RENASANT CORPRNST
RENASANT CORP Debt Disclosure
Long-Term Debt
(In Thousands)
Long-term debt as of December 31, 2025 and 2024 is summarized as follows:
| 2025 | 2024 | ||||||||||
| Federal Home Loan Bank advances | $ | — | $ | — | |||||||
| Junior subordinated debentures | 140,632 | 113,916 | |||||||||
| Subordinated notes | 359,124 | 316,698 | |||||||||
| Total long-term debt | $ | 499,756 | $ | 430,614 | |||||||
Federal Home Loan Bank Advances
Long-term FHLB borrowings are used to match fund fixed rate loans in order to minimize interest rate risk and also are used to meet day-to-day liquidity needs, particularly when the cost of such borrowings compares favorably to the rates required to attract deposits. The Company did not have any outstanding long-term advances from the FHLB during 2025 and 2024. The total amount of the credit available to the Company from the FHLB at December 31, 2025 was $5,574,759.
Junior Subordinated Debentures
The Company owns the outstanding common securities of business trusts that issued corporation-obligated mandatorily redeemable preferred capital securities to third-party investors. The trusts used the proceeds from the issuance of their preferred capital securities and common securities (collectively referred to as “capital securities”) to buy floating rate junior subordinated debentures issued by the Company (or by companies that the Company subsequently acquired). The debentures are the trusts’ only assets and interest payments from the debentures finance the distributions paid on the capital securities. Distributions on the capital securities are payable quarterly at a rate per annum equal to the interest rate being earned by the trusts on the debentures held by the trusts. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. The Company has entered into an agreement which fully and unconditionally guarantees the capital securities of each trust subject to the terms of the guarantee.
The interest rate on the debentures reprices quarterly equal to the three-month CME Term SOFR at the determination date plus the applicable spread. The debentures owned by the respective trusts are currently redeemable at par. The Company assumed junior subordinated debentures from The First with a carrying value of $25,653. The following table provides the details of the debentures as of December 31, 2025:
| Principal Amount | Carrying Value | Spread (in bps) | Year of Maturity | Amount Included in Tier 2 Capital | |||||||||||||||||||||||||
| PHC Statutory Trust I | $ | 20,619 | $ | 20,619 | 311 | 2033 | $ | 20,000 | |||||||||||||||||||||
| PHC Statutory Trust II | 31,959 | 31,959 | 213 | 2035 | 31,000 | ||||||||||||||||||||||||
| Capital Bancorp Capital Trust I | 12,372 | 12,372 | 176 | 2035 | 12,000 | ||||||||||||||||||||||||
| First M&F Statutory Trust I | 30,928 | 26,360 | 159 | 2036 | 25,433 | ||||||||||||||||||||||||
| Brand Trust I | 10,310 | 9,878 | 231 | 2035 | 9,568 | ||||||||||||||||||||||||
| Brand Trust II | 5,155 | 5,190 | 326 | 2037 | 5,035 | ||||||||||||||||||||||||
| Brand Trust III | 5,155 | 5,191 | 326 | 2038 | 5,036 | ||||||||||||||||||||||||
| Brand Trust IV | 3,093 | 3,284 | 401 | 2038 | 3,191 | ||||||||||||||||||||||||
| FMB Trust I | 6,186 | 6,228 | 311 | 2033 | 6,041 | ||||||||||||||||||||||||
| Liberty Trust II | 10,310 | 9,818 | 174 | 2036 | 9,508 | ||||||||||||||||||||||||
| The First Trust II | 4,124 | 3,925 | 191 | 2037 | 3,801 | ||||||||||||||||||||||||
| The First Trust III | 6,186 | 5,808 | 166 | 2037 | 5,622 | ||||||||||||||||||||||||
| Total | $ | 140,632 | $ | 136,235 | |||||||||||||||||||||||||
Federal Reserve guidelines limit the amount of securities that, similar to the Company’s junior subordinated debentures, are includable in Tier 1 capital, but until the Company’s merger with The First on April 1, 2025, these guidelines did not impact the
amount of debentures the Company includes in Tier 1 capital. Following the merger with The First, all of the Company's junior subordinated debentures are now included in Tier 2 capital.
