UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~March 31,~~June 30, 2022

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to __________

Commission file number 333-236022

BANCPLUS CORPORATION

(Exact name of registrant as specified in its charter)



Mississippi						64-0655312
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1068 Highland Colony Parkway

Ridgeland, Mississippi 39157

(601) 898-8300

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Shares of the registrant’s Common Stock, par value $1.00 per share, issued and outstanding as of ~~May 6,~~August 5, 2022: ~~11,644,407~~11,627,071

BANCPLUS CORPORATION

FORM 10-Q

For the Quarter Ended ~~MARCH 31,~~JUNE 30, 2022

INDEX


			Page Number

PART I – FINANCIAL INFORMATION			2

Item 1. Financial Statements (Unaudited):			2

Consolidated Balance Sheets at ~~March 31,~~June 30, 2022 (unaudited), and December 31, 2021			2
Consolidated Statements of Income for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (unaudited)			3
Consolidated Statements of Comprehensive Income (Loss) for the ~~(Loss)~~three and ~~for the~~ ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 (unaudited)			4
Consolidated Statements of Shareholders’ Equity for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (unaudited)			5
Consolidated Statements of Cash Flows for the~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 (unaudited)			67

Condensed Notes to the Consolidated Financial Statements (unaudited)			89

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3032

Cautionary Statement Regarding Forward-Looking Statements			3132

Item 3. Quantitative and Qualitative Disclosures about Market Risk			5663

Item 4. Controls and Procedures			5663

PART II – OTHER INFORMATION			5663

Item 1. Legal Proceedings			5663

Item 1A. Risk Factors			5763

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5763

Item 3. Defaults Upon Senior Securities			5763

Item 4. Mine Safety Disclosures			5763

Item 5. Other Information			5763

Item 6. Exhibits			5864

SIGNATURE PAGE			5965

Table of ~~Contents~~Conten t s

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BancPlus Corporation and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
Assets:	Assets:					Assets:
Cash and due from banks	Cash and due from banks	$	74,563	$	55,603	Cash and due from banks	$	74,231	$	55,603
Interest bearing deposits with banks	Interest bearing deposits with banks	620,789		608,562		Interest bearing deposits with banks	269,510		608,562
Total cash and cash equivalents	Total cash and cash equivalents	695,352		664,165		Total cash and cash equivalents	343,741		664,165
Securities available for sale	Securities available for sale	645,196		576,614		Securities available for sale	627,027		576,614
Securities held to maturity - fair value: $68,858 - 2022; $72,084 - 2021		68,873		71,648
Securities held to maturity - fair value: $66,246 - 2022; $72,084 - 2021						Securities held to maturity - fair value: $66,246 - 2022; $72,084 - 2021	66,359		71,648
Loans held for sale	Loans held for sale	11,744		10,621		Loans held for sale	14,757		10,621

Loans	Loans	4,740,406		3,619,172		Loans	5,159,706		3,619,172
Less: Allowance for loan losses	Less: Allowance for loan losses	44,238		45,000		Less: Allowance for loan losses	43,353		45,000
Net loans	Net loans	4,696,168		3,574,172		Net loans	5,116,353		3,574,172

Premises and equipment	Premises and equipment	117,342		101,965		Premises and equipment	122,192		101,965
Operating lease right-of-use assets	Operating lease right-of-use assets	35,351		34,561		Operating lease right-of-use assets	35,968		34,561
Accrued interest receivable	Accrued interest receivable	17,756		14,329		Accrued interest receivable	17,549		14,329
Goodwill	Goodwill	63,836		2,616		Goodwill	63,836		2,616
Other assets	Other assets	163,640		145,587		Other assets	167,020		145,587
		$	6,515,258	$	5,196,278		$	6,574,802	$	5,196,278

Liabilities:	Liabilities:					Liabilities:
Deposits	Deposits	$	5,853,097	$	4,622,116	Deposits	$	5,682,850	$	4,622,116
Advances from Federal Home Loan Bank and other borrowings	Advances from Federal Home Loan Bank and other borrowings	40,453		20,501		Advances from Federal Home Loan Bank and other borrowings	20,115		20,501
Subordinated debentures	Subordinated debentures	133,338		111,509		Subordinated debentures	133,383		111,509
Operating lease liabilities	Operating lease liabilities	36,615		35,793		Operating lease liabilities	37,336		35,793
Accrued interest payable	Accrued interest payable	2,945		1,425		Accrued interest payable	1,476		1,425
Other liabilities	Other liabilities	13,993		14,515		Other liabilities	14,388		14,515
Total liabilities	Total liabilities	6,080,441		4,805,859		Total liabilities	5,889,548		4,805,859

Redeemable common stock owned by the ESOP	Redeemable common stock owned by the ESOP	102,425		100,487		Redeemable common stock owned by the ESOP	97,799		100,487
Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value						Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value
250,000 and zero authorized, issued and outstanding at June 30, 2022 and December 31, 2021; aggregate liquidation preference of $250,000						250,000 and zero authorized, issued and outstanding at June 30, 2022 and December 31, 2021; aggregate liquidation preference of $250,000	250,000		—
Common Stock, par value $1.00 per share.	Common Stock, par value $1.00 per share.					Common Stock, par value $1.00 per share.
40,000,000 authorized at March 31, 2022 and December 31, 2021; 11,580,880 and 10,115,945 issued and outstanding at March 31, 2022 and December 31, 2021, respectively		11,581		10,116
40,000,000 authorized at June 30, 2022 and December 31, 2021; 11,627,071 and 10,115,945 issued and outstanding at June 30, 2022 and December 31, 2021, respectively						40,000,000 authorized at June 30, 2022 and December 31, 2021; 11,627,071 and 10,115,945 issued and outstanding at June 30, 2022 and December 31, 2021, respectively	11,627		10,116
Unearned Employee Stock Ownership Plan compensation	Unearned Employee Stock Ownership Plan compensation	—		(1,401)		Unearned Employee Stock Ownership Plan compensation	—		(1,401)
Additional paid-in capital	Additional paid-in capital	123,005		67,380		Additional paid-in capital	122,132		67,380
Retained earnings	Retained earnings	319,898		314,357		Retained earnings	331,239		314,357
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(19,667)		(33)		Accumulated other comprehensive loss, net	(29,744)		(33)
		434,817		390,419			685,254		390,419
Less: Redeemable common stock owned by the ESOP	Less: Redeemable common stock owned by the ESOP	(102,425)		(100,487)		Less: Redeemable common stock owned by the ESOP	(97,799)		(100,487)
Total shareholders' equity	Total shareholders' equity	332,392		289,932		Total shareholders' equity	587,455		289,932
		$	6,515,258	$	5,196,278		$	6,574,802	$	5,196,278

The accompanying notes are an integral part of these consolidated financial statements.

Table of ~~Contents~~Conten t s

BancPlus Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

(In Thousands, Except Per Share Data)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021

Interest income:	Interest income:							Interest income:
Interest and fees on loans	Interest and fees on loans		$	42,987		$	43,142	Interest and fees on loans	$	53,712	$	42,089	$	96,699	$	85,231
Taxable securities	Taxable securities		2,307			1,833		Taxable securities	2,502		2,094		4,809		3,927
Tax-exempt securities	Tax-exempt securities		420			539		Tax-exempt securities	401		479		821		1,018
Interest bearing bank balances and other	Interest bearing bank balances and other		231			138		Interest bearing bank balances and other	477		113		708		251
Total interest income	Total interest income		45,945			45,652		Total interest income	57,092		44,775		103,037		90,427

Interest expense:	Interest expense:							Interest expense:
Deposits	Deposits		1,677			2,164		Deposits	2,362		1,963		4,039		4,127
Advances from Federal Home Loan Bank	Advances from Federal Home Loan Bank		76			77		Advances from Federal Home Loan Bank	77		78		153		155
Other borrowings	Other borrowings		1,425			1,369		Other borrowings	1,808		1,372		3,233		2,741
Total interest expense	Total interest expense		3,178			3,610		Total interest expense	4,247		3,413		7,425		7,023

Net interest income	Net interest income		42,767			42,042		Net interest income	52,845		41,362		95,612		83,404
Provision for loan losses	Provision for loan losses		217			3,889		Provision for loan losses	234		2,037		451		5,926
Net interest income after provision for loan losses	Net interest income after provision for loan losses		42,550			38,153		Net interest income after provision for loan losses	52,611		39,325		95,161		77,478

Other operating income:	Other operating income:							Other operating income:
Service charges on deposit accounts	Service charges on deposit accounts		6,792			5,737		Service charges on deposit accounts	7,701		6,005		14,493		11,742
Mortgage origination income	Mortgage origination income		2,238			2,714		Mortgage origination income	2,304		2,013		4,542		4,727
Debit card interchange	Debit card interchange		2,428			2,640		Debit card interchange	2,748		2,604		5,176		5,244
Other income	Other income		6,507			9,186		Other income	5,978		8,115		12,485		17,301
Total other operating income	Total other operating income		17,965			20,277		Total other operating income	18,731		18,737		36,696		39,014

Other operating expenses:	Other operating expenses:							Other operating expenses:
Salaries and employee benefits expenses	Salaries and employee benefits expenses		25,845			23,025		Salaries and employee benefits expenses	29,805		24,122		55,650		47,147
Net occupancy expenses	Net occupancy expenses		4,116			3,345		Net occupancy expenses	4,891		3,828		9,007		7,173
Furniture, equipment and data processing expenses	Furniture, equipment and data processing expenses		6,616			5,932		Furniture, equipment and data processing expenses	7,670		6,108		14,286		12,040
Other expenses	Other expenses		11,493			5,835		Other expenses	8,649		6,380		20,142		12,215
Total other operating expenses	Total other operating expenses		48,070			38,137		Total other operating expenses	51,015		40,438		99,085		78,575

Income before income taxes	Income before income taxes		12,445			20,293		Income before income taxes	20,327		17,624		32,772		37,917
Income tax expense	Income tax expense		2,756			3,021		Income tax expense	4,212		3,560		6,968		6,581
Net income	Net income		$	9,689		$	17,272	Net income	$	16,115	$	14,064	$	25,804	$	31,336

Earnings per common share - basic	Earnings per common share - basic		$	0.93		$	1.74	Earnings per common share - basic	$	1.41	$	1.41	$	2.35	$	3.15
Earnings per common share - diluted	Earnings per common share - diluted		$	0.92		$	1.73	Earnings per common share - diluted	$	1.40	$	1.40	$	2.34	$	3.12

The accompanying notes are an integral part of these consolidated financial statements.

Table of ~~Contents~~Conten t s

BancPlus Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In Thousands)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021

Net income	Net income		$	9,689		$	17,272	Net income	$	16,115	$	14,064	$	25,804	$	31,336
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:							Other comprehensive income (loss), net of tax:
Unrealized losses on securities available for sale			(26,144)			(4,936)
Unrealized gains (losses) on securities available for sale								Unrealized gains (losses) on securities available for sale	(13,418)		2,578		(39,562)		(2,358)
Tax effect	Tax effect		6,510			1,229		Tax effect	3,341		(642)		9,851		587
Total other comprehensive loss, net of tax			(19,634)			(3,707)
Total other comprehensive income (loss), net of tax								Total other comprehensive income (loss), net of tax	(10,077)		1,936		(29,711)		(1,771)
Comprehensive income (loss)	Comprehensive income (loss)		$	(9,945)		$	13,565	Comprehensive income (loss)	$	6,038	$	16,000	$	(3,907)	$	29,565

The accompanying notes are an integral part of these consolidated financial statements.

Table of ~~Contents~~Conten t s

BancPlus Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity

(Unaudited)

(In Thousands, Except Share and Per Share Data)


					Unearned ESOP Compensation		Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)		Less: Redeemable Common Stock Owned by the ESOP		Total Shareholders' Equity						Unearned ESOP Compensation		Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)		Less: Redeemable Common Stock Owned by the ESOP		Total Shareholders' Equity
		Common Stock							Retained Earnings									Common Stock							Retained Earnings
		Shares	Amount															Shares	Amount

April 1, 2021																	April 1, 2021	10,041,328	$	10,041	$	(2,304)	$	66,322	$	286,665	$	3,168	$	(87,403)	$	276,489

Net income																	Net income	—	—		—		—		14,064		—		—		14,064
Other comprehensive income, net																	Other comprehensive income, net	—	—		—		—		—		1,936		—		1,936
Issuance of restricted stock																	Issuance of restricted stock	82,108	82		—		(82)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock																	Shares withheld to satisfy withholding obligation in the vesting of restricted stock	(2,977)	(2)		—		(150)		—		—		—		(152)
Purchase of Company stock																	Purchase of Company stock	(9,414)	(10)		—		(555)		—		—		—		(565)
Stock based compensation																	Stock based compensation	—	—		—		617		—		—		—		617
Net change fair value of ESOP shares																	Net change fair value of ESOP shares	—	—		—		—		—		—		(391)		(391)
Common stock released by ESOP																	Common stock released by ESOP	—	—		347		—		—		—		—		347
Dividends paid ($0.38 per share)																	Dividends paid ($0.38 per share)	—	—		—		—		(3,829)		—		—		(3,829)
June 30, 2021																	June 30, 2021	10,111,045	$	10,111	$	(1,957)	$	66,152	$	296,900	$	5,104	$	(87,794)	$	288,516

January 1, 2021	January 1, 2021	10,079,277	$	10,079	$	(2,650)	$	67,742	$	273,204	$	6,875	$	(74,278)	$	280,972	January 1, 2021	10,079,277	$	10,079	$	(2,650)	$	67,742	$	273,204	$	6,875	$	(74,278)	$	280,972

Net income	Net income	—	—		—		—		17,272		—		—		17,272		Net income	—	—		—		—		31,336		—		—		31,336
Other comprehensive loss, net	Other comprehensive loss, net	—	—		—		—		—		(3,707)		—		(3,707)		Other comprehensive loss, net	—	—		—		—		—		(1,771)		—		(1,771)
Issuance of restricted stock																	Issuance of restricted stock	82,108	82		—		(82)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock																	Shares withheld to satisfy withholding obligation in the vesting of restricted stock	(4,477)	(4)		—		(225)		—		—		—		(229)
Purchase of Company stock	Purchase of Company stock	(36,449)	(36)		—		(1,832)		—		—		—		(1,868)		Purchase of Company stock	(45,863)	(46)		—		(2,387)		—		—		—		(2,433)
Shares withheld to satisfy withholding obligation in the vesting of restricted stock		(1,500)	(2)		—		(75)		—		—		—		(77)
Stock based compensation	Stock based compensation	—	—		—		487		—		—		—		487		Stock based compensation	—	—		—		1,104		—		—		—		1,104
Net change fair value of ESOP shares	Net change fair value of ESOP shares	—	—		—		—		—		—		(13,125)		(13,125)		Net change fair value of ESOP shares	—	—		—		—		—		—		(13,516)		(13,516)
Common stock released by ESOP	Common stock released by ESOP	—	—		346		—		—		—		—		346		Common stock released by ESOP	—	—		693		—		—		—		—		693
Dividends paid ($0.38 per share)		—	—		—		—		(3,811)		—		—		(3,811)
March 31, 2021		10,041,328	$	10,041	$	(2,304)	$	66,322	$	286,665	$	3,168	$	(87,403)	$	276,489

January 1, 2022		10,115,945	$	10,116	$	(1,401)	$	67,380	$	314,357	$	(33)	$	(100,487)	$	289,932

Net income		—	—		—		—		9,689		—		—		9,689
Issuance of common stock for acquisition of First Trust Corporations		1,444,732	1,445		—		55,044		—		—		—		56,489
Other comprehensive loss, net		—	—		—		—		—		(19,634)		—		(19,634)
Issuance of restricted stock		21,367	21		—		(21)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock		(1,164)	(1)		—		(78)		—		—		—		(79)
Stock based compensation		—	—		—		680		—		—		—		680
Net change fair value of ESOP shares		—	—		—		—		—		—		(1,938)		(1,938)
Common stock released by ESOP		—	—		1,401		—		—		—		—		1,401
Dividends paid ($0.41 per share)		—	—		—		—		(4,148)		—		—		(4,148)
March 31, 2022		11,580,880	$	11,581	$	—	$	123,005	$	319,898	$	(19,667)	$	(102,425)	$	332,392
Dividends paid ($0.76 per share)																	Dividends paid ($0.76 per share)	—	—		—		—		(7,640)		—		—		(7,640)
June 30, 2021																	June 30, 2021	10,111,045	$	10,111	$	(1,957)	$	66,152	$	296,900	$	5,104	$	(87,794)	$	288,516

The accompanying notes are an integral part of these consolidated financial statements.

Table of Conten t s

BancPlus Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Continued)

(Unaudited)

(In Thousands, Except Share and Per Share Data)


							Unearned ESOP Compensation		Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)		Less: Redeemable Common Stock Owned by the ESOP		Total Shareholders' Equity
	Preferred Stock			Common Stock							Retained Earnings
	Shares	Amount		Shares	Amount

April 1, 2022	—	$	—	11,580,880	$	11,581	$	—	$	123,005	$	319,898	$	(19,667)	$	(102,425)	$	332,392

Net income	—	—		—	—		—		—		16,115		—		—		16,115
Issuance of preferred stock	250,000	250,000		—	—		—		—		—		—		—		250,000
Other comprehensive loss, net	—	—		—	—		—		—		—		(10,077)		—		(10,077)
Issuance of restricted stock	—	—		74,401	74		—		(74)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(9,274)	(9)		—		(624)		—		—		—		(633)
Purchase of Company stock	—	—		(18,936)	(19)		—		(1,231)		—		—		—		(1,250)
Stock based compensation	—	—		—	—		—		1,056		—		—		—		1,056
Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		4,626		4,626
Common stock released by ESOP	—	—		—	—		—		—		—		—		—		—
Dividends paid ($0.41 per share)	—	—		—	—		—		—		(4,774)		—		—		(4,774)
June 30, 2022	250,000	$	250,000	11,627,071	$	11,627	$	—	$	122,132	$	331,239	$	(29,744)	$	(97,799)	$	587,455

January 1, 2022	—	$	—	10,115,945	$	10,116	$	(1,401)	$	67,380	$	314,357	$	(33)	$	(100,487)	$	289,932

Net income	—	—		—	—		—		—		25,804		—		—		25,804
Issuance of preferred stock	250,000	250,000		—	—		—		—		—		—		—		250,000
Issuance of common stock for acquisition of First Trust Corporation	—	—		1,444,732	1,445		—		55,044		—		—		—		56,489
Other comprehensive loss, net	—	—		—	—		—		—		—		(29,711)		—		(29,711)
Issuance of restricted stock	—	—		95,768	96		—		(96)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(10,438)	(11)		—		(701)		—		—		—		(712)
Purchase of Company stock	—	—		(18,936)	(19)				(1,231)								(1,250)
Stock based compensation	—	—		—	—		—		1,736		—		—		—		1,736
Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		2,688		2,688
Common stock released by ESOP	—	—		—	—		1,401		—		—		—		—		1,401
Dividends paid ($0.82 per share)	—	—		—	—		—		—		(8,922)		—		—		(8,922)
June 30, 2022	250,000	$	250,000	11,627,071	$	11,627	$	—	$	122,132	$	331,239	$	(29,744)	$	(97,799)	$	587,455

Table of ~~Contents~~Conten t s

BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income per consolidated statements of income	Net income per consolidated statements of income	$	9,689	$	17,272	Net income per consolidated statements of income	$	25,804	$	31,336
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:					Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses	Provision for loan losses	217		3,889		Provision for loan losses	451		5,926
Depreciation and amortization	Depreciation and amortization	2,362		1,903		Depreciation and amortization	5,051		3,840
Net loss on sales of premises and equipment	Net loss on sales of premises and equipment	1		85		Net loss on sales of premises and equipment	44		232
Net gain on sales of other real estate owned		(19)		(171)
Net (gain) loss on sales of other real estate owned						Net (gain) loss on sales of other real estate owned	124		(260)
Write-downs of other real estate-owned	Write-downs of other real estate-owned	555		20		Write-downs of other real estate-owned	555		167
Deferred income tax expense (benefit)		(162)		433
Deferred income tax expense						Deferred income tax expense	1,489		954
Federal Home Loan Bank stock dividends	Federal Home Loan Bank stock dividends	(3)		(3)		Federal Home Loan Bank stock dividends	(8)		(6)
Common stock released by ESOP	Common stock released by ESOP	1,401		346		Common stock released by ESOP	1,401		693
Stock based compensation expense	Stock based compensation expense	680		487		Stock based compensation expense	1,736		1,104
Origination of loans held for sale	Origination of loans held for sale	(72,280)		(105,569)		Origination of loans held for sale	(166,236)		(221,235)
Proceeds from loans held for sale	Proceeds from loans held for sale	77,357		114,794		Proceeds from loans held for sale	168,300		232,810
Earnings on bank-owned life insurance	Earnings on bank-owned life insurance	(626)		(3,492)		Earnings on bank-owned life insurance	(1,265)		(4,694)
Net change in:	Net change in:					Net change in:
Accrued interest receivable and other assets	Accrued interest receivable and other assets	(3,374)		(1,365)		Accrued interest receivable and other assets	(3,664)		880
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	(2,570)		(6,903)		Accrued interest payable and other liabilities	(3,644)		(9,116)
Net cash from operating activities	Net cash from operating activities	13,228		21,726		Net cash from operating activities	30,138		42,631

