Renasant (RNST) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a leading Southeast regional bank with a six-state footprint, expanded scale, and enhanced presence in dynamic growth markets across Florida, Georgia, Mississippi, Louisiana, Alabama, and South Georgia.

• Both organizations share a strong community banking culture, granular customer bases, and robust credit cultures, supporting smooth integration and risk mitigation.

• The deal leverages complementary strengths, aims to enhance brand recognition, and strengthens the ability to serve clients with a larger lending base and enhanced products and services.

• Enhances demographic profile and branch density, especially along the I-10 corridor and in growth markets like Atlanta.

• The combined entity will deliver expanded locations, services, and products while maintaining a community bank approach.

Financial terms and conditions

• All-stock transaction valued at approximately $1.2 billion, with a 1-to-1 exchange ratio; FBMS options to be settled in cash.

• Aggregate consideration is $1.2 billion, or $37.09 per FBMS share, representing a 20% market premium.

• Combined assets will total $25 billion, with modeled 30%+ EPS accretion in 2025 and ROA increasing to 1.3%.

• CET1 ratio projected at 11% and total risk-based capital at 15% at close, with annual capital build of 70-80 basis points.

• Pro forma ownership: 65% RNST, 35% FBMS; assumes $150 million common equity offering and exercise of 15% option.

Synergies and expected cost savings

• Anticipated cost savings equal 30% of FBMS's 2025 noninterest expense, with 40% realized in 2H 2025 and full run-rate thereafter.

• Opportunities for revenue synergies in mortgage, treasury management, and specialty lending lines, though not modeled.

• Fully phased-in cost savings drive meaningful EPS accretion and efficiency improvements.

• Existing infrastructure investments will be leveraged for scale, minimizing incremental costs.