Renasant Corp RNST
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 26, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
11 paragraphs in Risk Factors of the 10-K filed Mar 2, 2026 with nothing like them in the 10-K filed Feb 26, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
companies, fintech companies and other financial intermediaries. Many of these competitors have fewer regulatory constraints and may have lower cost structures than the Company.
•the impact of legislative, regulatory and technological changes and our ability to timely leverage the benefits or mitigate the risks resulting from such changes;
The Company’s development and use of artificial intelligence, including generative and agentic artificial intelligence and machine learning, presents risks and challenges that may materially and adversely impact the Company’s business.
The banking industry is subject to rapid and significant technological change. To effectively compete in this environment, the Company and its vendors, clients and counterparties have begun to incorporate AI technologies into certain business processes, services, and products. There are significant risks involved in deploying AI technologies, and no assurance can be provided that our use of AI will produce the intended results, or that the use of AI by our vendors will improve the quality of the products or services they deliver. Additionally, because the Company relies on AI models developed by third parties, we are dependent in part on the manner in which those third parties develop and train their models. Risk can result from poorly designed models or the use of faulty data, inadequate model testing or validation, narrow or limited human oversight, inadequate planning or due diligence, inappropriate or controversial data practices by developers or end-users, and other factors adversely affecting public opinion of AI and the acceptance of AI solutions. Furthermore, given the rapid pace of adoption of AI tools by vendors and service providers, we may not be aware of the use of AI solutions prior to such tools being introduced into our business
environment. Any of these risks could expose the Company to liability or material and adverse legal or regulatory consequences and harm the Company’s reputation and the public perception of our business or the effectiveness of our security measures.
The inherent shortcomings of current AI technologies can lead to concerns around safety and soundness, fair access to financial services, fair treatment of consumers and compliance with applicable laws and regulations. AI models, particularly generative AI models, sometimes produce outputs or take action that is incorrect, reflects biases included in the data sets on which they are trained, results in the release of private, confidential, or proprietary information, infringes on the intellectual property rights of others, or is otherwise harmful. In addition, the novelty and complexity of many AI models makes it difficult to understand why they generate particular outputs. This limited transparency creates challenges when assessing the proper operation of AI models, understanding and monitoring the capabilities of AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or an explanation of the basis on which decisions are made. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, and includes regulatory schemes specifically targeting AI as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. We may not anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our operations or offerings if the legal frameworks are inconsistent across jurisdictions. Moreover, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI, and the increase in the Company’s costs to address such risks, which may be material.
We recently identified a material weakness in our internal control over financial reporting, which could impact the Company’s ability to report its results of operations and financial condition accurately and in a timely manner.
Section 404 of the Sarbanes-Oxley Act of 2002, as amended, requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on internal control over financial reporting, which must be attested to by our independent registered public accounting firm. As of December 31, 2025, we identified a material weakness in the Company’s internal control over financial reporting and concluded that the Company’s internal control over financial reporting was not effective due to this material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.
The material weakness that we identified in the Company’s internal control over financial reporting related to the manual journal entry process impacting the Company’s general ledger accounts. We determined that, for a subset of journal entries that are manually entered into the Company’s general ledger, we failed to maintain effective segregation of duties. With respect to this subset of manual journal entries, it was possible for an individual to record an entry into our general ledger without prior approval. This material weakness did not result in any material misstatements to our consolidated financial statements and does not require any changes to previously filed financial statements, and we have concluded that our financial statements and other financial information included in this report and other periodic filings present fairly, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in accordance with GAAP.
Management’s report on internal controls over financial reporting and our plan for remediation of the identified material weakness is contained in Item 9A, Controls and Procedures, of this report. Until the remediation plan is fully implemented, tested and deemed effective, we cannot provide assurance that our actions will adequately remediate the material weakness in the near term or at all, or that we will be able to identify and remediate any additional control deficiency, including any material weakness, that may arise in the future. Effective internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud. The occurrence of, or failure to remediate, this material weakness and any future material weaknesses in our internal control over financial reporting may adversely affect the accuracy and reliability and timeliness of our financial statements, result in harm to our reputation, require us to incur additional compliance costs, and have other consequences that could materially and adversely affect our business and our stock price.
expected revenue increases, cost savings, increases in geographic or product presence and/or other projected benefits from an acquisition could have a material adverse effect on our financial condition and results of operations.