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of securities available for sale	Purchases of securities available for sale	(82,822)		(296,923)		Purchases of securities available for sale	(99,369)		(302,423)
Maturities and calls of securities available for sale	Maturities and calls of securities available for sale	20,801		29,822		Maturities and calls of securities available for sale	41,477		60,996
Purchases of securities held to maturity	Purchases of securities held to maturity	—		(19,103)		Purchases of securities held to maturity	—		(19,103)
Maturities, prepayments and calls of securities held to maturity	Maturities, prepayments and calls of securities held to maturity	2,745		22,005		Maturities, prepayments and calls of securities held to maturity	5,233		33,473
Net increase in loans	Net increase in loans	(122,286)		(30,982)		Net increase in loans	(543,140)		(109,334)
Purchases of premises and equipment	Purchases of premises and equipment	(2,336)		(1,343)		Purchases of premises and equipment	(9,517)		(2,580)
Proceeds from sales of premises and equipment	Proceeds from sales of premises and equipment	—		26		Proceeds from sales of premises and equipment	—		31
Proceeds from sales of other real estate owned	Proceeds from sales of other real estate owned	181		1,539		Proceeds from sales of other real estate owned	1,374		3,100
Investment in unconsolidated entities, net		1,709		(122)
Investment in unconsolidated entities						Investment in unconsolidated entities	(30)		(109)
Distributions from unconsolidated entities						Distributions from unconsolidated entities	1,753		—
Purchase of bank-owned life insurance						Purchase of bank-owned life insurance	—		(10,000)
Proceeds from bank-owned life insurance	Proceeds from bank-owned life insurance	—		4,336		Proceeds from bank-owned life insurance	—		4,492

Purchases or redemptions of Federal Home Loan Bank stock						Purchases or redemptions of Federal Home Loan Bank stock	(1,044)		(163)
Cash received in excess of cash paid for acquisition	Cash received in excess of cash paid for acquisition	165,974		—		Cash received in excess of cash paid for acquisition	165,974		—
Net cash used in investing activities	Net cash used in investing activities	(16,034)		(290,745)		Net cash used in investing activities	(437,289)		(341,620)

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BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(Unaudited)

(In Thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net increase (decrease) in:	Net increase (decrease) in:					Net increase (decrease) in:
Noninterest-bearing deposits	Noninterest-bearing deposits	$	42,746	$	82,692	Noninterest-bearing deposits	$	67,790	$	119,496
Money market, negotiable order of withdrawal, and savings deposits	Money market, negotiable order of withdrawal, and savings deposits	1,250		183,510		Money market, negotiable order of withdrawal, and savings deposits	(129,848)		265,269
Certificates of deposit	Certificates of deposit	(25,727)		(26,055)		Certificates of deposit	(89,920)		(39,585)
Payments on Federal Home Loan Bank advances	Payments on Federal Home Loan Bank advances	(24)		(59)		Payments on Federal Home Loan Bank advances	(386)		(95)
Proceeds from issuance of preferred stock						Proceeds from issuance of preferred stock	250,000		—
Proceeds from other borrowings	Proceeds from other borrowings	20,000		—		Proceeds from other borrowings	20,000		—
Payments on other borrowings	Payments on other borrowings	—		(875)		Payments on other borrowings	(20,000)		(1,750)
Payment of debt issuance costs on other borrowings	Payment of debt issuance costs on other borrowings	(25)		—		Payment of debt issuance costs on other borrowings	(25)		—
Cash dividends paid on common stock	Cash dividends paid on common stock	(4,148)		(3,811)		Cash dividends paid on common stock	(8,922)		(7,640)
Purchase of Company stock	Purchase of Company stock	—		(1,868)		Purchase of Company stock	(1,250)		(2,433)
Shares withheld to pay taxes on restricted stock vesting	Shares withheld to pay taxes on restricted stock vesting	(79)		(77)		Shares withheld to pay taxes on restricted stock vesting	(712)		(229)
Net cash from financing activities	Net cash from financing activities	33,993		233,457		Net cash from financing activities	86,727		333,033

Net change in cash and cash equivalents	Net change in cash and cash equivalents	31,187		(35,562)		Net change in cash and cash equivalents	(320,424)		34,044

Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	664,165		637,545		Cash and cash equivalents at beginning of period	664,165		637,545

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	695,352	$	601,983	Cash and cash equivalents at end of period	$	343,741	$	671,589

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Interest paid	Interest paid	$	1,658	$	2,910	Interest paid	$	7,374	$	7,537

Federal and state income tax payments						Federal and state income tax payments	3,575		7,225
Acquisition of real estate in non-cash foreclosures	Acquisition of real estate in non-cash foreclosures	455		2,272		Acquisition of real estate in non-cash foreclosures	890		3,597
Fair value of assets acquired net of liabilities assumed	Fair value of assets acquired net of liabilities assumed	58,508		—		Fair value of assets acquired net of liabilities assumed	58,508		—

The accompanying notes are an integral part of these consolidated financial statements.

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BancPlus Corporation and Subsidiaries

Condensed Notes to Consolidated Financial Statements

(Unaudited)

Note 1: Basis of Presentation

BancPlus Corporation (the “Company”) is a bank holding company headquartered in Ridgeland, Mississippi operating in 1 reportable segment. BankPlus (the “Bank”), the principal operating subsidiary and sole banking subsidiary of the Company, is a commercial bank primarily engaged in the business of commercial and consumer banking. In addition to general and consumer banking, other products and services offered though the Bank’s subsidiaries include certain insurance and annuity services, asset and investment management and financial planning services. Oakhurst Development, Inc. (“Oakhurst”) is a real estate subsidiary originally formed by the Company to liquidate a real estate development that was acquired by the Bank through foreclosure in 2002. Oakhurst became active again in March 2009 and holds loans and other real estate.

The unaudited interim consolidated financial statements include the accounts of the Company and all other entities in which the Company has a controlling financial interest, and reflect all adjustments (consisting of normal recurring adjustments) that are necessary in the opinion of the Company’s management to fairly present the financial position, results of operations and cash flows of the Company. They have been derived from the audited consolidated financial statements for the fiscal year ended December 31, 2021; however, certain notes and information have been omitted from the interim periods. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. The accounting and financial reporting policies followed by the Company conform, in all material respects, to the accounting principles generally accepted in the United States (“GAAP”) and to general practices within the financial services industry. The results of operations for the interim periods are not necessarily indicative of the results to be expected for future interim periods or for the entire year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Particularly given the effects of the COVID-19 pandemic, the allowance/provision for loan losses, the fair value of financial instruments and the status of contingencies are particularly subject to change. Material estimates that are subject to significant change in the near term are the allowance for loan losses, provision for loan losses, valuation of other real estate owned and fair values of financial instruments. Actual results could differ from these estimates.

Unless otherwise indicated, references to “BancPlus” refer to BancPlus Corporation and its subsidiaries, on a consolidated basis, and reference to “BankPlus” refer to BankPlus, our wholly-owned subsidiary, as applicable.

Recently Issued But Not Yet Effective Accounting Standards

Accounting Standards Update 2016-13 (“ASU 2016-13”), “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, which requires earlier measurement of credit losses and enhances disclosures. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses over the life of the loan. ASU 2016-13 was originally effective for the Company for annual and interim periods beginning on January 1, 2021. Subsequently, FASB approved a deferral of the effective date. ASU 2016-13 will now be effective for the Company for annual and interim periods beginning on January 1, 2023. The Company has ~~formed~~ a cross functional team that is ~~assessing data~~working with third-party vendors to build and ~~system needs and evaluating~~validate a model that will run parallel with the ~~impact~~Company’s current model prior to implementation of ~~adopting the new guidance.~~ASU 2016-13. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the Company adopts the new standard, but has not yet determined the magnitude of the one-time adjustment or the overall impact on the Company’s consolidated financial statements.

Accounting Standards Update 2020-04 (“ASU 2020-04”), “Reference Rate Reform - Topic 848.” In March 2020, the FASB issued ASU 2020-04, which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications, hedge accounting, and other transactions affected that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020-04 is effective upon issuance and can be applied through December

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31, 2022. The ~~company~~Company is still evaluating the impact of ASU 2020-04, but does not expect it to have a material impact on the Company’s consolidated financial statements.

Accounting Standards Update 2022-02 (“ASU 2022-02”), “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” In March 2022, the FASB issued ASU 2022-02 which eliminates the TDR recognition and measurement guidance and instead requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. ASU 2022-02 also enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For public business entities, these amendments require that an entity disclose current period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for the Company for annual and interim periods beginning on January 1, 2023. The Company is assessing ASU 2022-02 and its impact on the Company’s consolidated financial statements.

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Note 2: Earnings Per Share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted number of common shares outstanding during the period and the number of common shares that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period.


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
(In thousands except per share data)	(In thousands except per share data)		2022			2021		(In thousands except per share data)	2022		2021		2022		2021
Net income	Net income		$	9,689		$	17,272	Net income	$	16,115	$	14,064	$	25,804	$	31,336

Weighted average common shares outstanding	Weighted average common shares outstanding		10,451			9,919		Weighted average common shares outstanding	11,460		9,957		10,959		9,937
Diluted effect of unallocated stock	Diluted effect of unallocated stock		75			73		Diluted effect of unallocated stock	—		44		9		46
Diluted effect of stock-based awards								Diluted effect of stock-based awards	58		62		66		55
Diluted common shares	Diluted common shares		10,526			9,992		Diluted common shares	11,518		10,063		11,034		10,038

Basic earnings per common share	Basic earnings per common share		$	0.93		$	1.74	Basic earnings per common share	$	1.41	$	1.41	$	2.35	$	3.15
Diluted earnings per common share	Diluted earnings per common share		$	0.92		$	1.73	Diluted earnings per common share	$	1.40	$	1.40	$	2.34	$	3.12

Note 3: Business Combinations

First Trust Corporation

Effective March 1, 2022, the Company completed its previously announced merger with First Trust Corporation (“FTC”), the holding company of First Bank and Trust (“FBT”). Pursuant to the terms of the Agreement and Plan of Share Exchange and Merger, dated September 28, 2021, as amended on February 9, 2022, by and among the Company, BankPlus, FTC, and FBT (the “FTC Merger Agreement”), following the Company’s acquisition of FTC by statutory share exchange, FTC was merged with and into BancPlus, with BancPlus surviving the merger (the “FTC Holding Company Merger”). Immediately thereafter FBT was merged with and into BankPlus, with BankPlus surviving the merger (together with the FTC Holding Company Merger, the “FTC Merger”). The FTC Merger expands the Company’s geographic footprint into Florida and adds additional locations in Louisiana and Mississippi, providing access to new markets and deposits.

Pursuant to the FTC Merger Agreement, holders of FTC stock received, in the aggregate, 1,444,764 shares of BancPlus common stock, with cash paid in lieu of fractional shares, and $52.7 million in cash, plus up to $10.0 million, less certain fees, costs, and expenses, that ~~is being~~was held in escrow pursuant to the terms of a previously disclosed Indemnity and Escrow Agreement that was entered into immediately prior to the completion of the FTC Merger pending a final determination from the Internal Revenue Service as to whether FTC’s subchapter S election ~~will~~would be reinstated retroactively to September 23, 2020. On June 27, 2022, the Company received notice from the IRS that FTC’s subchapter S election had been reinstated. On July 7, 2022, the escrow

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account balance of $10.0 million was paid to the former holders of FTC stock. The fair value of the common shares issued was determined based on a third-party appraisal at the date of the acquisition, as there is no active market for the Company’s stock. At the time of this filing, final valuations of the stock consideration, assets acquired and liabilities assumed were not complete. The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the completion of the FTC Merger. Therefore, adjustments to the estimated amounts and carrying values may occur.

During the three and six months ended ~~March 31,~~June 30, 2022, the Company incurred approximately ~~$4.2~~$1.3 million and $5.5 million of acquisition expenses in connection with the FTC ~~Merger.~~Merger, respectively. These expenses are recorded in other expenses in the Company’s Consolidated Statement of Income for the three and six months ended ~~March 31,~~June 30, 2022.

The excess cost paid over the fair value of net assets acquired was recorded as goodwill during 2022. Goodwill, which reflects an enhanced presence in the Louisiana and Southern Mississippi market areas and expansion in to the Florida panhandle market as well as synergies expected as a result of the combined operations, is not deductible for tax purposes.

~~Table of Contents~~

The following table reflects the consideration paid and the preliminary fair value allocation of assets acquired and liabilities assumed as of the acquisition date:


(In thousands)
Purchase price allocation:
Common stock issued			$	56,489
Cash paid			63,239
Total purchase price			$	119,728
Assets acquired:
Cash and due from banks	$	229,213
Securities	33,407
Loans held for sale	6,200
Loans, net	1,000,382
Premises and equipment	15,152
Accrued interest receivable	1,441
Core deposit intangible	7,825
Other assets	3,063
Total assets acquired	$	1,296,683
Liabilities assumed:
Deposits	$	1,212,712
Subordinated debentures	21,733
Other liabilities	3,730
Total liabilities assumed	$	1,238,175
Net assets acquired			58,508
Goodwill			$	61,220

In connection with the FTC Merger, the Company recorded a $7.8 million core deposit intangible, which will be amortized over 10 years. The Company also acquired loans with a fair value of $1.000 billion. The fair value of acquired loans at the time of acquisition is recorded as a premium or discount to the unpaid balance of each acquired loan. The net premium or discount is accreted or amortized into interest income over the remaining life of the loan. The Company recorded a net discount of $6.6 million on the acquired FTC loans, which included a credit mark discount of $15.7 million. Purchase credit impaired loans were insignificant.

Revenues and earnings of the acquired company since the FTC Merger date have not been disclosed as it is not practicable as FTC was merged into BancPlus and separate financial information for FTC is not available. The following table presents unaudited pro forma information as if the FTC Merger had occurred on January 1, 2021. This pro forma information combines the historic consolidated results of operations of BancPlus and FTC after giving effect to certain adjustments, including purchase

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accounting fair value adjustments and amortization of intangibles, as well as the related income tax effects of those adjustments. The pro forma information does not necessarily reflect the results of operations that would have occurred had the FTC Merger occurred on January 1, 2021.

~~Table of Contents~~


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share data)	(In thousands, except per share data)		2022			2021		(In thousands, except per share data)	2022			2021		2022		2021
Net interest income	Net interest income		$	53,873		$	53,148	Net interest income	$	49,180		$	52,579	$	103,053	$	105,727
Other operating income	Other operating income		20,542			22,854		Other operating income	17,510			20,227		38,052		43,081
Net income available to common shareholders	Net income available to common shareholders		13,924			21,507		Net income available to common shareholders	14,385			17,342		28,309		38,849
Earnings per common share:	Earnings per common share:							Earnings per common share:
Basic	Basic		$	1.22		$	1.89	Basic	$	1.26		$	1.52	$	2.48	$	3.41
Diluted	Diluted		1.21			1.87		Diluted	1.25			1.51		2.46		3.38

Note 4: Investment Securities

The following is a summary of the amortized cost and fair value of securities available for sale.


		Amortized		Gross Unrealized				Fair			Amortized		Gross Unrealized				Fair
(In thousands)	(In thousands)	Cost		Gains		Losses		Value		(In thousands)	Cost		Gains		Losses		Value
March 31, 2022:
June 30, 2022:										June 30, 2022:
U.S. Treasuries	U.S. Treasuries	$	40,768	$	—	$	619	$	40,149	U.S. Treasuries	$	35,669	$	—	$	940	$	34,729
U.S. Government agency obligations	U.S. Government agency obligations	387,931		174		21,018		367,087		U.S. Government agency obligations	396,361		167		27,134		369,394
Residential mortgage-backed securities	Residential mortgage-backed securities	123,989		221		2,896		121,314		Residential mortgage-backed securities	115,576		71		6,863		108,784
Commercial mortgage-backed securities	Commercial mortgage-backed securities	14,137		—		883		13,254		Commercial mortgage-backed securities	14,075		—		1,208		12,867
Asset-backed securities	Asset-backed securities	12,173		272		91		12,354		Asset-backed securities	11,675		98		171		11,602
Corporate investments	Corporate investments	46,000		324		932		45,392		Corporate investments	48,000		53		1,928		46,125
State and political subdivisions	State and political subdivisions	46,386		264		1,004		45,646		State and political subdivisions	45,277		53		1,804		43,526
Total available for sale	Total available for sale	$	671,384	$	1,255	$	27,443	$	645,196	Total available for sale	$	666,633	$	442	$	40,048	$	627,027

December 31, 2021:	December 31, 2021:									December 31, 2021:
U.S. Government agency obligations	U.S. Government agency obligations	$	354,774	$	256	$	4,780	$	350,250	U.S. Government agency obligations	$	354,774	$	256	$	4,780	$	350,250
Residential mortgage-backed securities	Residential mortgage-backed securities	107,772		2,312		297		109,787		Residential mortgage-backed securities	107,772		2,312		297		109,787
Commercial mortgage-backed securities	Commercial mortgage-backed securities	14,286		41		51		14,276		Commercial mortgage-backed securities	14,286		41		51		14,276
Asset backed securities	Asset backed securities	12,730		421		44		13,107		Asset backed securities	12,730		421		44		13,107
Corporate investments	Corporate investments	43,500		1,138		128		44,510		Corporate investments	43,500		1,138		128		44,510
State and political subdivisions	State and political subdivisions	43,596		1,200		112		44,684		State and political subdivisions	43,596		1,200		112		44,684
Total available for sale	Total available for sale	$	576,658	$	5,368	$	5,412	$	576,614	Total available for sale	$	576,658	$	5,368	$	5,412	$	576,614

Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

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The following is a summary of the amortized cost and fair value of securities held to maturity.


		Amortized		Gross Unrealized				Fair			Amortized		Gross Unrealized				Fair
(In thousands)	(In thousands)	Cost		Gains		Losses		Value		(In thousands)	Cost		Gains		Losses		Value
March 31, 2022:
June 30, 2022:										June 30, 2022:
States and political subdivisions	States and political subdivisions	$	68,873	$	46	$	61	$	68,858	States and political subdivisions	$	66,359	$	11	$	124	$	66,246
Total held to maturity	Total held to maturity	$	68,873	$	46	$	61	$	68,858	Total held to maturity	$	66,359	$	11	$	124	$	66,246

December 31, 2021:	December 31, 2021:									December 31, 2021:
States and political subdivisions	States and political subdivisions	$	71,648	$	436	$	—	$	72,084	States and political subdivisions	$	71,648	$	436	$	—	$	72,084
Total held to maturity	Total held to maturity	$	71,648	$	436	$	—	$	72,084	Total held to maturity	$	71,648	$	436	$	—	$	72,084

All mortgage-backed securities in the above tables were issued or guaranteed by U.S. government agencies or sponsored agencies.

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Provided below is a summary of investment securities that were in an unrealized loss position and the length of time that individual securities have been in a continuous loss position.


