v3.26.1
Mergers and Acquisitions
 6 Months Ended
Jun. 30, 2026
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 $1,052,690. The Company issued 30,811,851 shares of common stock and paid approximately $1,869, net of tax benefit, to The First stock option holders for 100% of the voting equity interest in The First. At closing, The First merged with and into the Company, with the Company the surviving corporation in the merger; immediately thereafter, The First Bank merged with and into Renasant Bank, with Renasant Bank the surviving banking corporation in the merger. Before the merger, The First operated 116 banking locations throughout Louisiana, Mississippi, Alabama, Georgia and Florida. No transaction costs were incurred during the three or six months ended June 30, 2026. The Company incurred transaction costs of $20,479 and $21,270 during the three and six months ended June 30, 2025, respectively. These transaction costs are reported in the line item “Merger and conversion related expenses” in the Consolidated Statements of Income.
The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at estimated fair values as of the acquisition date. The Company recorded approximately $584,499 in intangible assets, which consisted of goodwill of $419,023, a core deposit intangible of $159,610 and a customer relationship intangible of $5,866 associated with Southwest Georgia Insurance Services, Inc. (“SGIS”), The First’s wholly-owned insurance agency subsidiary. Goodwill resulted from a combination of revenue enhancements from expansion in existing markets and efficiencies resulting from operational synergies. The fair value of the core deposit intangible is being amortized over its estimated useful life, currently expected to be approximately 10 years. The goodwill is not deductible for income tax purposes. On December 31, 2025, substantially all of the assets and certain liabilities of SGIS, including the customer relationship intangible, were sold, with no gain or loss recognized on the sale.
The Company assumed the outstanding short-term borrowings and long-term debt of The First. Short-term borrowings consisted of $298,250 in short-term advances from the Federal Home Loan Bank. Long-term debt consisted of $95,262 and $25,653 in subordinated notes and junior subordinated debentures, respectively.

The following table summarizes the calculation of the purchase price in connection with the Company’s merger with The First.
Purchase Price:
Shares issued to common shareholders, excluding unvested restricted stock awards30,811,851 
Purchase price per share$33.93 
Value of stock paid$1,045,446 
Fair value of converted unvested restricted stock awards for pre-combination service5,375 
Cash settlement for stock options, net of tax benefit1,869 
  Total purchase price
$1,052,690 
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.
Fair Value of Net Assets Acquired
Cash and cash equivalents$263,352 
Securities1,457,377 
Loans, including loans held for sale5,173,334 
Premises and equipment179,629 
Bank-owned life insurance146,601 
Other real estate owned11,032 
Other intangible assets165,476 
Other assets175,627 
Total assets$7,572,428 
Deposits6,449,393 
Borrowings419,165 
Other liabilities70,203 
Total liabilities$6,938,761 
Net identifiable assets acquired over liabilities assumed$633,667 
Goodwill(1)
419,023 
Net assets acquired over liabilities assumed$1,052,690 
(1) The goodwill resulting from the merger has been assigned to the Community Banks operating segment.
The following table presents additional information related to the acquired loan portfolio at the acquisition date on April 1, 2025:
April 1, 2025
Purchased Credit-Deteriorated (“PCD”) loans:
Par value$168,511 
Allowance for credit losses at acquisition(25,003)
Non-credit discount(4,021)
Purchase price$139,487 
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 
The Company has determined it is impracticable to disclose stand-alone revenues and earnings for legacy The First since April 1, 2025 due to the merging of certain processes during the second quarter of 2025.
Acquisition of Factoring Business
Effective April 30, 2026, the Company, through Republic Business Credit, acquired a 100% ownership interest in certain factoring assets and business processes from REV Capital. The acquisition provided the Company with factoring receivables, customer relationships and a contractual workforce. This business combination allows the Company to expand into the temporary staffing factoring industry.
The transaction was accounted for under the acquisition method, in which the assets acquired were recorded at fair value as of the acquisition date. The fair value measurements are best estimates made by management, are dependent on certain
assumptions, including initial estimates of the fair value of the intangible assets, and are subject to adjustment for up to one year as additional information becomes available. The purchase consideration allocation below is considered preliminary and is subject to revision.
The following tables provide a preliminary allocation of the purchase consideration to the identified assets and goodwill acquired at the acquisition date:
Purchase Consideration:
Cash consideration(1)
$70,026 
Contingent consideration6,327 
  Total purchase consideration
$76,353 
Assets Acquired:
Factoring receivables (Net Funds Employed)$58,326 
Allowance for credit losses(1,749)
Accrued fees905 
Customer relationship intangible6,200 
Contract-based intangible1,800 
Total assets$65,482 
Total identifiable assets acquired65,482 
Goodwill(2)
10,871 
  Total assets acquired
$76,353 
(1) Includes holdback of $2,414.
(2) The goodwill resulting from the acquisition has been assigned to the Community Banks operating segment.
The Company paid cash in the amount of $70,026 less certain holdbacks. In addition, the Company is obligated to pay additional amounts over a two-year period to REV Capital based on the level of growth of the factoring receivables generated from the existing customer relationships and new customer generation from the contractual workforce (the “Contingent Consideration”). The total undiscounted amount that the Company could pay under the Contingent Consideration arrangement is between $0 and $6,983, plus an additional 5% of the average factoring receivables if certain milestones are met. The fair value of the Contingent Consideration, estimated using a scenario-based probability approach and discounted, was $6,327 as of April 30, 2026. Accordingly, the total fair value of consideration paid, including Contingent Consideration, is $76,353.
The factoring receivables are financial assets that have not experienced more-than-insignificant credit deterioration since origination. Pursuant to ASU 2025-08, since the factoring receivables are purchased seasoned loans, the allowance for credit losses is being recorded using the gross-up method. The factoring receivables, which have short maturities and floating interest rates indexed to benchmark market rates, are being recorded at their net funds employed, which is equal to the receivables acquired, less customer holdbacks.
The Company did not incur significant acquisition-related costs as part of this business combination.
The customer relationship intangible asset represents the value from future factored receivables expected to be generated from the acquired customer base. The contract-based intangible asset represents the additional costs that the Company would incur if it were to acquire an at-market contract similar to a sales channel agreement acquired as part of this acquisition. The customer relationship intangible is being amortized over its expected useful life of six years. The contract-based intangible is being amortized over three years. Fair value for the customer relationship was calculated using an income approach based on the multi-period excess earnings method. Fair value for the contract-based intangible was calculated using an income approach based on the with-and-without method.
The goodwill is expected to be fully tax deductible and represents the expected synergies, benefits to our brand, and acquired know-how from the acquisition.
Given the nature of the assets acquired, lack of historical financial data for the acquired assets, and systems conversion, the Company has determined that it is impracticable to disclose pro forma financials or revenue and earnings since the date of acquisition.