45,190	5.9	%	$	10,292	4.4	%	$	38,680	6.0	%
-300	$	(1,491)	(0.6)	%	$	57,428	7.4	%	$	14,391	6.1	%	$	52,515	8.2	%

The table above indicates that in the event of an immediate and sustained 300 basis point increase in interest rates, BancPlus would have experienced a 4.1% decrease in net interest income in year one and an 11.6% decrease in EVE as of March 31, 2024. At December 31, 2023, in the event of an immediate and sustained 300 basis point increase in interest, BancPlus would have experienced a 6.8% decrease in net interest income and a 12.4% decrease in EVE. In the event of an immediate 100 basis point decrease in interest rates, BancPlus would have experienced an increase of 0.3% in net interest income and a 3.4% increase in EVE as of March 31, 2024, and a 2.4% increase in net interest income and a 3.4% increase in EVE as of December 31, 2023.

The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. The timing and magnitude of interest rate changes will most likely differ substantially from what is depicted. The shape or steepness of the yield curve typically changes with each change in the Fed Funds target range. Increasing rates could reduce net interest income even more if BancPlus is required to increase deposit rates faster than planned to maintain valumes. Results could also change depending on faster or slower prepays in loans or early withdrawals in deposits than those

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assumed in the model. Finally, the results do not incorporate growth in the balance sheet or strategic changes made in response to changes in rates.

Because of the flaws in the nature of the static balance sheet rate shocks, ALCO also periodically reviews model simulations that incorporate many of the factors mentioned above. These alternate scenarios change given the current economic environment, but may include the following: (1) expected balance sheet growth, (2) changes in rates timed with Federal Open Market Committee meetings, (3) increased early withdrawals of time deposits, (4) shifts in funding out of deposits and into wholesale borrowings, and (5) decreased growth of loans and deposits. Using a variety of scenarios in addition to BancPlus’ standard shocked scenarios enables ALCO to form a more accurate analysis of BancPlus’ overall interest rate sensitivity.

Impact of Inflation and Changing Prices

BancPlus’ consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of BancPlus’ assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on BancPlus’ performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of BancPlus’ Principal Executive Officer and Principal Financial Officer, of the effectiveness of BancPlus’ disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, BancPlus’ disclosure controls and procedures were effective to ensure that information required to be disclosed by BancPlus in the reports required to be filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Effective January 1, 2023, BancPlus adopted FASB ASU 2016-13. BancPlus implemented changes to its policies, processes and controls over the estimation of the allowance for credit losses to support the adoption of FASB ASU 2016-13. Management revised previous internal controls used under legacy GAAP and incorporated new internal controls to ensure adequacy of the reserve levels under the new allowance for credit losses methodology. Changes to internal controls as a result of adopting FASB ASU 2016-13 were a result of changes in the calculation under the new allowance for credit losses methodology and did not change the overall nature of the controls.

There has been no change in BancPlus’ internal control over financial reporting identified in connection with the evaluation required by Rule 15d-15(e) under the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, BancPlus’ internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information about our legal proceedings refer to Footnote 12 to our Condensed Notes to Consolidated Financial Statements for the quarter ended March 31, 2024 contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

In addition to the above, the Company, including its subsidiaries, is party to various legal proceedings arising in the ordinary course of business. We do not believe that loss contingencies, if any, arising from pending litigation and regulatory matters will have a material adverse effect on our consolidated financial position or liquidity.

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Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans Of Directors and Executive Officers

During the three months ended March 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits


2.1*			Agreement and Plan of Share Exchange and Merger, dated September 28, 2021, as amended February 9, 2022, by and among BancPlus Corporation, BankPlus, First Trust Corporation and First Bank and Trust (incorporated by reference to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-261311), as amended, filed on February 11, 2022)
3.1			Articles of Incorporation of BancPlus Corporation (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of the Registrant, filed on May 12, 2023)
3.2			By-laws of BancPlus Corporation (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K of the Registrant, filed on March 9, 2023)
4.1			Specimen Certificate for BancPlus Corporation Common Stock (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-4 as amended (File No. 333-236022), of the Registrant, filed on January 31, 2020)
4.2			Form of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2030 (incorporated by reference to Exhibit A of Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on June 5, 2020)
4.3			Form of 5.50% Fixed-to-Floating Rate Subordinated Note due 2030 (incorporated by reference to Exhibit A of Exhibit 10.3 of the Current Report on Form 8-K of the Registrant filed on March 1, 2022)
4.4			Registration Rights Agreement, dated February 28, 2022, by and among BancPlus Corporation and Joseph C. Canizaro, and Joseph C. Canizaro, as trustee of The Corte Trust (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on March 1, 2022)
4.5			Certificate of Designations of Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on June 23, 2022)
4.6			Form of Certificate for Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of the Registrant filed on June 23, 2022)
31.1+			Certification by Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.2+			Certification by Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
32.1++			Certification by Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2++			Certification by Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101+			Inline XBRL Interactive Data
104+			Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.

+ Filed herewith.

++ Furnished herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BancPlus Corporation


Date:	May 9, 2024	By:	/s/ William A. Ray
			William A. Ray
			Vice Chairman, President and Chief Executive Officer
			(Principal Executive Officer)


Date:	May 9, 2024	By:	/s/ Karlen Turbeville
			Karlen Turbeville
			Senior Executive Vice President and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)