		Less Than 12 Months				12 Months or More					Total				Less Than 12 Months				12 Months or More				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value	Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value	Unrealized Losses
(In thousands)	(In thousands)									(In thousands)
March 31, 2022:
June 30, 2022:														June 30, 2022:
Available for sale:	Available for sale:													Available for sale:
U.S. Treasuries	U.S. Treasuries	$	30,150	$	619	$	—	$	—		30,150	$	619	U.S. Treasuries	$	34,729	$	940	$	—	$	—	34,729	$	940
U.S. Government agencies	U.S. Government agencies	236,649		13,035		124,827		7,983			361,476	21,018		U.S. Government agencies	236,812		17,123		127,649		10,011		364,461	27,134
Residential mortgage-backed securities	Residential mortgage-backed securities	87,476		2,896		—		—			87,476	2,896		Residential mortgage-backed securities	101,307		6,863		—		—		101,307	6,863
Commercial mortgage-backed securities	Commercial mortgage-backed securities	13,254		883		—		—			13,254	883		Commercial mortgage-backed securities	12,867		1,208		—		—		12,867	1,208
Asset backed securities	Asset backed securities	2,144		40		2,068		51			4,212	91		Asset backed securities	4,148		91		1,929		80		6,077	171
Corporate investments	Corporate investments	30,159		841		1,909		91			32,068	932		Corporate investments	39,144		1,856		1,928		72		41,072	1,928
States and political subdivisions														States and political subdivisions	28,502		1,250		4,740		554		33,242	1,804
															$	457,509	$	29,331	$	136,246	$	10,717	593,755	$	40,048

Held to maturity:														Held to maturity:
States and political subdivisions	States and political subdivisions	16,165		541		4,851		463			21,016	1,004		States and political subdivisions	$	7,708	$	124	$	—	$	—	7,708	$	124
		$	415,997	$	18,855	$	133,655	$	8,588		549,652	$	27,443		$	7,708	$	124	$	—	$	—	7,708	$	124

December 31, 2021:	December 31, 2021:													December 31, 2021:
Available for sale:	Available for sale:													Available for sale:
U.S. Government agencies	U.S. Government agencies	$	314,614	$	4,780	$	—	$	—		314,614	$	4,780	U.S. Government agencies	$	314,614	$	4,780	$	—	$	—	314,614	$	4,780
Residential mortgage-backed securities	Residential mortgage-backed securities	15,216		297		—		—			15,216	297		Residential mortgage-backed securities	15,216		297		—		—		15,216	297
Commercial mortgage-backed securities	Commercial mortgage-backed securities	8,376		51		—		—			8,376	51		Commercial mortgage-backed securities	8,376		51		—		—		8,376	51
Asset backed securities	Asset backed securities	2,272		8		2,192		36			4,464	44		Asset backed securities	2,272		8		2,192		36		4,464	44
Corporate investments	Corporate investments	6,117		112		—		—			6,117	112		Corporate investments	11,372		128		—		—		11,372	128
States and political subdivisions	States and political subdivisions	11,372		128		—		—			11,372	128		States and political subdivisions	6,117		112		—		—		6,117	112
		$	357,967	$	5,376	$	2,192	$	36		360,159	$	5,412		$	357,967	$	5,376	$	2,192	$	36	360,159	$	5,412

The number of debt securities in an unrealized loss position increased from 82 at December 31, 2021 to ~~232~~296 at ~~March 31,~~June 30, 2022. The unrealized losses shown above are due to increases in market rates over the yields available at the time of purchase of the underlying securities and not credit quality. Because the Company does not intend to sell these securities and it is more likely

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than not that the Company will not be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, the Company does not consider these investments to be impaired on an other-than-temporary basis at ~~March 31,~~June 30, 2022.

The amortized cost and fair value of debt securities, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay certain obligations with, or without, call or prepayment penalties.


		Available for Sale				Held to Maturity					Available for Sale				Held to Maturity
		Amortized		Fair		Amortized		Fair			Amortized		Fair		Amortized		Fair
(In thousands)	(In thousands)	Cost		Value		Cost		Value		(In thousands)	Cost		Value		Cost		Value
March 31, 2022:
June 30, 2022:										June 30, 2022:
One year or less	One year or less	$	12,048	$	12,050	$	7,529	$	7,530	One year or less	$	12,405	$	12,216	$	8,170	$	8,169
After one through five years	After one through five years	328,003		313,889		47,762		47,745		After one through five years	354,342		335,018		46,172		46,099
After five through ten years	After five through ten years	184,927		175,390		11,372		11,373		After five through ten years	169,022		156,083		9,807		9,768
After ten years	After ten years	146,406		143,867		2,210		2,210		After ten years	130,864		123,710		2,210		2,210
		$	671,384	$	645,196	$	68,873	$	68,858		$	666,633	$	627,027	$	66,359	$	66,246

The following is a summary of the amortized cost and fair value for investment securities which were pledged to secure public deposits and for other purposes required or permitted by law.

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		Available for Sale				Held to Maturity					Available for Sale				Held to Maturity
		Amortized		Fair		Amortized		Fair			Amortized		Fair		Amortized		Fair
(In thousands)	(In thousands)	Cost		Value		Cost		Value		(In thousands)	Cost		Value		Cost		Value
March 31, 2022		$	580,152	$	555,294	$	38,645	$	38,644
June 30, 2022										June 30, 2022	$	459,420	$	428,934	$	35,775	$	35,693

December 31, 2021	December 31, 2021	$	451,402	$	450,480	$	38,704	$	39,102	December 31, 2021	$	451,402	$	450,480	$	38,704	$	39,102

Note 5: Loans

The following is a summary of the Company’s loan portfolio by loan class.


(In thousands)	(In thousands)	March 31, 2022		December 31, 2021		(In thousands)	June 30, 2022		December 31, 2021
Secured by real estate:	Secured by real estate:					Secured by real estate:
Residential properties	Residential properties	$	1,142,726	$	774,699	Residential properties	$	1,236,278	$	774,699
Construction and land development	Construction and land development	676,562		543,763		Construction and land development	834,809		543,763
Farmland	Farmland	221,706		211,503		Farmland	242,640		211,503
Other commercial	Other commercial	1,953,941		1,396,085		Other commercial	2,050,729		1,396,085
Total real estate	Total real estate	3,994,935		2,926,050		Total real estate	4,364,456		2,926,050
Commercial and industrial loans	Commercial and industrial loans	584,565		527,102		Commercial and industrial loans	592,810		527,102
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	70,276		86,520		Agricultural production and other loans to farmers	84,007		86,520
Consumer and other loans	Consumer and other loans	90,630		79,500		Consumer and other loans	118,433		79,500
Total loans before allowance for loan losses	Total loans before allowance for loan losses	$	4,740,406	$	3,619,172	Total loans before allowance for loan losses	$	5,159,706	$	3,619,172

Loans are stated at the amount of unpaid principal net of discounts and premiums on acquired loans, before allowance for loan losses. Interest on loans is calculated using the simple interest method on daily balances of the principal amount outstanding.

Loan Origination/Risk Management/Credit Concentration - The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. The Company’s Board of Directors reviews and approves these policies and procedures on a regular basis. Although the Company has a diversified loan portfolio, the Company has concentrations of credit risks related to the real estate market, including residential, commercial, and construction and land development lending. Most of the Company’s lending activity occurs within Mississippi, Louisiana, Alabama, and Florida.

The risk characteristics of the Company’s material portfolio segments are as follows:

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Residential Real Estate Loans - The residential real estate loan portfolio consists of residential loans for single and multifamily properties. Residential loans are generally secured by owner occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers and can be impacted by economic conditions within their market area. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Commercial Real Estate Loans - Commercial real estate loans include construction and land development loans, loans secured by farmland and other commercial real estate loans.

Construction and land development loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing.

Farmland loans are generally made for the purpose of acquiring land devoted to crop production or livestock, the propagation of timber or the operation of a similar type of business on the secured property. Sources of repayment for these loans generally include income generated from operations of a business on the property, rental income, or sales of timber. Repayment may be impacted by changes in economic conditions which affect underlying collateral values.

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Commercial real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria.

Commercial and Industrial Loans - The commercial and industrial loan portfolio consists of loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchase or other expansion projects. Commercial loan underwriting standards are designed to promote relationship banking rather than transactional banking and are underwritten based on the borrower’s expected ability to profitably operate its business. The cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value. Most commercial loans are secured by assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. In the case of loans secured by accounts receivable, the availability of funds for repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Consumer and Other Loans - The consumer and other loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s market area) and the creditworthiness of a borrower.

Loans that are 30 days or more past due based on payments received and applied to the loan are considered delinquent. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that a borrower's financial condition is such that collection of interest, but not necessarily principal, is doubtful. A loan is typically placed on non-accrual when the contractual payment of principal or interest becomes 90 days past due unless the loan is well-secured and in the process of collection. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. Current year interest previously recorded, but deemed not collectible, is reversed and charged against current year income. Prior year interest previously recorded, but deemed not collectible, is charged against the allowance.

Payments subsequently received on non-accrual loans are applied to principal. Interest income is recognized to the extent that cash payments are received in excess of principal due. A loan may return to accrual status when principal and interest payments are no longer past due and collectability is reasonably assured.

The following table presents the recorded investment in nonaccrual loans, segregated by class.

(In thousands) March 31, 2022 December 31, 2021
Secured by real estate:
Residential properties $ 3,373 $ 3,154
Construction and land development 169 51
Farmland 1,445 1,327
Other commercial 2,486 1,176
Total real estate 7,473 5,708
Commercial and industrial loans 85 20
Agricultural production and other loans to farmers 14 3
Consumer and other loans 26 166
Total nonaccrual loans $ 7,598 $ 5,897

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(In thousands)	June 30, 2022		December 31, 2021
Secured by real estate:
Residential properties	$	2,878	$	3,154
Construction and land development	40		51
Farmland	968		1,327
Other commercial	3,105		1,176
Total real estate	6,991		5,708
Commercial and industrial loans	1,625		20
Agricultural production and other loans to farmers	14		3
Consumer and other loans	26		166
Total nonaccrual loans	$	8,656	$	5,897

An age analysis of past due loans (including both accruing and non-accruing loans) segregated by class of loans is as follows:

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(In thousands)	(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans		Past Due 90 Days or More and Accruing		(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans		Past Due 90 Days or More and Accruing
March 31, 2022
June 30, 2022														June 30, 2022
Secured by real estate:	Secured by real estate:													Secured by real estate:
Residential properties	Residential properties	$	6,845	$	2,039	$	8,884	$	1,133,842	$	1,142,726	$	732	Residential properties	$	6,850	$	1,527	$	8,377	$	1,227,901	$	1,236,278	$	694
Construction and land development	Construction and land development	674		1,759		2,433		674,129		676,562		1,635		Construction and land development	368		951		1,319		833,490		834,809		951
Farmland	Farmland	794		1,328		2,122		219,584		221,706		58		Farmland	868		972		1,840		240,800		242,640		—
Other commercial	Other commercial	3,914		1,397		5,311		1,948,630		1,953,941		145		Other commercial	875		1,677		2,552		2,048,177		2,050,729		385
Total real estate	Total real estate	12,227		6,523		18,750		3,976,185		3,994,935		2,570		Total real estate	8,961		5,127		14,088		4,350,368		4,364,456		2,030
Commercial and industrial loans	Commercial and industrial loans	1,698		200		1,898		582,667		584,565		118		Commercial and industrial loans	3,304		301		3,605		589,205		592,810		218
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	189		—		189		70,087		70,276		—		Agricultural production and other loans to farmers	128		182		310		83,697		84,007		168
Consumer loans	Consumer loans	612		485		1,097		89,533		90,630		459		Consumer loans	344		48		392		118,041		118,433		21
Total	Total	$	14,726	$	7,208	$	21,934	$	4,718,472	$	4,740,406	$	3,147	Total	$	12,737	$	5,658	$	18,395	$	5,141,311	$	5,159,706	$	2,437


(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans		Past Due 90 Days or More and Accruing
December 31, 2021
Secured by real estate:
Residential properties	$	4,537	$	2,032	$	6,569	$	768,130	$	774,699	$	865
Construction and land development	367		1,085		1,452		542,311		543,763		1,085
Farmland	600		425		1,025		210,478		211,503		30
Other commercial	1,589		1,118		2,707		1,393,378		1,396,085		212
Total real estate	7,093		4,660		11,753		2,914,297		2,926,050		2,192
Commercial and industrial loans	824		623		1,447		525,655		527,102		606
Agricultural production and other loans to farmers	311		32		343		86,177		86,520		32
Consumer loans	374		250		624		78,876		79,500		84
Total	$	8,602	$	5,565	$	14,167	$	3,605,005	$	3,619,172	$	2,914

Impaired Loans - Impaired loans include nonperforming loans, loans modified in troubled debt restructurings (“TDRs”) where concessions have been granted to borrowers experiencing financial difficulties, and certain other loans identified by management.

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Certain other loans identified by management consist of performing loans with specific allocations of the allowance for loan loss. Impaired loans, or portions thereof, are charged-off when deemed uncollectible.

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Impaired loans, segregated by class were as follows:


		March 31, 2022							June 30, 2022
		Principal		Recorded		Related			Principal		Recorded		Related
(In thousands)	(In thousands)	Balance		Balance (1)		Allowance		(In thousands)	Balance		Balance (1)		Allowance
Impaired loans with no related allowance:	Impaired loans with no related allowance:							Impaired loans with no related allowance:
Secured by real estate:	Secured by real estate:							Secured by real estate:
Residential properties	Residential properties	$	7,328	$	5,373	$	—	Residential properties	$	6,983	$	4,701	$	—
Construction and land development	Construction and land development	3,724		1,767		—		Construction and land development	2,196		654		—
Farmland	Farmland	3,161		2,738		—		Farmland	1,397		977		—
Other commercial	Other commercial	5,081		3,685		—		Other commercial	7,515		6,100		—
Total real estate	Total real estate	19,294		13,563		—		Total real estate	18,091		12,432		—
Commercial and industrial	Commercial and industrial	9,730		9,464		—		Commercial and industrial	13,906		12,833		—
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	40		14		—		Agricultural production and other loans to farmers	40		14		—
Consumer and other loans	Consumer and other loans	247		26		—		Consumer and other loans	247		26		—
Total	Total	$	29,311	$	23,067	$	—	Total	$	32,284	$	25,305	$	—

Impaired loans with related allowance:	Impaired loans with related allowance:							Impaired loans with related allowance:
Secured by real estate:	Secured by real estate:							Secured by real estate:
Residential properties	Residential properties	$	809	$	809	$	7	Residential properties	$	805	$	805	$	7
Construction and land development	Construction and land development	—		—		—		Construction and land development	—		—		—
Farmland	Farmland	—		—		—		Farmland	—		—		—
Other commercial	Other commercial	1,865		1,865		308		Other commercial	—		—		—
Total real estate	Total real estate	2,674		2,674		315		Total real estate	805		805		7
Commercial and industrial	Commercial and industrial	4,548		4,548		1,723		Commercial and industrial	372		372		132
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	—		—		—		Agricultural production and other loans to farmers	—		—		—
Consumer and other loans	Consumer and other loans	—		—		—		Consumer and other loans	—		—		—
Total	Total	7,222		7,222		2,038		Total	1,177		1,177		139
Total impaired loans	Total impaired loans	$	36,533	$	30,289	$	2,038	Total impaired loans	$	33,461	$	26,482	$	139

(1) Recorded balance represents the carrying value – the contractual principal obligation due from the customer less charge offs and payments applied.

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	December 31, 2021
	Principal		Recorded		Related
(In thousands)	Balance		Balance (1)		Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties	$	7,667	$	5,034	$	—
Construction and land development	3,615		1,649		—
Farmland	3,413		2,859		—
Other commercial	2,671		1,300		—
Total real estate	17,366		10,842		—
Commercial and industrial	17,528		17,300		—
Agricultural production and other loans to farmers	105		15		—
Consumer and other loans	249		166		—
Total	$	35,248	$	28,323	$	—

Impaired loans with related allowance:
Secured by real estate:
Residential properties	$	813	$	813	$	9
Construction and land development	—		—		—
Farmland	—		—		—
Other commercial	1,906		1,906		304
Total real estate	2,719		2,719		313
Commercial and industrial	4,542		4,542		1,701
Agricultural production and other loans to farmers	—		—		—
Consumer and other loans	—		—		—
Total	7,261		7,261		2,014
Total impaired loans	$	42,509	$	35,584	$	2,014

(1)Recorded balance represents the carrying value – the contractual principal obligation due from the customer less charge-offs and payments applied.

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The average recorded investment and interest recognized for impaired loans for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 are presented below.


		Three Months Ended March 31,									Three Months Ended June 30,
		2022				2021					2022				2021
		Average		Interest		Average		Interest			Average		Interest		Average		Interest
(In thousands)	(In thousands)	Investment		Recognized		Investment		Recognized		(In thousands)	Investment		Recognized		Investment		Recognized
Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	5,704	$	9	$	6,657	$	37	Residential properties	$	5,085	$	10	$	6,685	$	27
Construction and land development	Construction and land development	1,661		28		2,997		29		Construction and land development	1,119		27		2,186		28
Farmland	Farmland	2,743		20		10,432		124		Farmland	1,806		—		9,775		128
Other commercial	Other commercial	4,128		22		9,311		57		Other commercial	5,524		41		6,125		58
Total real estate	Total real estate	14,236		79		29,397		247		Total real estate	13,534		78		24,771		241
Commercial and industrial	Commercial and industrial	18,912		112		16,798		210		Commercial and industrial	13,733		112		21,702		262
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	7		—		81		—		Agricultural production and other loans to farmers	14		—		54		—
Consumer loans	Consumer loans	119		—		177		—		Consumer loans	26		—		187		—
Total	Total	$	33,274	$	191	$	46,453	$	457	Total	$	27,307	$	190	$	46,714	$	503


	Six Months Ended June 30,
	2022				2021
	Average		Interest		Average		Interest
(In thousands)	Investment		Recognized		Investment		Recognized
Secured by real estate:
Residential properties	$	5,395	$	19	$	6,671	$	64
Construction and land development	1,390		55		2,591		57
Farmland	2,274		—		10,104		252
Other commercial	4,826		63		7,718		115
Total real estate	13,885		137		27,084		488
Commercial and industrial	16,322		224		19,250		472
Agricultural production and other loans to farmers	11		—		68		—
Consumer loans	72		—		182		—
Total	$	30,290	$	361	$	46,584	$	960

There were no modifications classified as TDRs for the ~~three~~six months ended ~~March 31,~~June 30, 2022 or 2021. Although there were additional modifications of terms on some loans, the prevailing modifications during the reported periods were related to converting the loans to interest only for a period of time, reductions in the interest rates, and/or extensions of payment dates or maturity dates. Because the majority of these loans were classified as impaired loans before restructuring, the modifications did not materially impact the Company’s determination of the allowance for loan losses. The allowance for loan losses attributable to restructured loans was $139,000 at ~~March 31,~~June 30, 2022 and December 31, 2021.

Note 6: Allowance for Loan Losses

As management evaluates the allowance for loan losses, it is categorized as follows: (1) specific allocations; (2) allocations for classified assets with no specific allowance, based on historical loan experience for similar loans with similar characteristics, adjusted as necessary, to reflect the impact of current conditions; and (3) general allocations for each major loan category for loans not deemed impaired or classified, segmented by loan class based on historical loss experience and other risk factors. In assessing general economic conditions, management monitors several factors, including regional and national economic conditions, real estate market conditions and recently enacted regulations with potential economic effects.

Credit Quality Indicators – The Company utilizes a risk grading matrix to assign a grade to each of its commercial and real estate loans. Loans are rated on a scale of 1 to 10. A description of the general characteristics of the 10 risk ratings is as follows:

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•Risk Grades 1, 2, 3, 4 and 5 – These grades include loans to borrowers of solid credit quality with no higher than normal risk of loss. Borrowers in these categories have satisfactory financial strength and adequate cash flow coverage to service debt requirements. Collateral type and quality, as well as protection, are adequate. The borrower’s management is strong and capable, financial information is timely and accurate, and guarantor support is strong.

•Risk Grade 6 – Pass and Watch – Loans in this category are currently protected, but risks are emerging that warrant more than normal attention and have above average risk of loss. These factors require a higher level of monitoring and may include emerging balance sheet weaknesses, strained liquidity, increased leverage ratio, and weakening management. Collateral support is less marketable or limited use and, although the protection is sufficient, the loan-to-value ratio may not meet policy guidelines. Guarantors may have a limited ability and willingness to provide intermediate support. Also, considerations surrounding industry deterioration, increased competition and minor policy exceptions concerning structure or amortization may affect the rating of these loans.