Subordinated Notes
The Company has issued and sold fixed-to-floating rate subordinated notes in underwritten public offerings at a price equal to 100% of the aggregate principal amounts of the notes. Interest on the these notes is payable semi-annually in arrears at the applicable fixed rate until but excluding the fixed to floating transition date and payable quarterly in arrears thereafter at the applicable benchmark rate plus spread until but excluding the maturity date or earlier redemption date. The Company assumed $37,000 fixed-to-floating rate subordinated notes due May 1, 2033 (the “2033 Notes”) and $60,000 fixed-to-floating rate subordinated notes due October 1, 2030 (the “2030 Notes”) in connection with the merger with The First. Interest on the 2033 Notes is payable quarterly in arrears at the applicable interest rate, and interest on the 2030 Notes is payable semi-annually in arrears at 4.25% until but excluding the fixed to floating transition date and payable quarterly in arrears thereafter at the applicable benchmark rate plus spread until but excluding the maturity date or earlier redemption date. The subordinated notes issued by the Company and assumed from The First are referred to collectively as the “Notes”. A summary of the Notes is as follows:
| Issue Date | Initial principal | Fixed rate | Fixed to floating transition date | Benchmark rate | Spread (in bps) | Debt outstanding | Maturity | ||||||||||||||||||||||||||||||||||
| August 22, 2016 | $ | 40,000 | 5.50% | September 1, 2026 | 3-month CME Term SOFR | 407.1 | $ | 40,000 | September 1, 2031 | ||||||||||||||||||||||||||||||||
| September 3, 2020 | $ | 100,000 | 4.50% | September 15, 2030 | 3-month CME Term SOFR | 402.5 | $ | 100,000 | September 15, 2035 | ||||||||||||||||||||||||||||||||
| November 23, 2021 | $ | 200,000 | 3.00% | December 1, 2026 | 3-month CME Term SOFR | 191 | $ | 196,400 | December 1, 2031 | ||||||||||||||||||||||||||||||||
| April 30, 2018 | $ | 37,000 | 6.40% | May 1 ,2028 | 3-month CME Term SOFR | 339 | $ | 37,000 | May 1, 2033 | ||||||||||||||||||||||||||||||||
| Debt issuance costs | (12,280) | ||||||||||||||||||||||||||||||||||||||||
| Fair value adjustment | (1,996) | ||||||||||||||||||||||||||||||||||||||||
| Total subordinated debt | $ | 359,124 | |||||||||||||||||||||||||||||||||||||||
Beginning with the fixed to floating transition date and on any interest payment date thereafter, the Company may redeem the applicable Notes in whole or in part at a redemption price equal to 100% of the principal amount of the respective Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption.
The Company may also redeem any series of the Notes at any time, at the Company’s option, in whole or in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption price is 100% of the principal amount of the Notes being redeemed plus any accrued and unpaid interest to but excluding the redemption date. There is no sinking fund for the benefit of the Notes, and none of the Notes are convertible or exchangeable.
On October 1, 2025, the Company redeemed $60,000 of the fixed-to floating subordinated notes it assumed in connection with its acquisition of The First. During 2023, the Company purchased and subsequently extinguished $3,300 of its aggregate $200,000 fixed-to-floating subordinated notes and realized a gain of $620.
The aggregate stated maturities of long-term debt outstanding at December 31, 2025, are summarized as follows:
| Federal Home Loan Bank advances | Junior subordinated debentures | Subordinated notes | Total | ||||||||||||||||||||
| 2026 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| 2027 | — | — | — | — | |||||||||||||||||||
| 2028 | — | — | — | — | |||||||||||||||||||
| 2029 | — | — | — | — | |||||||||||||||||||
| 2030 | — | — | — | — | |||||||||||||||||||
| Thereafter | — | 140,632 | 359,124 | 499,756 | |||||||||||||||||||
| Total | $ | — | $ | 140,632 | $ | 359,124 | $ | 499,756 | |||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.