Paragraphs in the 10-Q filed Nov 4, 2026 that were not in the one before
New in the latest 10-Q
23 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In conjunction with applicable accounting standards, all material subsequent events have been either recognized in the Consolidated Financial Statements or disclosed in the Notes to the Consolidated Financial Statements. There were no other material subsequent events to disclose for the current period.
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Equity investments: Equity investments which are not required to be consolidated are included in the “Other assets” line on the Consolidated Balance Sheets. For equity investments with a readily determinable fair value, the Company records these investments at fair value, with unrealized gains and losses recognized in the line item “Other noninterest income” on the Consolidated Statements of Income. For equity investments without a readily determinable fair value, the Company accounts for them under one of the following methods:
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• Fair value through net income (the fair value option): The investments are recorded at fair value with unrealized gains and losses recognized in the line item “Other noninterest income” on the Consolidated Statements of Income. These investments include certain private equity, fintech, and real estate limited partnership investments.
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• Cost method: this method is required for certain investments (including, for example, Federal Reserve and Federal Home Loan Bank stock). These investments are recorded at cost less any impairment, with any gains or losses recognized in the line item “Other noninterest income” on the Consolidated Statements of Income.
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• Measurement alternative: this method is used for investments without readily determinable fair values, over which the Company: (1) does not have the ability to exert significant influence, (2) for which the company has not elected the fair value option or the proportional amortization method and (3) is not required to use the cost method. These investments are recorded at cost and are remeasured to fair value when either: (A) an observable price change occurs in an orderly transaction of the same or similar security of the same issuer; or (B) impairment. Gains and losses are recognized in the line item “Other noninterest income” on the Consolidated Statements of Income.
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Show the other 18
• Proportional amortization method: This method is applied to affordable housing and renewable energy investments if certain eligibility criteria are met. The investments are initially recognized at cost plus unfunded commitments that are either legally binding, or contingent but probable. These investments are amortized in proportion to the income tax credits received, using the practical expedient. The amortization of the investments and the related tax impacts are recognized on a net basis in the line item “Income taxes” on the Consolidated Statements of Income.
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On October 27, 2026, Renasant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Commercial. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Commercial will merge with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation in the Merger. Immediately
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following the Merger, Commercial’s wholly-owned bank subsidiary, Commercial Bank & Trust Company (“Commercial Bank”), will merge with and into Renasant Bank, with the Bank continuing as the surviving bank in the bank merger. The Merger strengthens the Company’s presence throughout West Tennessee and provides solid, long-tenured deposit and wealth management relationships. As of September 30, 2026, Commercial Bank had approximately $ 1,100,000 in total assets, $ 648,000 in total loans and $ 983,000 in total deposits. The Merger Agreement was unanimously approved by the Board of Directors of each of Renasant and Commercial, and the Merger is expected to close in the first quarter of 2027. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Commercial shareholders.
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Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $ 1.00 per share, of Commercial will be converted into the right to receive 0.8798 shares of common stock, par value $ 5.00 per share, of Renasant, with cash to be paid in lieu of any fractional shares. Commercial shareholders are also expected to receive a special dividend of approximately $ 35,700 prior to closing, subject to regulatory approval.
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Unused commitments to lend additional funds to borrowers experiencing financial difficulty whose loans were modified totaled $ 648 and $ 647 at September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, there were $ 36 of payment defaults on loans that had been modified by term extension for borrowers experiencing financial difficulty within the preceding twelve months. There were no such payment defaults in the nine months ended September 30, 2025.
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See Note 11, “Fair Value Measurements”, for the estimated fair value of MSRs at each balance sheet date.
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income from interest rate fluctuations below the floor strike rate. The Company expects the hedges to remain effective during the remaining terms of the swaps and collars, which run through March 2032.
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Equity investments: The Company owns an interest in an open-ended mutual fund with a published daily net asset value which investors can freely subscribe to or redeem from; therefore, the equity interest is recorded at fair value and classified within Level 1 of the fair value hierarchy. Additionally, the Company has elected to account for its investments in licensed Small Business Investment Companies and fintech funds, which are “investment companies” within the scope of ASC 946, “Investment Companies,” under the fair value option utilizing net asset value (“NAV”) as a practical expedient, and therefore has not included these investments in the fair value hierarchy. Lastly, the Company owns an equity interest in a limited partnership that invests in rental real estate, which the Company has elected to record the investment at fair value under the fair value option. The investment manager provides the Company with a quarterly valuation of the Company’s equity interest. This valuation is derived primarily from estimated capitalization rates of the underlying real estate investments, which are unobservable inputs. Therefore, this investment is included in Level 3 of the fair value hierarchy.