•Risk Grade 7 – Special Mention – The Company’s special mention rating is intended to closely align with the regulatory definition. A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these weaknesses may result in deterioration of repayment prospects. These weaknesses may include deteriorating balance sheets, strained liquidity and elevated leverage ratios. Cash flow and profitability are marginally sufficient to service debt and collateral is exhibiting signs of decline in value; however, protection is currently sufficient.

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Limited management experience or weaknesses have emerged requiring more than normal supervision and uncertainties regarding the quality of the financials are not explained. Guarantor has very limited ability and willingness to provide short-term support. Moderate policy exceptions concerning structure or amortization may be considered in order to provide relief to the borrower. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

•Risk Grade 8 – Substandard – A loan in this category is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. Factors affecting these loans may include balance sheet deterioration that has resulted in illiquid, highly leveraged or deficit net worth, cash flow that is not able to service debts as structured, collateral protection that may be inadequate, guarantor support that may be virtually non-existent, and management that is poor. Loans may require a major policy exception concerning structure or amortization. They are characterized by the distinct possibility that the Company will incur some loss if the deficiencies are not corrected.

•Risk Grade 9 – Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

•Risk Grade 10 – Loss – Loans are considered uncollectible and of such little value that continuing to carry them as an active asset is not warranted. It does not mean that there will be no recovery, but, rather, it is not practical or desirable to defer writing off these assets even though a partial recovery may be possible in the future.

Classified loans for the Company include loans in Risk Grades 8, 9 and 10. Loans may be classified but not considered impaired, due to one of the following reasons: (i) the loan falls below the established minimum dollar thresholds for loan impairment testing or (ii) the loan was tested for impairment, but not deemed to be impaired.

The following table summarizes the credit quality of the Company’s loan portfolio by loan class for the period indicated:

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		Risk Grades		Risk Grade		Risk Grade		Risk Grade					Risk Grades		Risk Grade		Risk Grade		Risk Grade
(In thousands)	(In thousands)	1-6		7		8		9		Total		(In thousands)	1-6		7		8		9		Total
March 31, 2022
June 30, 2022												June 30, 2022
Secured by real estate:	Secured by real estate:											Secured by real estate:
Residential properties	Residential properties	$	1,130,830	$	202	$	11,694	$	—	$	1,142,726	Residential properties	$	1,223,487	$	173	$	12,575	$	43	$	1,236,278
Construction and land development	Construction and land development	670,156		4,107		2,299		—		676,562		Construction and land development	828,538		4,107		2,164		—		834,809
Farmland	Farmland	218,673		—		3,033		—		221,706		Farmland	240,290		—		2,350		—		242,640
Other commercial	Other commercial	1,939,140		948		13,853		—		1,953,941		Other commercial	2,022,765		12,521		15,443		—		2,050,729
Total real estate	Total real estate	3,958,799		5,257		30,879		—		3,994,935		Total real estate	4,315,080		16,801		32,532		43		4,364,456
Commercial and industrial	Commercial and industrial	567,923		—		16,642		—		584,565		Commercial and industrial	577,509		—		14,047		1,254		592,810
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	70,080		—		196		—		70,276		Agricultural production and other loans to farmers	83,898		—		109		—		84,007
Consumer and other loans	Consumer and other loans	90,501		—		129		—		90,630		Consumer and other loans	118,330		—		103		—		118,433

Total	Total	$	4,687,303	$	5,257	$	47,846	$	—	$	4,740,406	Total	$	5,094,817	$	16,801	$	46,791	$	1,297	$	5,159,706


	Risk Grades		Risk Grade		Risk Grade		Risk Grade
(In thousands)	1-6		7		8		9		Total
December 31, 2021
Secured by real estate:
Residential properties	$	763,116	$	—	$	11,583	$	—	$	774,699
Construction and land development	537,573		4,097		2,093		—		543,763
Farmland	208,318		—		3,185		—		211,503
Other commercial	1,386,240		—		9,845		—		1,396,085
Total real estate	2,895,247		4,097		26,706		—		2,926,050
Commercial and industrial	503,603		—		23,496		3		527,102
Agricultural production and other loans to farmers	86,292		—		228		—		86,520
Consumer and other loans	79,176		—		306		18		79,500

Total	$	3,564,318	$	4,097	$	50,736	$	21	$	3,619,172

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Transactions in the allowance for loan losses and balances in the loan portfolio by loan segment are as follows:

(In thousands) Commercial
and Industrial Commercial
Real Estate Residential Consumer
and other Total
Three Months Ended March 31, 2022
Allowance for loan losses:
Beginning balance $ 6,556 $ 27,133 $ 9,488 $ 1,823 $ 45,000
Provision for loan losses (468) 75 311 299 217
Recoveries on loans 22 141 54 791 1,008
Loans charged off (58) (437) (250) (1,242) (1,987)
Ending balance $ 6,052 $ 26,912 $ 9,603 $ 1,671 $ 44,238
Period End Allowance Balance Allocated To:
Individually evaluated for impairment $ 1,723 $ 308 $ 7 $ — $ 2,038
Collectively evaluated for impairment 4,329 26,604 9,596 1,671 42,200
Ending balance $ 6,052 $ 26,912 $ 9,603 $ 1,671 $ 44,238

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(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total
Three Months Ended June 30, 2022
Allowance for loan losses:
Beginning balance	$	6,052	$	26,912	$	9,603	$	1,671	$	44,238
Provision for loan losses	(1,063)		635		146		516		234
Recoveries on loans	58		413		55		770		1,296
Loans charged off	(921)		(3)		(530)		(961)		(2,415)
Ending balance	$	4,126	$	27,957	$	9,274	$	1,996	$	43,353

Six Months Ended June 30, 2022
Allowance for loan losses:
Beginning balance	$	6,556	$	27,133	$	9,488	$	1,823	$	45,000
Provision for loan losses	(1,531)		710		457		815		451
Recoveries on loans	80		554		109		1,561		2,304
Loans charged off	(979)		(440)		(780)		(2,203)		(4,402)
Ending balance	$	4,126	$	27,957	$	9,274	$	1,996	$	43,353

Period End Allowance Balance Allocated To:
Individually evaluated for impairment	$	132	$	—	$	7	$	—	$	139
Collectively evaluated for impairment	3,994		27,957		9,267		1,996		43,214
Ending balance	$	4,126	$	27,957	$	9,274	$	1,996	$	43,353


(In thousands)	(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total		(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total
Three Months Ended March 31, 2021
Three Months Ended June 30, 2021												Three Months Ended June 30, 2021
Allowance for loan losses:	Allowance for loan losses:											Allowance for loan losses:
Beginning balance	Beginning balance	$	6,337	$	20,163	$	7,900	$	1,600	$	36,000	Beginning balance	$	6,135	$	22,616	$	9,439	$	1,851	$	40,041
Provision for loan losses	Provision for loan losses	(290)		2,355		1,581		243		3,889		Provision for loan losses	422		510		648		457		2,037
Recoveries on loans	Recoveries on loans	107		413		84		882		1,486		Recoveries on loans	197		239		197		715		1,348
Loans charged off	Loans charged off	(19)		(315)		(126)		(874)		(1,334)		Loans charged off	(261)		(314)		(50)		(797)		(1,422)
Balance, end of year	Balance, end of year	$	6,135	$	22,616	$	9,439	$	1,851	$	40,041	Balance, end of year	$	6,493	$	23,051	$	10,234	$	2,226	$	42,004

Six Months Ended June 30, 2021												Six Months Ended June 30, 2021
Allowance for loan losses:												Allowance for loan losses:
Beginning balance												Beginning balance	$	6,337	$	20,163	$	7,900	$	1,600	$	36,000
Provision for loan losses												Provision for loan losses	132		2,865		2,229		700		5,926
Recoveries on loans												Recoveries on loans	304		652		281		1,597		2,834
Loans charged off												Loans charged off	(280)		(629)		(176)		(1,671)		(2,756)
Ending balance												Ending balance	$	6,493	$	23,051	$	10,234	$	2,226	$	42,004

Period End Allowance Balance Allocated To:	Period End Allowance Balance Allocated To:											Period End Allowance Balance Allocated To:
Individually evaluated for impairment	Individually evaluated for impairment	$	1,725	$	254	$	9	$	—	$	1,988	Individually evaluated for impairment	$	1,728	$	302	$	9	$	—	$	2,039
Collectively evaluated for impairment	Collectively evaluated for impairment	4,410		22,362		9,430		1,851		38,053		Collectively evaluated for impairment	4,765		22,749		10,225		2,226		39,965
Ending balance	Ending balance	$	6,135	$	22,616	$	9,439	$	1,851	$	40,041	Ending balance	$	6,493	$	23,051	$	10,234	$	2,226	$	42,004

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The following table provides the recorded investment in loans, net of unearned income, based on the Company’s impairment methodology as of the dates presented:

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(In thousands)	(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total		(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total
March 31, 2022
June 30, 2022												June 30, 2022
Individually evaluated for impairment	Individually evaluated for impairment	$	13,928	$	4,235	$	1,629	$	—	$	19,792	Individually evaluated for impairment	$	13,121	$	4,584	$	2,149	$	—	$	19,854
Collectively evaluated for impairment	Collectively evaluated for impairment	570,637		2,847,974		1,141,097		160,906		4,720,614		Collectively evaluated for impairment	579,689		3,123,594		1,234,129		202,440		5,139,852
Ending balance	Ending balance	$	584,565	$	2,852,209	$	1,142,726	$	160,906	$	4,740,406	Ending balance	$	592,810	$	3,128,178	$	1,236,278	$	202,440	$	5,159,706

December 31, 2021	December 31, 2021											December 31, 2021
Individually evaluated for impairment	Individually evaluated for impairment	$	21,822	$	3,434	$	1,640	$	166	$	27,062	Individually evaluated for impairment	$	21,822	$	3,434	$	1,640	$	166	$	27,062
Collectively evaluated for impairment	Collectively evaluated for impairment	505,280		2,147,917		773,059		165,854		3,592,110		Collectively evaluated for impairment	505,280		2,147,917		773,059		165,854		3,592,110
Ending balance	Ending balance	$	527,102	$	2,151,351	$	774,699	$	166,020	$	3,619,172	Ending balance	$	527,102	$	2,151,351	$	774,699	$	166,020	$	3,619,172

Note 7: Regulatory Matters

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements triggers certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The U.S. capital rules, which in substance adopted the international Basel III Capital Rules and accordingly are referred to as the Basel III rules, became effective for both the Company and the Bank on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule and fully phased in by January 1, 2019. The Basel III rules require banking institutions to comply with three minimum risk-based capital ratios for common equity Tier 1 (“CET1”) capital, Tier 1 capital, and total capital, as well as a minimum leverage ratio based on Tier 1 capital.

Under the Basel III rules, the Company must maintain a capital conservation buffer of CET1 capital above the minimum risk-based capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-weighted capital ratios. If, after deducting the buffer amount from its CET1 capital, Tier 1 capital, and total capital, any of these amounts results in a risk-based capital ratio below the minimum, a banking institution will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The capital conservation buffer, which is 2.50%, is included in the minimum capital requirements relative to risk-weighted assets in the following table. Management believes as of ~~March 31,~~June 30, 2022 and December 31, 2021, the Company and the Bank met Basel III minimum capital requirements to which they are subject.

The Bank is also subject to capital requirements under the prompt corrective action regime. As of ~~March 31,~~June 30, 2022, the Bank maintained each of the capital ratios required to be categorized as well capitalized under the regulatory framework for prompt corrective action. The prompt corrective action framework applies only to insured depository institutions, such as the Bank, and not to their holding companies, such as the Company. To be categorized as well capitalized, an insured depository institution must maintain certain ratios of CET1 capital, Tier 1 capital and total capital to risk-weighted assets, and of Tier 1 capital to adjusted quarterly average assets. There are no conditions or events since ~~March 31,~~June 30, 2022 that management believes have changed the Bank’s category. The amounts of the Bank’s capital relative to the standards for well capitalized status are set forth in the following table.

The Company’s and the Bank’s CET1 capital includes total common equity reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. In connection with the adoption of Basel III, the Company elected to opt out of the requirement to include most components of accumulated other comprehensive income (loss) in CET1 capital.

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Tier 1 capital includes CET1 capital and additional Tier 1 capital. For the Company, additional Tier 1 capital at ~~March 31,~~June 30, 2022 and December 31, 2021 included $51.1 million and $51.0 million of trust preferred securities issued by the trusts (net of

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investment in the trusts), respectively. At June 30, 2022, additional Tier 1 capital at the Company also included $250.0 million of preferred stock. The Bank did not have any additional Tier 1 capital beyond CET1 capital as of ~~March 31,~~June 30, 2022 and December 31, 2021.

Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital for both the Company and the Bank includes a permissible portion of the allowance for loan losses. In addition, Tier 2 capital at ~~March 31,~~June 30, 2022 and December 31, 2021 for the Company includes ~~$80.6~~$80.5 million and $58.8 million, respectively, of subordinated debentures. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations.

The following table presents actual and required capital ratios for the Company and the Bank under the Basel III rules.


		Actual				Minimum Requirement				Required to be Well Capitalized					Actual				Minimum Requirement				Required to be Well Capitalized
(In thousands)	(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio		(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
March 31, 2022:
June 30, 2022:														June 30, 2022:
Company:	Company:													Company:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	381,074	7.52	%	$	354,634	7.00	%	N/A		N/A		CET1 Capital to Risk-Weighted Assets	$	391,892	7.02	%	$	391,002	7.00	%	N/A		N/A
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	432,154		8.53	%	430,626		8.50	%	N/A		N/A		Tier 1 Capital to Risk-Weighted Assets	693,031		12.41	%	474,789		8.50	%	N/A		N/A
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	556,947		10.99	%	531,950		10.50	%	N/A		N/A		Total Capital to Risk-Weighted Assets	816,925		14.63	%	586,504		10.50	%	N/A		N/A
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	432,154		7.73	%	223,690		4.00	%	N/A		N/A		Tier 1 Capital to Average Assets	693,031		10.83	%	255,955		4.00	%	N/A		N/A

Bank:	Bank:													Bank:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	510,266	10.23	%	$	349,248	7.00	%	$	324,301	6.50	%	CET1 Capital to Risk-Weighted Assets	$	606,332	10.87	%	$	390,536	7.00	%	$	362,641	6.50	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	510,266		10.23	%	424,087		8.50	%	399,140		8.00	%	Tier 1 Capital to Risk-Weighted Assets	606,332		10.87	%	474,223		8.50	%	446,327		8.00	%
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	554,504		11.11	%	523,872		10.50	%	198,925		10.00	%	Total Capital to Risk-Weighted Assets	649,685		11.65	%	585,804		10.50	%	557,909		10.00	%
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	510,266		9.14	%	223,200		4.00	%	279,000		5.00	%	Tier 1 Capital to Average Assets	606,332		9.49	%	255,647		4.00	%	319,559		5.00	%

December 31, 2021:	December 31, 2021:													December 31, 2021:
Company:	Company:													Company:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	382,736	9.40	%	$	285,078	7.00	%	N/A		N/A		CET1 Capital to Risk-Weighted Assets	$	382,736	9.40	%	$	285,078	7.00	%	N/A		N/A
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	433,754		10.65	%	346,166		8.50	%	N/A		N/A		Tier 1 Capital to Risk-Weighted Assets	433,754		10.65	%	346,166		8.50	%	N/A		N/A
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	537,541		13.20	%	427,617		10.50	%	N/A		N/A		Total Capital to Risk-Weighted Assets	537,541		13.20	%	427,617		10.50	%	N/A		N/A
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	433,754		8.46	%	205,072		4.00	%	N/A		N/A		Tier 1 Capital to Average Assets	433,754		8.46	%	205,072		4.00	%	N/A		N/A

Bank:	Bank:													Bank:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	428,602	10.55	%	$	284,509	7.00	%	$	264,187	6.50	%	CET1 Capital to Risk-Weighted Assets	$	428,602	10.55	%	$	284,509	7.00	%	$	264,187	6.50	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	428,602		10.55	%	345,475		8.50	%	325,153		8.00	%	Tier 1 Capital to Risk-Weighted Assets	428,602		10.55	%	345,475		8.50	%	325,153		8.00	%
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	473,602		11.65	%	426,763		10.50	%	406,441		10.00	%	Total Capital to Risk-Weighted Assets	473,602		11.65	%	426,763		10.50	%	406,441		10.00	%
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	428,602		8.37	%	204,714		4.00	%	255,893		5.00	%	Tier 1 Capital to Average Assets	428,602		8.37	%	204,714		4.00	%	255,893		5.00	%

The ability of the Company to pay future dividends, pay its expenses and retire its debt is dependent upon future income tax benefits and dividends paid to the Company by the Bank. The Bank is subject to dividend restrictions as imposed by Federal and state regulatory authorities.

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Note 8: Fair Value

Financial Instruments Measured at Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Valuations within these levels are based upon:

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access as of the measurement date

Level 2

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3

Unobservable inputs that are significant to the fair value of the assets or liabilities that reflect a company’s own assumptions about the assumptions that market participants would use in pricing assets or liabilities

Management monitors the availability of observable market data to assess the appropriate classification of assets and liabilities within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. There were no transfers of financial instruments between fair value levels for any period presented.

The Company used the following methods and significant assumptions to estimate fair value.

Securities - The Company utilizes an independent pricing service to advise it on the value of the securities portfolio. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. For these investments, the inputs used by the pricing service to determine fair value may include one, or a combination of several, observable inputs such as benchmark yields, reported trades, benchmark securities, bids, offers and reference data market research publications and are classified within Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. For Level 3 securities, in addition to the inputs noted above, inputs used by the pricing service to determine fair value may also include estimated duration, municipal bond interest rate curve, and tax effected yield. There were no Level 3 securities as of ~~March 31,~~June 30, 2022 or December 31, 2021. The Company’s treasury department and Asset Liability Management Committee review the aggregate fair values of the securities portfolio.

Impaired loans - Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment on a non-recurring basis. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans. Specific allowances for impaired loans are based on comparisons of the recorded carrying values of the loans to the present value of the estimated cash flows of these loans at each loan’s effective interest rate or the fair value of the collateral net of selling costs if the loan is collateral dependent. Impaired loans are primarily collateral dependent loans and are assessed using a fair value approach. Fair value estimates for collateral dependent loans are derived from appraised values based on the current market value or as-is value of the property being appraised. Appraisals are based on certain assumptions, which may include construction or development status and the highest and best use of the property. The appraisals are reviewed by the Company’s appraisal department to ensure they are acceptable. Impaired loans are classified within Level 3 of the fair value hierarchy. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.

Other Real Estate Owned - Other real estate owned is initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated cost to sell. Fair value estimates begin with obtaining a current independent appraisal or internal evaluation of the collateral value. Subsequent

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to foreclosure, valuations are performed periodically by the Company’s appraisal department and any subsequent reduction in value is recognized by a charge to income.

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed by the Company. These appraisals are reviewed by a member of the Company’s appraisal department to ensure they are acceptable. Appraised values are adjusted down for costs associated with asset disposal. The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral impaired loans and other real estate owned are primarily based on appraisals, observable market conditions, and other factors which may affect collectability. The appraisals use marketability and comparability discounts, which generally range from 5% to 15%. Assessment of the significance of a specific input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. It is reasonably possible that a change in the estimated fair value for assets measured using Level 3 inputs could occur in the future.

Assets and liabilities measured at fair value on a recurring basis are summarized below:


		Fair		Fair Value Measurements Using							Fair		Fair Value Measurements Using
(In thousands)	(In thousands)	Value		Level 1		Level 2		Level 3		(In thousands)	Value		Level 1		Level 2		Level 3
March 31, 2022
June 30, 2022										June 30, 2022
U.S. Treasuries	U.S. Treasuries	$	40,149	$	—	$	40,149	$	—	U.S. Treasuries	$	34,729	$	—	$	34,729	$	—
U.S. Government agency obligations	U.S. Government agency obligations	367,087		—		367,087		—		U.S. Government agency obligations	369,394		—		369,394		—
Residential mortgage-backed securities	Residential mortgage-backed securities	121,314		—		121,314		—		Residential mortgage-backed securities	108,784		—		108,784		—
Commercial mortgage-backed securities	Commercial mortgage-backed securities	13,254		—		13,254		—		Commercial mortgage-backed securities	12,867		—		12,867		—
Asset-backed securities	Asset-backed securities	12,354		—		12,354		—		Asset-backed securities	11,602		—		11,602		—
Corporate investments	Corporate investments	45,392		—		45,392		—		Corporate investments	46,125		—		46,125		—
State and political subdivisions	State and political subdivisions	45,646		—		45,646		—		State and political subdivisions	43,526		—		43,526		—
Total securities available for sale	Total securities available for sale	$	645,196	$	—	$	645,196	$	—	Total securities available for sale	$	627,027	$	—	$	627,027	$	—


December 31, 2021
U.S. Government agency obligations	$	350,250	$	—	$	350,250	$	—
Residential mortgage-backed securities	109,787		—		109,787		—
Commercial mortgage-backed securities	14,276		—		14,276		—
Asset backed securities	13,107		—		13,107		—
Corporate investments	44,510		—		44,510		—
State and political subdivisions	44,684		—		44,684		—
Total securities available for sale	$	576,614	$	—	$	576,614	$	—

Assets measured at fair value on a non-recurring basis are summarized below.


