v3.25.2
Mergers and Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]  
Mergers and Acquisitions Mergers and Acquisitions
(Dollar Amounts In Thousands, Except Share Data)
Acquisition of The First Bancshares, Inc. (“The First”)

Effective April 1, 2025, the Company completed its acquisition by merger of The First, the parent company of The First Bank, in a transaction valued at approximately $1,061,780. The Company issued 31,238,172 shares of common stock and paid approximately $1,869, net of tax benefit, to The First stock option holders for 100% of the voting equity interest in The First. At closing, The First merged with and into the Company, with the Company the surviving corporation in the merger; immediately thereafter, The First Bank merged with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger. Before the merger, The First operated 116 banking locations throughout Louisiana, Mississippi, Alabama, Georgia and Florida.
The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at estimated fair values on the acquisition date. The Company recorded approximately $590,494 in intangible assets which consist of goodwill of $430,884 and a core deposit intangible of $159,610. Goodwill resulted from a combination of revenue enhancements from expansion in existing markets and efficiencies resulting from operational synergies. The fair value of the core deposit intangible is being amortized over its estimated useful life, currently expected to be approximately 10 years. The goodwill is not deductible for income tax purposes.

The following table summarizes the allocation of purchase price to assets and liabilities acquired in connection with the Company’s merger with The First based on their fair values on April 1, 2025.
Purchase Price:
Shares issued to common shareholders31,238,172 
Purchase price per share$33.93 
Value of stock paid$1,059,911 
Cash settlement for stock options, net of tax benefit1,869 
  Total purchase price
$1,061,780 
Net Assets Acquired:
Stockholders’ equity at acquisition date$993,475 
Increase (decrease) to net assets as a result of fair value adjustments
to assets acquired and liabilities assumed:
  Securities(71,772)
  Loans, including loans held for sale(152,153)
  Premises and equipment(1,596)
  Intangible assets(169,809)
  Other real estate owned2,696 
  Other assets(15,807)
  Deposits7,391 
  Borrowings2,902 
  Other liabilities15,903 
  Deferred income taxes19,666 
     Total net assets acquired
630,896 
     Goodwill resulting from merger(1)
$430,884 
(1) The goodwill resulting from the merger has been assigned to the Community Banks operating segment.

The following table summarizes the fair value on April 1, 2025 of assets acquired and liabilities assumed on that date in connection with the merger with The First.
Cash and cash equivalents$261,484 
Securities1,457,203 
Loans, including loans held for sale5,174,903 
Premises and equipment173,174 
Bank-owned life insurance146,601 
Other real estate owned11,109 
Intangible assets590,494 
Other assets173,359 
Total assets$7,988,327 
Deposits$6,449,394 
Borrowings419,165 
Other liabilities59,857 
Total liabilities$6,928,416 
Net assets acquired over liabilities assumed$1,059,911 
Cash settlement for stock options, net of tax benefit1,869 
Total purchase price$1,061,780 
The following table presents additional information related to the acquired loan portfolio at the acquisition date:
April 1, 2025
PCD loans:
Par value$168,511 
Allowance for credit losses at acquisition(23,492)
Non-credit discount(4,021)
Purchase price$140,998 
Non-PCD loans:
Fair value$5,032,996 
Gross contractual amounts receivable5,233,447 
Estimate of contractual cash flows not expected to be collected62,190 

Supplemental Pro Forma Combined Condensed Consolidated Results of Operations
The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the three and six months ended June 30, 2025 and 2024 of the Company as though the merger with The First had been completed as of January 1, 2024. The unaudited pro forma information combines the historical results of The First with the Company’s historical consolidated results and applies the impact of purchase accounting adjustments such as loan discount accretion, deposit amortization and intangible assets amortization as if the merger was completed as of January 1, 2024. It excludes $20,479 of merger-related expenses and $66,612 of Day 1 acquisition provision expense from the second quarter of 2025 and instead includes such expenses in the first quarter of 2024. The pro forma information is not necessarily indicative of what would have occurred had the acquisition taken place on January 1, 2024. The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies. Other than the aforementioned $20,479 in merger-related expenses, attributed to the first quarter of 2024, merger expenses are reflected in the period in which they were incurred.
(Unaudited)(Unaudited)
Three Months EndedSix Months Ended
 June 30,June 30,
 2025202420252024
Net interest income - pro forma $215,451 $201,496 $424,409 $403,269 
Noninterest income - pro forma $48,334 $49,552 $93,263 $101,084 
Noninterest expense - pro forma $161,735 $163,760 $364,703 $348,468 
Net income - pro forma $85,691 $65,220 $121,325 $64,926 
Earnings per share - pro forma:
Basic$0.91 $0.74 $1.28 $0.74 
Diluted$0.90 $0.74 $1.28 $0.74 
The Company has determined it is impracticable to disclose stand-alone revenues and earnings for legacy The First since April 1, 2025 due to the merging of certain processes during the second quarter of 2025.