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At September 30, 2026, equity investments totaling $ 15,424 have been excluded from the table above as they are valued based on NAV as a practical expedient.
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Equity investments $19,416 Real estate appraisal Market capitalization rates 5.5% to 6.5% (range)
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The Company has also elected to measure certain equity investments at fair value under the fair value option using Level 3 inputs to mitigate volatility in reported earnings caused by changes in fair value and to better align them with other equity investments that are measured using NAV as a practical expedient in determining fair value. Equity investments are reported as a component of “Other assets” in the Consolidated Balance Sheets, and changes in fair value are reported in “Other noninterest income” in the Consolidated Statements of Income.
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On October 27, 2026, Renasant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Commercial Holding Company, Inc. (“Commercial”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Commercial will merge with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation in the Merger. Immediately following the Merger, Commercial’s wholly owned bank subsidiary, Commercial Bank, will merge with and into Renasant Bank with the Bank continuing as the surviving bank in the bank merger. The Merger Agreement was unanimously approved by the Board of Directors of each of Renasant and Commercial, and the Merger is expected to close in the first quarter of 2027. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Commercial shareholders. For more information about the pending acquisition, see Note 2, “Mergers and Acquisitions,” in the Notes to Consolidated Financial Statements of the Company in Item 1, Financial Statements, in this report.
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September 30, 2026 December 31, 2025 Balance Percentage of Balance Percentage of
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The increase in other assets at September 30, 2026 as compared to December 31, 2025 is primarily due to higher investments in low-income housing tax credits as well as increased holdings of Federal Reserve Bank stock.
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The Company increased its short-term advances from the FHLB in the third quarter of 2026 to support the significant loan growth experienced during the third quarter.
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Item 6
2.1 Agreement and Plan of Merger dated October 27, 2026, by and between Renasant Corporation and Commercial Holding Company, Inc(1)*
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10.1 Executive Employment Agreement dated August 25, 2026, by and between Renasant Corporation and Catherine Mealor(4)
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*Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Mar 2, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:When evaluating the risk of an investment in the Company’s common stock, potential investors should carefully consider the risk factors appearing in Part I, Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K.
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1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Mar 2, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 26, 2025
Where each one is used
- internal control: We recently identified a material weakness in our internal control over financial reporting, which could impact the Company’s ability to report its results of operations and financial condition accurately and in a timely manner.
- company’s internal: Section 404 of the Sarbanes-Oxley Act of 2002, as amended, requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on internal control over financial reporting, which must be attested to by our independent registered public...
- general ledger: The material weakness that we identified in the Company’s internal control over financial reporting related to the manual journal entry process impacting the Company’s general ledger accounts. We determined that, for a subset of journal entries that are manually entered into the Company’s general ledger, we failed...
- current levels: In addition, our federal and state banking regulators periodically review the allowance for credit losses and may require an increase in the provision for credit losses, downgrades of loan ratings or even the recognition of further loan charge-offs, based on judgments different than those of management. In...
- security incidents: A failure or breach of our communications and information security systems, or those of our vendors and customers, and cybersecurity incidents, including cyber-attacks, could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation and create...
- data breaches: The Company has experienced security incidents and cyber-attacks in the past, although to date none of these attacks has materially impacted the Company. For example, beginning in May 2023, the Company began receiving notices from a number of its vendors regarding data breaches related to the MOVEit Transfer...
- intellectual property: The inherent shortcomings of current AI technologies can lead to concerns around safety and soundness, fair access to financial services, fair treatment of consumers and compliance with applicable laws and regulations. AI models, particularly generative AI models, sometimes produce outputs or take action that is...
- rapidly evolving: The inherent shortcomings of current AI technologies can lead to concerns around safety and soundness, fair access to financial services, fair treatment of consumers and compliance with applicable laws and regulations. AI models, particularly generative AI models, sometimes produce outputs or take action that is...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
31 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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