		Fair		Fair Value Measurements Using							Fair		Fair Value Measurements Using
(In thousands)	(In thousands)	Value		Level 1		Level 2		Level 3		(In thousands)	Value		Level 1		Level 2		Level 3
Impaired loans, net of allowance for loan losses:	Impaired loans, net of allowance for loan losses:									Impaired loans, net of allowance for loan losses:
March 31, 2022		$	28,251	$	—	$	—	$	28,251
June 30, 2022										June 30, 2022	$	26,343	$	—	$	—	$	26,343
December 31, 2021	December 31, 2021	$	33,570	$	—	$	—	$	33,570	December 31, 2021	$	33,570	$	—	$	—	$	33,570

Other real estate owned:	Other real estate owned:									Other real estate owned:
March 31, 2022		$	7,363	$	—	$	—	$	7,363
June 30, 2022										June 30, 2022	$	6,462	$	—	$	—	$	6,462
December 31, 2021	December 31, 2021	$	5,815	$	—	$	—	$	5,815	December 31, 2021	$	5,815	$	—	$	—	$	5,815

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a non-recurring basis.

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Qualitative Information about Level 3 Fair Value Measurements

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

March 31, 2022

June 30, 2022

Impaired loans, net of specific allowance

28,251

Third-party appraisals

Selling costs

5% - 10%

Impaired loans, net of specific allowance

26,343

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

7,363

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

Other real estate owned

6,462

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

Qualitative Information about Level 3 Fair Value Measurements

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

December 31, 2021

Impaired loans, net of specific allowance

33,570

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

5,815

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

Fair Value of Financial Instruments

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, that are not measured and reported at fair value on a recurring or non-recurring basis. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions significantly affect the estimates and, as such, the derived fair value may not be indicative of the value negotiated in an actual sale and may not be comparable to that reported by other financial institutions. In addition, the fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

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The following table presents estimated fair values of the Company’s financial instruments not previously disclosed:


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(In thousands)	(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value		(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:	Financial assets:									Financial assets:
Level 1 inputs:	Level 1 inputs:									Level 1 inputs:
Cash and cash equivalents	Cash and cash equivalents	$	695,352	$	695,352	$	664,165	$	664,165	Cash and cash equivalents	$	343,741	$	343,741	$	664,165	$	664,165

Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Securities held to maturity	Securities held to maturity	68,873		68,858		71,648		72,084		Securities held to maturity	66,359		66,246		71,648		72,084
FHLB stock	FHLB stock	4,529		4,529		2,731		2,731		FHLB stock	5,578		5,578		2,731		2,731
Accrued interest receivable	Accrued interest receivable	17,756		17,756		14,329		14,329		Accrued interest receivable	17,549		17,549		14,329		14,329
Level 3 inputs:	Level 3 inputs:									Level 3 inputs:
Loans held for sale	Loans held for sale	11,744		11,744		10,621		10,621		Loans held for sale	14,757		14,757		10,621		10,621
Loans, net	Loans, net	4,696,168		4,663,400		3,574,172		3,548,595		Loans, net	5,116,353		5,053,300		3,574,172		3,548,595

Financial liabilities:	Financial liabilities:									Financial liabilities:
Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Deposits	Deposits	5,853,097		5,514,119		4,622,116		4,493,657		Deposits	5,682,850		5,266,566		4,622,116		4,493,657
FHLB and other borrowings	FHLB and other borrowings	40,453		40,584		20,501		21,024		FHLB and other borrowings	20,115		20,119		20,501		21,024
Subordinated debentures	Subordinated debentures	133,338		133,338		111,509		111,509		Subordinated debentures	133,383		139,701		111,509		111,509
Accrued interest payable	Accrued interest payable	2,945		2,945		1,425		1,425		Accrued interest payable	1,476		1,476		1,425		1,425

Note 9: Subordinated Debentures and Trust Preferred Securities

Subordinated Debentures

On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $60.0 million in aggregate principal amount of its 6.000% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the “Notes”). The Company incurred issuance costs of $1.4 million in conjunction with the issuance of the Notes. These issuance costs are netted with the balance of the Notes on the Company’s Consolidated Balance Sheets and will be amortized over the life of the Notes. At ~~both March 31,~~June 30, 2022 and December 31, 2021, the remaining unamortized balance of these issuance costs was $1.1 million and $1.2 ~~million.~~million, respectively. The Notes initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or the early redemption date, with interest during this period payable semiannually in arrears. From and including June 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to Three-Month Term Secured Overnight Financing Rate plus 586 basis points, with interest during this period payable quarterly in arrears. The Company used the proceeds of the private placement for general corporate purposes, including improving the Company’s liquidity and capital position.

The Notes are not redeemable by the Company, in whole or in part, prior to the fifth anniversary of the original date of issue, except that the Notes may be redeemed at any time in whole but not in part in the event of a Tier 2 Capital Event, a Tax Event, or an Investment Company Event, each as defined and described in the Notes. On or after the fifth anniversary of the original date of issue, the Notes are redeemable on any interest payment date at the option of the Company, in whole or in part in integral multiples of $1,000, at an amount equal to 100% of the outstanding principal amount redeemed plus accrued but unpaid interest thereon. Any partial redemption will be made on a pro rata basis as to the holders of the Notes. Any redemption of the Notes is subject to any applicable regulatory requirements and approvals.

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quarterly in arrears. BancPlus will be entitled to redeem the Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the Subordinated Notes in whole upon certain other events. The Subordinated Notes are not subject to redemption at the option of the holder. The Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The Subordinated Notes rank junior in right to payment to BancPlus’ current and future senior indebtedness. The Subordinated Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The Subordinated Notes vary from the amount carried on the Consolidated Balance Sheets at ~~March 31,~~June 30, 2022 due to the remaining purchase premium of ~~$733,000,~~$683,000, which was established upon closing of the FTC Merger and is being amortized over the remaining life of the debentures.

Trust Preferred Securities

The Company also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. Under a grandfathering provision in the Basel III capital rules that applies to bank holding companies with less than $15 billion in total consolidated assets, these preferred capital securities have qualified as Tier 1 capital for the Company, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and the preferred capital securities to purchase subordinated debentures issued by the Company. These subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. The Company has fully and unconditionally guaranteed the trusts’ obligations with respect to the preferred capital securities.

The Company has the right to defer the payment of interest on the subordinated debentures at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debentures are deferred, the distributions on the trust preferred securities are also deferred. Interest on the subordinated debentures and distributions on the trust preferred securities are cumulative.

The following is a summary of subordinated debentures payable to statutory trusts.


(In thousands)	(In thousands)	Year of Maturity	Interest Rate	March 31, 2022		December 31, 2021		(In thousands)	Year of Maturity	Interest Rate	June 30, 2022		December 31, 2021
First Bancshares of Baton Rouge Statutory Trust I	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	4,124	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	4,124
State Capital Statutory Trust IV	State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		5,155		State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		5,155
BancPlus Statutory Trust II	BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619		BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619
BancPlus Statutory Trust III	BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619		BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619
State Capital Master Trust	State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		6,186		State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		6,186
				$	56,703	$	56,703				$	56,703	$	56,703

The subordinated debentures payable to statutory trusts vary from the amount carried on the Consolidated Balance Sheets at ~~March 31,~~June 30, 2022 due to the remaining purchase discount of $3.9 million, which was established upon the merger with State Capital Corp. (“SCC”), in which BancPlus acquired SCC, the holding company of State Bank & Trust Company (“State Bank”) by a statutory share exchange and SCC was merged with and into BancPlus and State Bank was merged with and into BankPlus, with BancPlus and BankPlus surviving the mergers, which closed on April 1, 2020, and is being amortized over the remaining life of the debentures.

Interest rates adjust quarterly for the subordinated debentures with rates that are indexed with LIBOR. On March 15, 2022 the Adjustable Interest Rate (LIBOR) Act was signed into law as part of the Consolidated Appropriations Act, 2022. The Adjustable Interest Rate (LIBOR) Act establishes a nationwide process for replacing LIBOR in financial contracts that mature after the cessation of the overnight, one-, three-, six- and 12-month U.S. dollar LIBOR tenors on June 30, 2023 and that do not provide for an effective means to replace LIBOR upon its cessation. For contracts in which a party has the discretion to identify a replacement rate, the Act also provides a safe harbor to parties if they choose the Secured Overnight Financing Rate (“SOFR”)-based benchmark replacement rate to be identified by the Board of Governors of the Federal Reserve System. We are currently monitoring these developments to determine any potential impact on the subordinated debentures.

The Company has the right to redeem the subordinated debentures prior to maturity. Upon redemption of the subordinated debentures payable to a statutory trust, the trust will also liquidate its common stock and preferred capital securities.

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Note 10: Employee Benefits

The Company has an Employee Stock Ownership Plan (“ESOP”) that covers all employees of the Bank who are at least 21 years of age and work in a position requiring at least 1000 hours of service annually. The plan also has 401(k) provisions that allow for employee tax deferred contributions. Participants may make contributions to the ESOP in accordance with applicable regulations and the ESOP’s provisions. The Company makes a 3% “safe harbor” matching contribution on the first 3% of an employee’s salary deferral contributions, plus an additional matching contribution equal to 50% of the next 2% of an employee’s salary deferral contributions in excess of 3%. Additional contributions are made to the ESOP at the discretion of the Company’s Board of Directors.

The ESOP owned 1,481,796 and 1,500,732 shares of the Company's common stock at ~~both March 31,~~June 30, 2022 and December 31, ~~2021.~~2021, respectively. The ESOP entered into loans, collateralized by ESOP shares, with the Company in connection with the repurchase of shares of Company stock that were sold by participants in accordance with diversification provisions of the ESOP. A total of 176,786 shares were repurchased through 2011, an additional 77,000 shares were repurchased under this program in 2012, and 27,594 shares were repurchased under this program in 2019. These unallocated shares ~~are~~were released to participants proportionately as the ~~loan is~~loans were repaid. Dividends on allocated shares ~~are~~were recorded as dividends and charged to retained earnings. Dividends on unallocated shares that ~~are~~were used to repay the loan ~~are~~were treated as compensation expense. As of ~~March 31,~~June 30, 2022, the ESOP had zero outstanding loans with the Company.

The following table presents information related to the Company’s ESOP-owned shares.


(In thousands, except share data)	(In thousands, except share data)	March 31, 2022		December 31, 2021		(In thousands, except share data)	June 30, 2022		December 31, 2021
Allocated shares	Allocated shares	1,500,732		1,472,334		Allocated shares	1,481,796		1,472,334
Unearned shares	Unearned shares	—		28,398		Unearned shares	—		28,398
Total ESOP shares	Total ESOP shares	1,500,732		1,500,732		Total ESOP shares	1,481,796		1,500,732

Fair value of unearned shares	Fair value of unearned shares	$	—	$	1,938	Fair value of unearned shares	$	—	$	1,938

Distributions of the ESOP may be either in cash or Company common stock. The allocated shares are subject to a put option, whereby the Company will provide a market for a specified period of time for shares distributed to participants. The put price is the appraised value of the stock. The fair value of allocated shares of common stock held by the ESOP are deducted from permanent shareholders’ equity in the Consolidated Balance Sheets and reflected in a line item below liabilities and above shareholders’ equity. This presentation is necessary in order to recognize the put option within the ESOP-owned shares, consistent with U.S. Securities and Exchange Commission guidelines, that is present as long as the Company is not publicly traded. The Company uses a valuation by an external third party to determine the maximum possible cash obligation related to these securities. Increases or decreases in the value of the cash obligation are included in a separate line item in the Consolidated Statements of Shareholders’ Equity. The fair value of allocated shares held by the ESOP at ~~March 31,~~June 30, 2022 was ~~$102.4~~$97.8 million, based on the Company’s previously disclosed appraised value of ~~$68.25~~$66.00 per share of common stock. The fair value at December 31, 2021 was $100.5 million, based on the Company’s previously disclosed appraised value of $68.25 per share of common stock. As previously disclosed, these appraised values were determined solely for purposes of the ESOP’s administration and are therefore subject to certain limitations, qualifications and assumptions and may not reflect the fair value of the Company’s common stock and should not be relied on for any reason. In particular, the COVID-19 pandemic has had a significant impact on the trading markets for equity securities, including the value of equity securities of banking institutions. Neither the Company nor the ESOP has any obligation to seek an adjusted valuation, to use these appraised values for any other purpose or, if the Company or the ESOP obtains a new appraised value, to disclose such new appraised value.

Note 11: Equity

The Company’s Articles of Incorporation authorize 10,000,000 shares of preferred stock with no par value, which may be issued from time to time and in one or more classes or series upon authorization of the Board of Directors. At

On June 22, 2022, the Company entered into a Letter Agreement (including annexes thereto, collectively, the “Purchase Agreement”) with the U.S. Department of Treasury (the “Treasury”) under the Emergency Capital Investment Program (“ECIP”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell 250,000 shares of the Company’s preferred stock designated as Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (the “Preferred Stock”) for an aggregate purchase price of $250.0 million in cash. The Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

The Preferred Stock bears no dividend for the first two years following the issuance of the Preferred Stock. Thereafter, the annual dividend rate will be adjusted, not lower than 0.5% and not higher than 2.0%, based on our extension of credit for qualified lending as defined in the terms of the ECIP Interim Final Rule, the Purchase Agreement and the Certificate of Designations (the “Certificate of Designations”) and the investment amount. After the tenth anniversary of the issuance of the Preferred Stock, the dividend rate will be fixed based on the average annual amount of lending in years 2 through 10 compared to the baseline qualified lending and the average investment amount. The dividends will be payable quarterly in arrears on March ~~31, 2022~~15, June 15, September 15, and December ~~31, 2021, there were zero shares~~15.

The Preferred Stock may be redeemed at the option of ~~preferred stock issued~~the Company on or after September 15, 2027 (or earlier in the event of loss of regulatory capital treatment), subject to the approval of the appropriate federal banking regulator and ~~outstanding.~~in accordance with the federal banking agencies’ regulatory capital regulations. The restrictions on redemption are set forth in the Certificate of Designations filed with the Mississippi Secretary of State for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of the Preferred Stock as described in Item 5.03 of our Current Report on Form 8-K filed with the SEC on June 23, 2022.

In the Purchase Agreement, the Company also agreed to, upon the future written request of the Treasury, comply with the terms of a Registration Rights Agreement included as an annex to the Purchase Agreement and incorporated by reference therein (the “Registration Rights Agreement”), providing for certain registration rights of the Treasury. As long as the Company is not eligible to file on Form S-3, upon written request of the Treasury, the Company would be required to prepare and file a shelf registration statement covering the potential resale of the Preferred Stock as promptly as practicable. Once the Company is eligible to file on Form S-3, the Company agreed to prepare and file such shelf registration statement within 30 days. The Registration Rights Agreement also includes customary “piggyback” registration rights, suspension rights, indemnification, contribution, and assignment provisions.

Note 12: Stock Based Compensation

Under the Company’s long-term incentive program, certain officers, employees and directors are eligible to receive equity-based awards under the 2018 Long-Term Incentive Plan (“LTIP”). Restricted stock awards (“RSAs”) granted under the LTIP generally vest over one to five years. Unvested RSAs are included in the Company’s common stock outstanding. Compensation expense

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for RSAs granted under the LTIP is recognized over the vesting period of the awards based on the fair value of the stock at the grant date, with forfeitures recognized as they occur.

Stock based compensation that has been charged against income was ~~$680,000~~$1.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~$487,000~~$1.1 million for same period of 2021. There were zero and 399 shares forfeited during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~2021.~~2021, respectively. As of ~~March 31,~~June 30, 2022, there was ~~$6.4~~$10.4 million of total unrecognized compensation cost related to unvested RSAs. The cost is expected to be recognized over a remaining weighted average period of ~~3.0~~3.2 years.

A summary of the Company’s equity-based award activity and related information for the Company’s RSAs is as follows:


		Three Months Ended							Six Months Ended
		March 31, 2022			March 31, 2021				June 30, 2022			June 30, 2021
		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value			Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Beginning of period	Beginning of period	144,572	$	51.56	91,109	$	50.60	Beginning of period	144,572	$	51.56	91,109	$	50.60
Granted	Granted	21,367	68.25		—	—		Granted	95,768	68.25		82,507	51.25
Vested	Vested	(6,077)	50.00		(9,878)	50.91		Vested	(54,537)	53.34		(32,685)	51.93
Forfeited	Forfeited	—	—		—	—		Forfeited	—	—		(399)	47.96
End of period	End of period	159,862	$	53.85	81,231	$	50.56	End of period	185,803	$	59.64	140,532	$	50.56

Note 13: Contingencies

On March 20, 2019, a complaint (the “Complaint”), Mills v. BankPlus, et al., Case #3:19-cv-00196-CWR-FKB, was filed in the United States District Court for the Southern District of Mississippi, Northern Division, by Alysson Mills, in her capacity as

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Court-appointed Receiver for Arthur Lamar Adams (“Adams”) and Madison Timber Properties, LLC (“Madison Timber”), naming the Bank, 3 former Bank employees, 1 ~~one~~ then-current BankPlus employee and other defendants, including defendants affiliated and unaffiliated with BankPlus (“Defendants”). The Complaint seeks to recover damages from the Defendants for the benefit of the receivership estate related to certain investors who were allegedly defrauded by Adams and Madison Timber, whose actions were allegedly attributable to the actions of the Defendants that allegedly enabled negligent, illegal or fraudulent activities engaged in by Adams and Madison Timber. A brief description of the cause of action on the cover sheet filed with the Complaint includes securities, civil conspiracy, aiding and abetting, negligence, and other possible causes of action. The amount of damages (including punitive damages) requested against the Defendants in the Complaint is unspecified. On January 4, 2021, the plaintiff, Mills, filed an Amended Complaint. Answers and/or Motions to Dismiss the Amended complaint were filed by the Defendants. On July 8, 2021, the Court denied the Motion to Dismiss filed by BankPlus. A related motion for reconsideration was filed by BankPlus on August 9, 2021. On September 30, 2021, an order was entered to consolidate for purposes of discovery this case (No. 3:19-cv-00196-CWR-FKB) with three other related cases filed by Mills, the Receiver. A Case Management Order (No.: 3:22-cv-36-CWRFKB) was entered on January 31, 2022 for the sole purpose of managing consolidated discovery in the four related cases. Phase one written discovery is underway until at least August 31, 2022. Phases two and three discovery, allowing depositions, will begin thereafter pursuant to a subsequent court order.

In addition to the above, the Company, including subsidiaries, is party to various legal proceedings arising in the ordinary course of business. We do not believe that loss contingencies, if any, arising from pending litigation and regulatory matters will have a material adverse effect on our consolidated financial position or liquidity.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, references in this report to “we”, “us”, “our company”, “the Company”, or “BancPlus” refer to BancPlus Corporation and its subsidiaries, on a consolidated basis. All references to “BankPlus” or “the Bank” refer to BankPlus, our wholly-owned subsidiary.

The following discussion and analysis of BancPlus’ financial condition and results of operations should be read in conjunction with the unaudited interim consolidated financial statements and related notes contained in Item 1 of this report.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995 about BancPlus. Such statements include, without limitation, references to the Company’s predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations, and are subject to risks and uncertainties. These statements often, but not always, are preceded by, followed by or otherwise include the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “continue,” “seek,” “plan,” “can,” “should,” “could,” “would,” “will,” “to be,” “predict,” “potential,” “may,” “likely,” “will likely result,” “target,” “project” and “outlook” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry based on certain assumptions and beliefs of the Company’s management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important risk factors that could cause actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•the effects of the novel coronavirus and variants thereof (“COVID-19”) pandemic, on our business, financial condition and results of operations and on our customers, our employees, our third-party service providers and the economy, and the efficacy of COVID-19 vaccines;

•our ability to adequately measure and limit our credit risk;

•factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions;

•possible additional loan losses and impairment of the collectability of loans;

•our ability to prudently manage our growth and execute our strategy;

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•our ability to successfully integrate and fully realize the cost savings and other benefits of our acquisitions, manage risks related to business disruption following those acquisitions, and post-acquisition customer acceptance of the Company’s products and services and related customer disintermediation, including our recent acquisition of First Trust Corporation (“FTC”);

•the composition of our management team and our ability to attract and retain key personnel;

•changes in management personnel;

•geographic concentration of our business within Mississippi, Alabama, Louisiana, and Florida;

•our ability to attract and retain customers;

•increased competition in the financial services industry, particularly from regional and national institutions;

•further government restrictions on overdraft programs;

•failure of our risk management framework;

•systems failures, unauthorized access, cyber-crime and other threats to data security or interruptions involving our information technology and telecommunications systems or third-party servicers, including due to our upcoming planned conversion of FTC’s core processing system to our core processing system;

•difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the markets in which we operate and in which our loans are concentrated, including declines in housing markets, an increase in unemployment levels and inflation, and slowdowns in economic growth;

•our ability to maintain our historical rate of growth;

•our ability to manage the risks associated with our growth and expansion through de novo branching;

•our ability to identify potential candidates for, consummate, and achieve synergies resulting from, potential future acquisitions;

•deterioration of our asset quality;

•our ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms;

•any impairment of our goodwill or other intangible assets;

•changes in the value of collateral securing our loans;

•changes in the laws, rules, regulations, interpretations, policies or stimulus programs relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, and the uncertainty of the short- and long-term impacts of such changes;

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•further government intervention in the U.S. financial system, including in response to the COVID-19 pandemic;

•the effects of regional or national civil unrest (including any resulting branch closures or damage);

•compliance with governmental and regulatory requirements, including relating to banking, consumer protection, securities and tax matters;

•operational risks associated with our business;

•volatility and direction of market interest rates, including as a result of the COVID-19 pandemic and continuing worldwide macroeconomic uncertainty;

•our ability to maintain important deposit customer relationships and our reputation or otherwise avoid liquidity risks;

•the obligations associated with being a public reporting company;

•the commencement and outcome of litigation and other legal proceedings against us or to which we may become subject;

•natural disasters, climate change and adverse weather, public health crises, acts of terrorism, outbreaks of hostilities or other international or domestic calamities, and other matters beyond our control; and

•other factors that are discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the annual period ended December 31, 2021, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and in this Quarterly Report on Form 10-Q.

New factors emerge from time to time, and it is not possible for us to predict which will arise. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and in this Quarterly Report on Form 10-Q. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any forward-looking statement, whether written or oral, and whether as a result of new information, future developments or otherwise, except as specifically required by law.

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Overview

BancPlus is a bank holding company headquartered in Ridgeland, Mississippi. Its wholly-owned bank subsidiary, BankPlus, offers a full suite of products and services to a broad spectrum of customers, including individuals, businesses and public entities. As of ~~March 31,~~June 30, 2022, we operated 93 branch offices across Mississippi, Louisiana, Alabama and Florida. Our franchise is built on a community banking approach focused on personalized, relationship-driven service combined with local market management and expertise. We have one reportable segment.

BancPlus’ business strategy is to provide exceptional community banking services and financial solutions within its markets, which enables us to fulfill our core purpose of enriching lives and building stronger communities. We believe our team of local, experienced and relationship-focused bankers, along with strong brand recognition in our communities, differentiate us from our competitors. As a result, we have a granular, stable deposit mix and a diversified loan portfolio. As of ~~March 31,~~June 30, 2022, BancPlus held ~~$5.853~~$5.683 billion of total deposits, and our deposit base consisted of ~~95.9%~~96.1% core deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000, with a total deposit cost of ~~0.19%~~0.15%. Our loan portfolio was comprised of ~~74.0%~~73.7% commercial loans and ~~26.0%~~26.3% consumer loans for the same period. BancPlus currently holds meaningful market share in a number of attractive markets in Mississippi, including the number three position based on deposits in the Jackson, Mississippi metropolitan statistical area as of June 30, 2021, and we believe we are well-positioned for future growth.

June 30, 2022 ~~First Quarter~~ Highlights

•Net income for the ~~three~~six months ended ~~March 31,~~June 30, 2022 was ~~$9.7~~$25.8 million, compared with ~~$17.3~~$31.3 million for the same period of 2021

•Diluted earnings per share for the ~~three~~six months ended ~~March 31,~~June 30, 2022 were ~~$0.92,~~$2.34, compared with ~~$1.73~~$3.12 for the same period of 2021

•Net interest income was ~~$42.8~~$95.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, compared with ~~$42.0~~$83.4 million for the same period of 2021

•Total loans held for investment were ~~$4.740~~$5.160 billion at ~~March 31,~~June 30, 2022, compared with $3.619 billion at December 31, 2021

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Recent Developments

~~Recent~~

On June 22, 2022, the Company entered into a Letter Agreement (including annexes thereto, collectively, the “Purchase Agreement”) with the U.S. Department of Treasury (the “Treasury”) under the Emergency Capital Investment Program (“ECIP”). Established by the Consolidated Appropriations Act, 2021, the ECIP was created to encourage minority depository institutions and low- and moderate-income community financial institutions to augment their efforts to support small businesses and consumers in their communities. Under the program, the Treasury provided capital directly to certified Community Development Financial Institutions (“CDFI”), including the Bank, that we expect will enable us to, among other things, provide loans, grants, and forbearance for small businesses, minority-owned businesses, and consumers, especially in low-income and underserved communities, that may be disproportionately impacted by the economic effects of the COVID-19 pandemic. Pursuant to the Purchase Agreement, the Company agreed to issue and sell 250,000 shares of the Company’s preferred stock designated as Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (the “Preferred Stock”) for an aggregate purchase price of $250.0 million in cash. The Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

For more information about the preferred stock issuance refer to Footnote 11 to our Condensed Notes to Consolidated Financial Statements for the quarter ended June 30, 2022 contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Other recent developments at ~~March 31,~~June 30, 2022 did not significantly change from the recent developments as of December 31, 2021, which are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2021, and as of March 31, 2022, which are disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Results of Operations

The following discussion of BancPlus’ results of operations compares the three and six months ended ~~March 31,~~June 30, 2022 to the three and six months ended ~~March 31,~~June 30, 2021. The results of operations for the three and six months ended ~~March 31,~~June 30, 2022 are not

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necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022 or for any other period.

Net Income

Net income for the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$9.7~~$16.1 million and ~~$17.3~~$14.1 million, respectively. BancPlus’ annualized return on average assets for the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~0.69%~~1.00% and ~~1.46%~~1.13%, respectively. BancPlus’ annualized return on average equity for the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~9.60%~~13.99% and ~~19.58%~~15.34%, respectively. Net income for the six months ended June 30, 2022 and 2021 was $25.8 million and $31.3 million, respectively. BancPlus’ annualized return on average assets for the six months ended June 30, 2022 and 2021 was 0.86% and 1.29%, respectively. BancPlus’ annualized return on average equity for the six months ended June 30, 2022 and 2021 was 11.94% and 17.40%, respectively.

The ~~decrease~~increase in net income ~~and return metrics~~ for the ~~current year~~three months ended June 30, 2022 compared to ~~date~~the same period of 2021 was the result of ~~decreased life insurance~~increased net interest income ~~resulting from death benefits paid in the prior year and increased professional fees resulting~~ from our previously disclosed merger with First Trust Corporation (“FTC”), in which BancPlus acquired FTC, the holding company of First Bank and Trust (“FBT”) by a statutory share exchange and FTC was merged with and into BancPlus, with BancPlus surviving the merger (the “FTC Holding Company Merger”), and FBT was merged with and into BankPlus, with BankPlus surviving the merger, effective March 1, 2022 (together with the FTC Holding Company Merger, the “FTC Merger”). as well as organic loan growth. The decrease in return metrics for the three months ended June 30, 2022 compared to the same period of 2021 was the result of an increase in noninterest expenses, including one-time acquisition-related expenses, and an increase in average assets and equity as a result of the FTC merger.

The decrease in net income and return metrics for the current year to date period was the result of decreased life insurance income resulting from death benefits paid in the prior year and increased professional fees resulting from our previously disclosed merger with FTC partially offset by the aforementioned second quarter growth in net interest income.

Net Interest Income

Net interest income represents interest income less interest expense. BancPlus generates interest income from interest, dividends and fees received on interest-earning assets, including loans and investment securities. BancPlus incurs interest expense from interest paid on interest-bearing liabilities, including interest-bearing deposits, borrowings and other forms of indebtedness. Net interest income typically is the most significant contributor to BancPlus’ net income. To evaluate net interest income, BancPlus measures and monitors: (i) yields on its loans and other interest-earning assets; (ii) the costs of its deposits and other funding sources; (iii) its net interest spread; and (iv) its net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and shareholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.

Changes in market interest rates and interest BancPlus earns on interest-earning assets or pays on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, usually have the largest impact on periodic changes in its net interest spread, net interest margin and net interest income. BancPlus measures net interest income before and after the provision for loan losses that BancPlus maintains.

For the three months ended ~~March 31,~~June 30, 2022, net interest income was ~~$42.8~~$52.8 million, an increase of ~~$725,000,~~$11.5 million, or ~~1.7%~~27.8%, compared to net interest income of ~~$42.0~~$41.4 million for the three months ended ~~March 31,~~June 30, 2021. The increase in net interest income was primarily the result of increased interest-earning assets as a result of the FTC Merger and organic loan growth.

For the six months ended June 30, 2022, net interest income was $95.6 million, an increase of $12.2 million, or 14.6%, compared to net interest income of $83.4 million for the six months ended June 30, 2021. The increase in net interest income was primarily the result of increased interest-earning assets as a result of the FTC Merger.

Net interest margin for the three months ended ~~March 31,~~June 30, 2022 decreased 533 basis points to ~~3.22%~~3.51% from ~~3.75%~~3.54% for the same period of 2021 as the result of the lower interest rate environment seen earlier in the ~~current~~period. Net interest margin for the six months ended June 30, 2022 decreased 27 basis points to 3.37% from 3.64% for the same period of 2021 as the result of the lower interest rate environment seen earlier in the year.

Our year to date average interest-earning assets at ~~March 31,~~June 30, 2022, increased ~~$827.7 million,~~$1.09 billion, or ~~18.45%~~23.75%, to ~~$5.313~~$5.67 billion from ~~$4.486~~$4.58 billion at ~~March 31,~~June 30, 2021. BancPlus’ year to date average interest-bearing liabilities at ~~March 31,~~June 30, 2022 increased ~~$462.2~~$632.9 million, or ~~14.50%~~19.65%, to ~~$3.651~~$3.85 billion from ~~$3.189~~$3.22 billion at ~~March 31,~~June 30, 2021. ~~This increase~~These increases in BancPlus’ average interest-earning assets and

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interest-bearing liabilities ~~was~~were primarily due to the FTC ~~Merger.~~Merger and organic loan growth. The ratio of BancPlus’ average interest-earning assets to average interest-bearing liabilities was ~~145.5%~~147.1% and ~~140.7%~~142.2% at ~~March 31,~~June 30, 2022 and 2021, respectively.

BancPlus’ average interest-earning assets produced a tax-equivalent yield of ~~3.46%~~3.79% and 3.64% for the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to ~~4.07%~~3.83% and 3.95% for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. The average rate paid on interest-bearing liabilities was ~~0.35%~~0.42% and 0.39% for the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to ~~0.45%~~0.42% and 0.44% for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. The year-over-year decrease in yields ~~reflect~~reflects the ~~current~~ low interest rate ~~environment.~~

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environment seen earlier in the year.

Average Balances and Yields

The following tables show, for the three months ended ~~March 31,~~June 30, 2022 and 2021, the average balances of each principal category of BancPlus’ assets, liabilities and shareholders’ equity, and an analysis of net interest income. The average balances are principally daily averages and, for loans, include both performing and nonperforming balances. These tables are presented on a tax-equivalent basis, if applicable.

Three Months Ended March 31,
2022 2021
(Dollars in thousands) Average Balance Interest & Fees
Yield / Rate (4)
Average Balance Interest & Fees
Yield / Rate (4)
ASSETS:
Interest-earning assets:
Cash investments:
Interest-bearing cash deposits $ 578,254 $ 227 0.16 % $ 526,113 $ 125 0.10 %
Federal funds sold — — — % 20,109 10 0.20 %
578,254 227 0.16 % 546,222 135 0.10 %
Investment securities:
Taxable investment securities 629,208 2,307 1.47 % 425,247 1,833 1.72 %
Tax-exempt investment securities 72,432 420 2.32 % 92,567 539 2.33 %
Total securities 701,640 2,727 1.55 % 517,814 2,372 1.83 %
Loans (1)
4,029,014 42,987 4.27 % 3,418,232 43,142 5.05 %
Federal Home Loan Bank (“FHLB”) stock 4,475 4 0.36 % 3,407 3 0.35 %
Total interest-earning assets 5,313,383 45,945 3.46 % 4,485,675 45,652 4.07 %
Noninterest-earning assets 345,648 334,691
Total assets $ 5,659,031 $ 4,820,366
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits $ 1,590,153 $ 711 0.18 % $ 1,427,926 $ 791 0.22 %
Savings and money market deposits 1,199,908 312 0.10 % 939,541 282 0.12 %
Time deposits 714,438 654 0.37 % 676,683 1,091 0.64 %
Federal funds purchased — — — % — — — %
FHLB advances 20,485 76 1.48 % 20,608 77 1.49 %
Other borrowings 7,102 65 3.66 % 12,960 124 3.83 %
Subordinated debentures 119,024 1,360 4.57 % 111,153 1,245 4.48 %
Total interest-bearing liabilities 3,651,110 3,178 0.35 % 3,188,871 3,610 0.45 %
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits 1,545,452 1,218,780
Other noninterest-bearing liabilities 53,290 54,056
Total noninterest-bearing liabilities 1,598,742 1,272,836
Shareholders’ equity (6)
409,179 358,659
Total liabilities and shareholders’ equity $ 5,659,031 $ 4,820,366
Net interest income/net interest margin (2)
42,767 3.22 % 42,042 3.75 %
Net interest spread (5)
3.11 % 3.62 %
Taxable equivalent adjustment:
Tax-exempt investment securities (3)
135 173
Net interest income/net interest margin (2)
$ 42,902 3.23 % $ 42,215 3.76 %

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	Three Months Ended June 30,
	2022						2021
(Dollars in thousands)	Average Balance		Interest & Fees		Yield / Rate (4)		Average Balance		Interest & Fees		Yield / Rate (4)
ASSETS:
Interest-earning assets:
Cash investments:
Interest-bearing cash deposits	$	373,249	$	469	0.50	%	$	555,725	$	109	0.08	%
Federal funds sold	—		—		—	%	1,322		1		0.30	%
	373,249		469		0.50	%	557,047		110		0.08	%
Investment securities:
Taxable investment securities	626,928		2,502		1.60	%	570,166		2,094		1.47	%
Tax-exempt investment securities	68,614		401		2.34	%	72,731		479		2.63	%
Total securities	695,542		2,903		1.67	%	642,897		2,573		1.60	%
Loans (1)	4,945,036		53,712		4.34	%	3,471,227		42,089		4.85	%
Federal Home Loan Bank (“FHLB”) stock	6,592		8		0.49	%	3,541		3		0.34	%
Total interest-earning assets	6,020,419		57,092		3.79	%	4,674,712		44,775		3.83	%
Noninterest-earning assets	418,532						329,668
Total assets	$	6,438,951					$	5,004,380

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,578,774	$	1,118	0.28	%	$	1,462,402	$	770	0.21	%
Savings and money market deposits	1,456,402		577		0.16	%	984,775		228		0.09	%
Time deposits	845,637		667		0.32	%	660,284		965		0.58	%

FHLB advances	20,669		77		1.49	%	20,559		78		1.52	%
Other borrowings	18,221		205		4.50	%	12,096		117		3.87	%
Subordinated debentures	133,344		1,603		4.81	%	111,246		1,255		4.51	%
Total interest-bearing liabilities	4,053,047		4,247		0.42	%	3,251,362		3,413		0.42	%
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	1,867,843						1,333,010
Other noninterest-bearing liabilities	56,162						52,217
Total noninterest-bearing liabilities	1,924,005						1,385,227
Shareholders’ equity (6)	461,899						367,791
Total liabilities and shareholders’ equity	$	6,438,951					$	5,004,380
Net interest income/net interest margin (2)			52,845		3.51	%			41,362		3.54	%
Net interest spread (5)					3.37	%					3.41	%
Taxable equivalent adjustment:
Tax-exempt investment securities (3)			129						155
Net interest income/net interest margin (2)			$	52,974	3.52	%			$	41,517	3.55	%

________________________________

(1)Average loan balances include nonaccrual loans.

(2)Net interest margin during the periods presented represents: (i) the difference between interest income on interest-earning assets and the interest expense on interest-bearing liabilities, divided by (ii) average interest-earning assets for the period.

(3)Interest income and averages rates for tax exempt securities are presented on a tax-equivalent basis, assuming a combined federal and state income tax rate of 25% for 2022 and 2021.

(4)Yields and rates are annualized.

(5)Net interest spread is the yield on BancPlus’ total interest-earning assets less the yield on its interest-bearing liabilities.

(6)Includes Employee Stock Ownership-owned shares.

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	Six Months Ended June 30,
	2022						2021
(Dollars in thousands)	Average Balance		Interest & Fees		Yield / Rate (4)		Average Balance		Interest & Fees		Yield / Rate (4)
ASSETS:
Interest-earning assets:
Cash investments:
Interest-bearing cash deposits	$	475,185	$	696	0.29	%	$	541,001	$	234	0.09	%
Federal funds sold	—		—		—	%	10,663		11		0.21	%
	475,185		696		0.29	%	551,664		245		0.09	%
Investment securities:
Taxable investment securities	628,061		4,809		1.53	%	492,799		3,927		1.59	%
Tax-exempt investment securities	70,513		821		2.33	%	87,901		1,018		2.32	%
Total securities	698,574		5,630		1.61	%	580,700		4,945		1.70	%
Loans (1)	4,489,556		96,699		4.31	%	3,444,876		85,231		4.95	%
Federal Home Loan Bank (“FHLB”) stock	5,539		12		0.43	%	3,475		6		0.35	%
Total interest-earning assets	5,668,854		103,037		3.64	%	4,580,715		90,427		3.95	%
Noninterest-earning assets	382,490						332,166
Total assets	$	6,051,344					$	4,912,881

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,584,432	$	1,830	0.23	%	$	1,445,259	$	1,562	0.22	%
Savings and money market deposits	1,328,864		888		0.13	%	962,283		509		0.11	%
Time deposits	780,399		1,321		0.34	%	668,438		2,056		0.62	%

FHLB advances	20,577		153		1.49	%	20,583		155		1.51	%
Other borrowings	12,692		270		4.25	%	12,526		242		3.86	%
Subordinated debentures	126,224		2,963		4.69	%	111,200		2,499		4.49	%
Total interest-bearing liabilities	3,853,188		7,425		0.39	%	3,220,289		7,023		0.44	%
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	1,707,538						1,276,210
Other noninterest-bearing liabilities	54,933						53,132
Total noninterest-bearing liabilities	1,762,471						1,329,342
Shareholders’ equity (6)	435,685						363,250
Total liabilities and shareholders’ equity	$	6,051,344					$	4,912,881
Net interest income/net interest margin (2)			95,612		3.37	%			83,404		3.64	%
Net interest spread (5)					3.25	%					3.51	%
Taxable equivalent adjustment:
Tax-exempt investment securities (3)			264						328
Net interest income/net interest margin (2)			$	95,876	3.38	%			$	83,732	3.66	%

________________________________

(1)Average loan balances include nonaccrual loans.

(3)Interest income and averages rates for tax exempt securities are presented on a tax-equivalent basis, assuming a combined federal and state income tax rate of 25% for 2022 and 2021.

(4)Yields and rates are annualized.

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(5)Net interest spread is the yield on BancPlus’ total interest-earning assets less the yield on its interest-bearing liabilities.

(6)Includes Employee Stock Ownership-owned shares.

Rate/Volume Analysis

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to the outstanding balances and those due to changes in interest rates. The change in interest attributable to rate has been determined by applying the change in rate between periods to average balances outstanding in the earlier period. The change in interest due to volume has been determined by applying the rate from the later period to the change in average balances outstanding between periods. The following table presents the changes in the volume and rate of BancPlus’ interest-bearing assets and liabilities for the dates indicated:


		Three Months Ended March 31, 2022 Compared with Three Months Ended March 31, 2021							Three Months Ended June 30, 2022 Compared with Three Months Ended June 30, 2021
		Change Due To:							Change Due To:
(Dollars in thousands)	(Dollars in thousands)	Volume		Rate		Interest Variance		(Dollars in thousands)	Volume		Rate		Interest Variance
Interest-earning assets:	Interest-earning assets:							Interest-earning assets:
Cash investments	Cash investments	$	13	$	79	$	92	Cash investments	$	(231)	$	590	$	359
Investment securities:	Investment securities:							Investment securities:
Taxable investment securities	Taxable investment securities	748		(274)		474		Taxable investment securities	227		181		408
Tax-exempt investment securities	Tax-exempt investment securities	(117)		(2)		(119)		Tax-exempt investment securities	(24)		(54)		(78)
Total securities	Total securities	631		(276)		355		Total securities	203		127		330
Loans, net	Loans, net	6,517		(6,672)		(155)		Loans, net	16,008		(4,385)		11,623
Federal Home Loan Bank stock	Federal Home Loan Bank stock	1		—		1		Federal Home Loan Bank stock	4		1		5
Total interest-earning assets	Total interest-earning assets	$	7,162	$	(6,869)	$	293	Total interest-earning assets	$	15,984	$	(3,667)	$	12,317

Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	73	$	(153)	$	(80)	Interest-bearing transaction deposits	$	82	$	266	$	348
Savings and money market deposits	Savings and money market deposits	68		(38)		30		Savings and money market deposits	187		162		349
Time deposits	Time deposits	35		(472)		(437)		Time deposits	146		(444)		(298)
Federal funds purchased		—		—		—

FHLB advances	FHLB advances	(1)		—		(1)		FHLB advances	—		(1)		(1)
Other borrowings	Other borrowings	(54)		(5)		(59)		Other borrowings	69		19		88
Subordinated debentures	Subordinated debentures	90		25		115		Subordinated debentures	266		82		348
Total interest-bearing liabilities	Total interest-bearing liabilities	$	211	$	(643)	$	(432)	Total interest-bearing liabilities	$	750	$	84	$	834
Net interest income	Net interest income	$	6,951	$	(6,226)	$	725	Net interest income	$	15,234	$	(3,751)	$	11,483

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	Six Months Ended June 30, 2022 Compared with Six Months Ended June 30, 2021
	Change Due To:
(Dollars in thousands)	Volume		Rate		Interest Variance
Interest-earning assets:
Cash investments	$	(112)	$	563	$	451
Investment securities:
Taxable investment securities	1,036		(154)		882
Tax-exempt investment securities	(202)		5		(197)
Total securities	834		(149)		685
Loans, net	22,501		(11,033)		11,468
Federal Home Loan Bank stock	4		2		6
Total interest-earning assets	$	23,227	$	(10,617)	$	12,610

Interest-bearing liabilities:
Interest-bearing transaction deposits	$	161	$	107	$	268
Savings and money market deposits	245		134		379
Time deposits	189		(924)		(735)

FHLB advances	—		—		—
Other borrowings	3		25		28
Subordinated debentures	353		111		464
Total interest-bearing liabilities	$	951	$	(549)	$	402
Net interest income	$	22,276	$	(10,068)	$	12,208

Provision for Loan Losses

The provision for loan losses is the amount of expense that, based on BancPlus’ judgment, is required to maintain the allowance for loan losses at an adequate level to absorb probable losses inherent in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under relevant accounting guidance. The determination of the provision for loan losses is complex and involves a high degree of judgment and subjectivity.

For the three months ended ~~March 31,~~June 30, 2022, the provision for loan losses was ~~$217,000,~~$234,000, compared to ~~$3.9~~$2.0 million for the same period of 2021, a decrease of ~~$3.7~~$1.8 million, or ~~94.4%~~88.5%. For the six months ended June 30, 2022, the provision for loan losses was $451,000, compared to $5.9 million for the same period of 2021, a decrease of $5.5 million, or 92.4%. The ~~decrease~~decreases for ~~this~~these year to date ~~period is~~periods are primarily attributable to the impact of the COVID-19 pandemic on the prior year period, including the impact of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance.

Noninterest Income

Noninterest income consists of, among other things: (i) service charges on deposit accounts; (ii) mortgage origination income; (iii) debit card interchange fees; (iv) income from fiduciary activities; (v) ATM income; (vi) brokerage and insurance fees and commissions, (vii) life insurance income, and (viii) other noninterest income. BancPlus’ income from service charges on deposit accounts and debit card interchange fees are largely impacted by the volume, growth and type of deposits BancPlus holds, which are impacted by prevailing market conditions for BancPlus’ deposit products, market interest rates, marketing efforts, and other factors.

Service charges on deposit accounts includes fees and miscellaneous charges on deposit products offered by BancPlus. Mortgage origination income represents the gains recorded on the sale of mortgages originated by BancPlus. Debit card interchange represents income from the use of checkcards by our customers. Income from fiduciary activities includes retirement and management fee income from our wealth management group. ATM income is comprised of fees from our ATM network.

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Brokerage and insurance fees and commissions includes stock and mutual fund brokerage fees earned by our wealth management group. Life insurance income includes earnings and benefits paid on bank-owned life insurance policies. Other income includes various types of income including gains on sale of other real estate, personalized check sales, and wire transfer fees.

Noninterest income was ~~$18.0~~relatively flat at $18.7 million for both the three months ended ~~March 31,~~June 30, 2022 ~~compared to $20.3 million for the same period of~~and 2021, with only a decrease of ~~$2.3 million,~~$6,000, or ~~11.4%~~0.03%, primarily due to ~~decreases~~a decrease in ~~life insurance income~~CDFI grants of ~~$2.9~~$1.7 million, or ~~82.0%~~90.6%, ~~and~~

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~~mortgage origination income of $476,000, or 17.5%; partially~~ offset by an increase in service charges on deposit accounts of ~~$1.1~~$1.7 million, or ~~18.4%~~28.2%.

The following table presents the major components of noninterest income for three months ended ~~March 31,~~June 30, 2022, compared to the three months ended ~~March 31,~~June 30, 2021:


		Three Months Ended March 31,									Three Months Ended June 30,
(Dollars in thousands)	(Dollars in thousands)	2022		2021		$ Change		% Change		(Dollars in thousands)	2022		2021		$ Change		% Change
Noninterest income:	Noninterest income:									Noninterest income:
Service charges on deposit accounts	Service charges on deposit accounts	$	6,792	$	5,737	$	1,055	18.4	%	Service charges on deposit accounts	$	7,701	$	6,005	$	1,696	28.2	%
Mortgage origination income	Mortgage origination income	2,238		2,714		(476)		(17.5)	%	Mortgage origination income	2,304		2,013		291		14.5	%
Debit card interchange	Debit card interchange	2,428		2,640		(212)		(8.0)	%	Debit card interchange	2,748		2,604		144		5.5	%
Income from fiduciary activities	Income from fiduciary activities	2,018		1,791		227		12.7	%	Income from fiduciary activities	2,032		1,875		157		8.4	%
ATM income	ATM income	1,476		1,533		(57)		(3.7)	%	ATM income	1,580		1,710		(130)		(7.6)	%
Brokerage and insurance fees and commissions	Brokerage and insurance fees and commissions	698		510		188		36.9	%	Brokerage and insurance fees and commissions	635		644		(9)		(1.4)	%
Life insurance income	Life insurance income	627		3,492		(2,865)		(82.0)	%	Life insurance income	638		1,202		(564)		(46.9)	%

CDFI grants										CDFI grants	171		1,826		(1,655)		(90.6)	%
Other income	Other income	1,688		1,860		(172)		(9.2)	%	Other income	922		858		64		7.5	%
Total	Total	$	17,965	$	20,277	$	(2,312)	(11.4)	%	Total	$	18,731	$	18,737	$	(6)	—	%

Service charges on deposit accounts increased ~~$1.1~~$1.7 million, or ~~18.4%~~28.2%, to ~~$6.8~~$7.7 million for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$5.7~~$6.0 million for the same period of 2021. The increase was the result of an increase in the number of deposit accounts held and a higher volume of ~~transactions.~~transactions due to the FTC Merger.

CDFI grant income decreased $1.7 million, or 90.6%, to $171,000 for the three months ended June 30, 2022, compared to $1.8 million for the same period of 2021. The decrease was the result of a grant received in the prior year period related to the CDFI Rapid Response Program, which was created in 2021 by the U.S. Department of the Treasury to provide capital for CDFI designated banks to respond to the economic challenges created by the COVID-19 pandemic.

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Noninterest income was $36.7 million for the six months ended June 30, 2022, compared to $39.0 million for the same period of 2021, a decrease of $2.3 million, or 5.9%, primarily due to decreases in life insurance income of $3.4 million, or 73.1% and CDFI grants of $1.7 million, or 90.6%; partially offset by an increase in service charges on deposit accounts of $2.8 million, or 23.4%.

The following table presents the major components of noninterest income for six months ended June 30, 2022, compared to the six months ended June 30, 2021:


	Six Months Ended June 30,
(Dollars in thousands)	2022		2021		$ Change		% Change
Noninterest income:
Service charges on deposit accounts	$	14,493	$	11,742	$	2,751	23.4	%
Mortgage origination income	4,542		4,727		(185)		(3.9)	%
Debit card interchange	5,176		5,244		(68)		(1.3)	%
Income from fiduciary activities	4,050		3,666		384		10.5	%
ATM income	3,056		3,243		(187)		(5.8)	%
Brokerage and insurance fees and commissions	1,333		1,154		179		15.5	%
Life insurance income	1,265		4,694		(3,429)		(73.1)	%
CDFI grants	171		1,826		(1,655)		(90.6)	%
Other income	2,610		2,718		(108)		(4.0)	%
Total	$	36,696	$	39,014	$	(2,318)	(5.9)	%

Service charges on deposit accounts increased $2.8 million, or 23.4%, to $14.5 million for the six months ended June 30, 2022, compared to $11.7 million for the same period of 2021. The increase was the result of an increase in the number of deposit accounts held and a higher volume of transactions due to the FTC Merger.

Life insurance income decreased ~~$2.9~~$3.4 million, or ~~82.0%~~73.1%, to ~~$627,000~~$1.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, compared to ~~$3.5~~$4.7 million for the same period of 2021. The decrease is primarily related to death benefits paid in the prior year period on policies held by BancPlus.

~~Mortgage origination~~CDFI grant income decreased ~~$476,000,~~$1.7 million, or ~~17.5%~~90.6%, to ~~$2.2 million~~$171,000 for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$2.7~~$1.8 million for the same period of 2021. The decrease was ~~primarily~~ the result of ~~overall decreases in mortgage origination activity~~a grant received in the ~~three months ended March 31, 2022~~prior year period related to the CDFI Rapid Response Program as ~~refinancing activity began to slow from increased levels in 2021, partially offset by increases in mortgage origination income resulting from the FTC Merger.~~described above.

Noninterest Expense

Noninterest expense includes: (i) salaries and employee benefits expenses; (ii) net occupancy expenses; (iii) furniture, equipment, and data processing expenses; (iv) marketing and promotional expenses; (v) other real estate expenses and losses; (vi) professional fees; and (vii) other expenses.

Salaries and employee benefits expenses includes compensation, employee benefits and tax expenses for BancPlus’ personnel. Net occupancy expenses include depreciation expense on BancPlus’ owned properties, lease expense on its leased properties and other occupancy-related expenses. Furniture and equipment expenses include depreciation and maintenance and other expenses related to its furniture, fixtures and equipment. Data processing expenses include costs related to maintenance and monitoring of its systems and expenses paid to its third-party data processing system providers. Marketing and promotional expenses include costs for advertising, promotions and sponsorships. Other real estate expenses and losses include taxes, insurance, maintenance and other expenses related to BancPlus’ foreclosed properties. Professional fees include accounting and auditing, consulting and legal fees. Other expenses include expenses associated with Federal Deposit Insurance Corporation (“FDIC”) assessments, Mississippi Department of Banking and Consumer Finance (“MDBCF”) assessments, communications, travel, meals, training, supplies and postage. Noninterest ~~expenses~~expense generally ~~increase~~increases as BancPlus grows its business. Noninterest ~~expenses have~~expense has increased commensurate with our growth over the past few years as BancPlus has grown organically and through our previously disclosed merger with State Capital Corp. (“SCC”), in which BancPlus acquired SCC, the holding company of State Bank & Trust Company (“State Bank”) by a statutory share exchange and SCC was merged with and into BancPlus, with BancPlus surviving the merger (the “SCC Holding Company Merger”), and State Bank was merged with and into BankPlus, with BankPlus surviving the merger (together with the SCC Holding Company Merger, the “SCC Merger”), which closed on April 1, 2020, and the FTC Merger. Additionally, BancPlus has built out and modernized its operational infrastructure and implemented its plan to build an

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efficient, technology-driven banking operation with capacity for growth. BancPlus continues to focus efforts on supporting growth through sales efforts, product development, marketing and promotion, as well as investing in technology and

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its branch network, while also seeking to improve productivity and maintain appropriate cost structure and customer service levels.

For the three months ended ~~March 31,~~June 30, 2022, noninterest expense totaled ~~$48.1~~$51.0 million, an increase of ~~$9.9~~$10.6 million, or ~~26.0%~~26.2%, from ~~$38.1~~$40.4 million for the three months ended ~~March 31,~~June 30, 2021, primarily due to increases in ~~professional fees of $4.1 million, or 751.7%,~~ salaries and employee benefits expenses of ~~$2.8~~$5.7 million, or ~~12.2%; net occupancy expenses of $771,000, or 23.0%;~~23.6% furniture, equipment and data processing expenses of ~~$684,000,~~$1.6 million, or ~~11.5%~~25.6%; other ~~real estate~~ expenses ~~and losses~~ of ~~$559,000,~~$1.3 million, or ~~321.3%~~29.2%; and ~~marketing and promotional~~net occupancy expenses of ~~$531,000,~~$1.1 million, or ~~92.0%~~27.8%.

The following table presents the major components of noninterest expense for the three months ended ~~March 31,~~June 30, 2022 compared to the three months ended ~~March 31,~~June 30, 2021:


		Three Months Ended March 31,									Three Months Ended June 30,
(Dollars in thousands)	(Dollars in thousands)	2022		2021		$ Change		% Change		(Dollars in thousands)	2022		2021		$ Change		% Change
Noninterest expense:	Noninterest expense:									Noninterest expense:
Salaries and employee benefits expenses	Salaries and employee benefits expenses	$	25,845	$	23,025	$	2,820	12.2	%	Salaries and employee benefits expenses	$	29,805	$	24,122	$	5,683	23.6	%
Net occupancy expenses	Net occupancy expenses	4,116		3,345		771		23.0	%	Net occupancy expenses	4,891		3,828		1,063		27.8	%
Furniture, equipment and data processing expenses	Furniture, equipment and data processing expenses	6,616		5,932		684		11.5	%	Furniture, equipment and data processing expenses	7,670		6,108		1,562		25.6	%
Marketing and promotional expenses	Marketing and promotional expenses	1,108		577		531		92.0	%	Marketing and promotional expenses	1,244		754		490		65.0	%
Other real estate expenses and losses	Other real estate expenses and losses	733		174		559		321.3	%	Other real estate expenses and losses	310		278		32		11.5	%
Professional fees	Professional fees	4,659		547		4,112		751.7	%	Professional fees	1,135		735		400		54.4	%
Other expenses	Other expenses	4,993		4,537		456		10.1	%	Other expenses	5,960		4,613		1,347		29.2	%
Total	Total	$	48,070	$	38,137	$	9,933	26.0	%	Total	$	51,015	$	40,438	$	10,577	26.2	%

Salaries and employee benefits expenses is the largest component of noninterest expense, representing ~~53.8%~~58.4% and ~~60.4%~~59.7% of total noninterest expense for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively. During the three months ended ~~March 31,~~June 30, 2022, salaries and employee benefits expense increased ~~$2.8~~$5.7 million, or ~~12.2%~~23.6%, to ~~$25.8~~$29.8 million, compared to ~~$23.0~~$24.1 million for the three months ended ~~March 31,~~June 30, 2021. The increase in salaries and employee benefits expense is primarily due the FTC Merger as well as to normal annual salary increases for ~~employees, as well as increased salary-related expenses in March of 2022 related to the FTC Merger and increased bonuses.~~

Professional fees increased $4.1 million, or 751.7%, to $4.7 million for the three months ended March 31, 2022, compared to $547,000 for the same period of 2021. The increase was primarily the result of advisory fees as well as increased legal and accounting expenses in connection with the FTC Merger.employees.

Net occupancy expenses increased ~~$771,000,~~$1.1 million, or ~~23.0%~~27.8%, to ~~$4.1~~$4.9 million for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$3.3~~$3.8 million for the same period of 2021. The primary reason for the increase is increased depreciation and rent expense as a result of the FTC Merger.

Furniture, fixtures and data processing expenses increased ~~$684,000,~~$1.6 million, or ~~11.5%~~25.6%, to ~~$6.6~~$7.7 million for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$5.9~~$6.1 million for the same period of 2021. The increase is primarily due to increased data processing and equipment maintenance expenses in the current year period resulting from our recent core system ~~upgrade.~~upgrade as well as costs associated with conversion of FTC customers to our core system.

Other ~~real estate~~ expenses ~~and losses~~ increased ~~$559,000,~~$1.3 million, or ~~321.3%~~29.2%, to ~~$733,000~~$6.0 million for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$174,000~~$4.6 million for the same period of 2021. The increase ~~was~~is the primarily attributable to increases in FDIC assessments, amortization of intangible assets, and other expenses resulting from the FTC Merger.

For the six months ended June 30, 2022, noninterest expense totaled $99.1 million, an increase of $20.5 million, or 26.1%, from $78.6 million for the three months ended June 30, 2021, primarily due to increases in salaries and employee benefits expenses of $8.5 million, or 18.0%; professional fees of $4.5 million, or 352.0%; furniture, equipment and data processing expenses of $2.2 million, or 18.7%; net occupancy expenses of $1.8 million, or 25.6%; other expenses of $1.8 million, or 19.7%; and marketing and promotional expenses of $1.0 million, or 76.7%.

The following table presents the major components of noninterest expense for the six months ended June 30, 2022 compared to the three months ended June 30, 2021:

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	Six Months Ended June 30,
(Dollars in thousands)	2022		2021		$ Change		% Change
Noninterest expense:
Salaries and employee benefits expenses	$	55,650	$	47,147	$	8,503	18.0	%
Net occupancy expenses	9,007		7,173		1,834		25.6	%
Furniture, equipment and data processing expenses	14,286		12,040		2,246		18.7	%
Marketing and promotional expenses	2,352		1,331		1,021		76.7	%
Other real estate expenses and losses	1,043		452		591		130.8	%
Professional fees	5,794		1,282		4,512		352.0	%
Other expenses	10,953		9,150		1,803		19.7	%
Total	$	99,085	$	78,575	$	20,510	26.1	%

Salaries and employee benefits expenses is the largest component of noninterest expense, representing 56.2% and 60.0% of total noninterest expense for the six months ended June 30, 2022 and 2021, respectively. During the six months ended June 30, 2022, salaries and employee benefits expense increased $8.5 million, or 18.0%, to $55.7 million, compared to $47.1 million for the six months ended June 30, 2022. The increase in salaries and employee benefits expense is primarily due the FTC Merger as well as to normal annual salary increases for employees and increased bonuses.

Net occupancy expenses increased $1.8 million, or 25.6%, to $9.0 million for the six months ended June 30, 2022, compared to $7.2 million for the same period of 2021. The primary reason for the increase is increased depreciation and rent expense as a result of anthe FTC Merger.

Furniture, fixtures and data processing expenses increased $2.2 million, or 18.7%, to $14.3 million for the six months ended June 30, 2022, compared to $12.0 million for the same period of 2021. The increase ~~in write downs on other real estate owned~~is primarily due to increased data processing and equipment maintenance expenses in the current year ~~period.~~period resulting from our recent core system upgrade as well as costs associated with conversion of FTC customers to our core system.

Market and promotional expenses increased ~~$531,000,~~$1.0 million, or ~~92.0%~~76.7%, to ~~$1.1~~$2.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, compared to ~~$577,000~~$1.3 million for the same period of 2021. The increase was primarily attributable to increased community sponsorship expense in the current year period.

Professional fees increased $4.5 million, or 352.0%, to $5.8 million for the six months ended June 30, 2022, compared to $1.3 million for the same period of 2021. The increase was primarily the result of advisory fees as well as increased legal and accounting expenses in connection with the FTC Merger.

Other expenses increased $1.8 million, or 19.7%, to $11.0 million for the six months ended June 30, 2022, compared to $9.2 million for the same period of 2021. The increase is the primarily attributable to increases in FDIC assessments, amortization of intangible assets, and other expenses resulting from the FTC Merger.

Income Tax Expense

The provision for income taxes includes both federal and state taxes. Fluctuations in effective tax rates reflect the effect of the differences in the inclusion or deductibility of certain income and expenses for income tax purposes, the mix of BancPlus’ taxable and tax-free investments and loans, and its overall taxable income.

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BancPlus recorded income tax expense of ~~$2.8~~$4.2 million for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$3.0~~$3.6 million for the same period of 2021, ~~a decrease~~an increase of ~~$265,000,~~$652,000, or ~~8.8%~~18.3%. BancPlus’ effective tax rate for the three months ended ~~March 31,~~June 30, 2022 was ~~22.1%~~20.7%, compared to ~~14.9%~~20.2% for the same period of 2021.

BancPlus recorded income tax expense of $7.0 million for the six months ended June 30, 2022, compared to $6.6 million for the same period of 2021, an increase $387,000, or 5.9%. BancPlus’ effective tax rate for the six months ended June 30, 2022 was 21.3%, compared to 17.4% for the same period of 2021.

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The increase in the effective tax rate for the ~~three~~six months ended ~~March 31,~~June 30, 2022 compared with the same period of 2021 was the result of the Company taking advantage of tax credits offered by Mississippi and non-taxable life insurance proceeds in the prior year period.

The ~~decrease~~increase in income tax expense for the three and six months ended ~~March 31,~~June 30, 2022, compared to the same ~~period~~periods of 2021, was primarily the result of ~~lower~~higher income before taxes in the current year.

Financial Condition

The following discussion compares BancPlus’ financial condition as of ~~March 31,~~June 30, 2022 to December 31, 2021.

Assets

Total assets increased ~~$1.319~~$1.38 billion, or ~~25.4%~~26.5%, to ~~$6.515~~$6.57 billion at ~~March 31,~~June 30, 2022 from total assets of ~~$5.196~~$5.20 billion at December 31, 2021. Total cash and cash equivalents ~~increased $31.2~~decreased $320.4 million, or ~~4.7%~~48.2%, to ~~$695.4~~$343.7 million at ~~March 31,~~June 30, 2022, compared to $664.2 million at December 31, 2021, primarily due to ~~cash acquired in excess of cash paid for the FTC Merger partially offset by~~ an increase in cash outflow for investments and loans made during the period. Total loans held for investment increased ~~$1.121~~$1.54 billion, or ~~31.0%~~42.6%, to ~~$4.740~~$5.16 billion at ~~March 31,~~June 30, 2022, compared to ~~$3.619~~$3.62 billion at December 31, 2021 as a result of the FTC Merger and organic loan growth. Investment securities increased ~~$65.8~~$45.1 million, or ~~10.2%~~7.0%, from $648.3 million at December 31, 2021 to ~~$714.1~~$693.4 million at ~~March 31,~~June 30, 2022 as a result of securities acquired in the FTC Merger and excess liquidity.

Investment Securities Portfolio

BancPlus’ investment securities portfolio, which consists primarily of U.S. government agency obligations, mortgage-backed securities, municipal securities and corporate investments, is used as a source of liquidity and serves as collateral for certain types of deposits. BancPlus manages its investment securities portfolio according to a written investment policy. Balances in BancPlus’ investment securities portfolio change over time based on its funding needs and interest rate risk management objectives. BancPlus’ liquidity levels take into account anticipated future cash flows and all available sources of credit and are maintained at levels management believes ensure flexibility in meeting its anticipated funding needs.

As of ~~March 31,~~June 30, 2022, 9.6% of BancPlus’ investment securities portfolio was classified as held to maturity and 90.4% was classified as available for sale. As of December 31, 2021, 11.1% of BancPlus’ investment securities portfolio was classified as held to maturity and 88.9% was classified as available for sale. Securities available for sale increased ~~$68.6~~$50.4 million, or ~~11.9%~~8.7%, from $576.6 million at December 31, 2021 to ~~$645.2~~$627.0 million at ~~March 31,~~June 30, 2022.

At ~~March 31,~~June 30, 2022, U.S. government agency obligations represented ~~51.4%~~53.3%, mortgage-backed securities represented ~~18.9%~~17.5%, municipal securities represented ~~16.0%~~15.8%, corporate investments represented ~~6.4%~~6.7%, U.S. Treasuries represented ~~5.6%~~5.0% and asset-backed securities represented 1.7% of the investment securities portfolio. At December 31, 2021, U.S. government agency obligations represented 54.0%, mortgage-backed securities represented 19.1%, municipal securities represented ~~18.0%~~17.9%, corporate investments represented 6.9% and asset-backed securities represented 2.0% of the investment securities portfolio. Other than the U.S. government and its agencies, BancPlus’ securities portfolio did not contain securities of any single issuer, including any securities issued by a state or political subdivision, that were payable from and secured by the same source of revenue or taxing authority where the aggregate carrying value of such securities exceeded 10% of shareholders’ equity.

The following table presents the carrying value of BancPlus’ investment securities portfolio as of the dates indicated:

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		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Carrying Value		% of Total		Carrying Value		% of Total		(Dollars in thousands)	Carrying Value		% of Total		Carrying Value		% of Total
Held to Maturity:	Held to Maturity:									Held to Maturity:
(At amortized cost)	(At amortized cost)									(At amortized cost)

Issued by states and political subdivisions	Issued by states and political subdivisions	$	68,873	9.65	%	$	71,648	11.05	%	Issued by states and political subdivisions	$	66,359	9.57	%	$	71,648	11.05	%

Total held-to-maturity	Total held-to-maturity	68,873		9.65	%	71,648		11.05	%	Total held-to-maturity	66,359		9.57	%	71,648		11.05	%

Available for Sale:	Available for Sale:									Available for Sale:
(At fair value)	(At fair value)									(At fair value)
U.S. Treasuries	U.S. Treasuries	40,149		5.62	%	—		—	%	U.S. Treasuries	34,729		5.01	%	—		—	%
U.S. Government agency obligations	U.S. Government agency obligations	367,087		51.41	%	350,250		54.03	%	U.S. Government agency obligations	369,394		53.27	%	350,250		54.03	%
Issued by states and political subdivisions	Issued by states and political subdivisions	45,646		6.39	%	44,684		6.89	%	Issued by states and political subdivisions	43,526		6.28	%	44,684		6.89	%
Mortgage-backed securities:	Mortgage-backed securities:									Mortgage-backed securities:
Residential	Residential	121,314		16.99	%	109,787		16.94	%	Residential	108,784		15.69	%	109,787		16.94	%
Commercial	Commercial	13,254		1.86	%	14,276		2.20	%	Commercial	12,867		1.86	%	14,276		2.20	%
Asset-backed securities	Asset-backed securities	12,354		1.73	%	13,107		2.02	%	Asset-backed securities	11,602		1.67	%	13,107		2.02	%
Corporate investments	Corporate investments	45,392		6.36	%	44,510		6.87	%	Corporate investments	46,125		6.65	%	44,510		6.87	%
Total available for sale	Total available for sale	645,196		90.35	%	576,614		88.95	%	Total available for sale	627,027		90.43	%	576,614		88.95	%

Total securities	Total securities	$	714,069	100.00	%	$	648,262	100.00	%	Total securities	$	693,386	100.00	%	$	648,262	100.00	%

The following tables present the carrying value of BancPlus’ investment securities portfolio by their stated maturities and the weighted average yields for each maturity range as of the dates indicated. Weighted-average yields have been computed on a fully tax equivalent basis using a tax rate of 21%.

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		Maturity as of March 31, 2022																	Maturity as of June 30, 2022
		Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years				Due After Ten Years					Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years				Due After Ten Years
(Dollars in thousands)	(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:	Held to maturity:																	Held to maturity:

Issued by states and political subdivisions	Issued by states and political subdivisions	$	7,529	3.17	%	$	47,762	2.54	%	$	11,372	3.25	%	$	2,210	4.27	%	Issued by states and political subdivisions	$	8,170	3.15	%	$	46,172	2.54	%	$	9,807	3.27	%	$	2,210	4.27	%

Total held to maturity	Total held to maturity	7,529		3.17	%	47,762		2.54	%	11,372		3.25	%	2,210		4.27	%	Total held to maturity	8,170		3.15	%	46,172		2.54	%	9,807		3.27	%	2,210		4.27	%

Available for sale:	Available for sale:																	Available for sale:
U.S. Treasuries	U.S. Treasuries	9,999		0.08	%	30,150		1.13	%	—		—	%	—		—	%	U.S. Treasuries	4,876		1.05	%	29,854		1.36	%	—		—	%	—		—	%
U.S. Government agency obligations	U.S. Government agency obligations	—		—	%	265,004		0.64	%	98,158		1.25	%	3,925		1.78	%	U.S. Government agency obligations	4,873		0.80	%	282,205		0.74	%	78,900		1.28	%	3,416		2.03	%
Issued by states and political subdivisions	Issued by states and political subdivisions	2,051		3.87	%	18,263		2.56	%	18,977		3.19	%	6,355		3.01	%	Issued by states and political subdivisions	2,467		2.85	%	17,754		2.67	%	18,074		3.24	%	5,231		2.77	%
Mortgage-backed securities:	Mortgage-backed securities:																	Mortgage-backed securities:
Residential	Residential	—		—	%	—		—	%	3,716		1.86	%	117,598		2.51	%	Residential	—		—	%	—		—	%	6,878		2.18	%	101,906		2.50	%
Commercial	Commercial	—		—	%	—		—	%	12,631		1.54	%	623		2.49	%	Commercial	—		—	%	4,741		1.55	%	7,552		1.53	%	575		2.50	%
Asset-backed securities	Asset-backed securities	—		—	%	—		—	%	—		—	%	12,354		2.09	%	Asset-backed securities	—		—	%	—		—	%	—		—	%	11,601		2.96	%
Corporate investments	Corporate investments	—		—	%	472		2.75	%	41,908		4.05	%	3,012		4.00	%	Corporate investments	—		—	%	464		2.75	%	44,679		4.08	%	981		4.50	%
Total available for sale	Total available for sale	12,050		0.73	%	313,889		0.80	%	175,390		2.16	%	143,867		2.51	%	Total available for sale	12,216		1.31	%	335,018		0.91	%	156,083		2.36	%	123,710		2.56	%

Total securities	Total securities	$	19,579	1.67	%	$	361,651	1.03	%	$	186,762	2.23	%	$	146,077	2.53	%	Total securities	$	20,386	2.05	%	$	381,190	1.11	%	$	165,890	2.41	%	$	125,920	2.59	%

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	Maturity as of December 31, 2021
	Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years				Due After Ten Years
(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:

Issued by states and political subdivisions	$	9,286	3.00	%	$	44,803	2.77	%	$	15,349	2.41	%	$	2,210	4.27	%




Total held to maturity	9,286		3.00	%	44,803		2.77	%	15,349		2.41	%	2,210		4.27	%

Available for sale:
U.S. Government agency obligations	5,006		2.60	%	221,071		0.54	%	120,049		1.20	%	4,124		1.77	%
Issued by states and political subdivisions	2,202		4.06	%	15,110		2.63	%	21,084		3.09	%	6,288		3.24	%
Mortgage-backed securities:
Residential	—		—	%	—		—	%	4,211		1.86	%	105,576		2.42	%
Commercial	—		—	%	—		—	%	13,512		1.54	%	764		2.50	%
Asset-backed securities	—		—	%	—		—	%	—		—	%	13,107		1.83	%
Corporate investments	4,004		2.13	%	493		2.75	%	38,953		4.12	%	1,060		4.50	%
Total available for sale	11,212		2.72	%	236,674		0.68	%	197,809		2.01	%	130,919		2.40	%

Total securities	$	20,498	2.85	%	$	281,477	1.01	%	$	213,158	2.04	%	$	133,129	2.43	%

The objective of BancPlus’ investment policy is to invest funds to provide sufficient liquidity, optimize the total return of the portfolio, mitigate interest rate risk, and meet pledging requirements. In doing so, BancPlus balances the market and credit risks against the potential investment return, makes most investments compatible with the pledge requirements of any deposits of public funds, and maintains compliance with regulatory investment requirements. BancPlus’ investment policy allows portfolio holdings to include short-term securities purchased to provide needed liquidity and longer term securities purchased to generate stable income over periods of interest rate fluctuations.

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Loan Portfolio

The following tables detail composition ~~and percentage composition~~ of BancPlus’ loan portfolio, by category, as of the dates indicated:


		As of March 31, 2022				As of December 31, 2021					As of June 30, 2022				As of December 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Amount		Percent		Amount		Percent		(Dollars in thousands)	Amount		Percent		Amount		Percent

Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	1,142,726	24.11	%	$	774,699	21.41	%	Residential properties	$	1,236,278	23.96	%	$	774,699	21.41	%
Construction and land development	Construction and land development	676,562		14.27	%	543,763		15.02	%	Construction and land development	834,809		16.18	%	543,763		15.02	%
Farmland	Farmland	221,706		4.68	%	211,503		5.84	%	Farmland	242,640		4.70	%	211,503		5.84	%
Other commercial	Other commercial	1,953,941		41.22	%	1,396,085		38.58	%	Other commercial	2,050,729		39.74	%	1,396,085		38.58	%
Total real estate	Total real estate	3,994,935		84.28	%	2,926,050		80.85	%	Total real estate	4,364,456		84.58	%	2,926,050		80.85	%
Commercial and industrial	Commercial and industrial	584,565		12.33	%	527,102		14.56	%	Commercial and industrial	592,810		11.49	%	527,102		14.56	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	70,276		1.48	%	86,520		2.39	%	Agricultural production and other loans to farmers	84,007		1.63	%	86,520		2.39	%
Consumer and other	Consumer and other	90,630		1.91	%	79,500		2.20	%	Consumer and other	118,433		2.30	%	79,500		2.20	%
Total loans, gross	Total loans, gross	4,740,406		100.00	%	3,619,172		100.00	%	Total loans, gross	5,159,706		100.00	%	3,619,172		100.00	%
Allowance for loan losses	Allowance for loan losses	(44,238)				(45,000)				Allowance for loan losses	(43,353)				(45,000)
Total loans, net	Total loans, net	$	4,696,168			$	3,574,172			Total loans, net	$	5,116,353			$	3,574,172

Our loan portfolio was comprised of 73.7% commercial loans and 26.3% consumer loans as of June 30, 2022, compared to 76.4% commercial loans and 23.6% consumer loans as of December 31, 2021. Commercial loans consist of our construction and land development, farmland, other commercial, commercial and industrial, agricultural production and other loans to farmers categories and our consumer loans consist of our residential property and consumer and other categories.

As a general practice, BancPlus originates substantially all of its loans, but BancPlus occasionally participates in syndications and other loan participations. At ~~March 31,~~June 30, 2022, BancPlus’ loan portfolio included ~~$337.9~~$341.3 million of loan participations purchased, or ~~7.13%~~6.61% of total loans, which includes ~~$176.8~~$185.6 million of shared national credits. At December 31, 2021, BancPlus’ loan portfolio included $333.0 million of loan participations purchased, or 9.20% of total loans, which includes $177.5 million of shared national credits.

The following tables detail the contractual maturities and sensitivity to interest rate changes for BancPlus’ loan portfolio as of the dates indicated:


		As of March 31, 2022											As of June 30, 2022
(Dollars in thousands)	(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		More Than Five Years to Fifteen		After Fifteen Years		Total		(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		More Than Five Years to Fifteen		After Fifteen Years		Total
Secured by real estate:	Secured by real estate:											Secured by real estate:
Residential properties	Residential properties	$	137,491	$	339,638	$	598,344	$	67,253	$	1,142,726	Residential properties	$	101,072	$	331,972	$	502,340	$	300,894	$	1,236,278
Construction and land development	Construction and land development	254,996		297,558		108,116		15,892		676,562		Construction and land development	207,891		448,221		138,621		40,076		834,809
Farmland	Farmland	33,910		113,781		61,250		12,765		221,706		Farmland	24,013		120,881		76,937		20,809		242,640
Other commercial	Other commercial	180,043		1,082,616		534,274		157,008		1,953,941		Other commercial	143,014		1,015,202		642,712		249,801		2,050,729
Total real estate	Total real estate	606,440		1,833,593		1,301,984		252,918		3,994,935		Total real estate	475,990		1,916,276		1,360,610		611,580		4,364,456
Commercial and industrial	Commercial and industrial	153,465		342,181		83,539		5,380		584,565		Commercial and industrial	159,696		338,246		94,868		—		592,810
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	29,486		40,168		622		—		70,276		Agricultural production and other loans to farmers	30,976		51,089		1,942		—		84,007
Consumer and other loans	Consumer and other loans	26,795		59,114		4,403		318		90,630		Consumer and other loans	23,047		86,777		8,595		14		118,433
Total loans	Total loans	$	816,186	$	2,275,056	$	1,390,548	$	258,616	$	4,740,406	Total loans	$	689,709	$	2,392,388	$	1,466,015	$	611,594	$	5,159,706

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	As of December 31, 2021
(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		More Than Five Years to Fifteen		After Fifteen Years		Total
Secured by real estate:
Residential properties	$	105,854	$	317,073	$	340,436	$	11,336	$	774,699
Construction and land development	217,487		285,923		31,161		9,192		543,763
Farmland	38,671		104,034		61,553		7,245		211,503
Other commercial	172,914		878,887		299,853		44,431		1,396,085
Total real estate	534,926		1,585,917		733,003		72,204		2,926,050
Commercial and industrial	98,197		342,243		86,662		—		527,102
Agricultural production and other loans to farmers	49,748		36,214		558		—		86,520
Consumer and other loans	20,686		57,222		1,578		14		79,500
Total loans	$	703,557	$	2,021,596	$	821,801	$	72,218	$	3,619,172


		As of March 31, 2022							As of June 30, 2022
(Dollars in thousands)	(Dollars in thousands)	Fixed Interest Rates		Floating or Adjustable Rates		Total		(Dollars in thousands)	Fixed Interest Rates		Floating or Adjustable Rates		Total
Secured by real estate:	Secured by real estate:							Secured by real estate:
Residential properties	Residential properties	$	896,194	$	246,532	$	1,142,726	Residential properties	$	989,554	$	246,724	$	1,236,278
Construction and land development	Construction and land development	295,517		381,045		676,562		Construction and land development	357,261		477,548		834,809
Farmland	Farmland	156,807		64,899		221,706		Farmland	165,772		76,868		242,640
Other commercial	Other commercial	1,369,135		584,806		1,953,941		Other commercial	1,493,690		557,039		2,050,729
Total real estate	Total real estate	2,717,653		1,277,282		3,994,935		Total real estate	3,006,277		1,358,179		4,364,456
Commercial and industrial	Commercial and industrial	287,336		297,229		584,565		Commercial and industrial	299,582		293,228		592,810
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	42,438		27,838		70,276		Agricultural production and other loans to farmers	46,631		37,376		84,007
Consumer and other loans	Consumer and other loans	63,327		27,303		90,630		Consumer and other loans	89,711		28,722		118,433
Total loans	Total loans	$	3,110,754	$	1,629,652	$	4,740,406	Total loans	$	3,442,201	$	1,717,505	$	5,159,706


	As of December 31, 2021
(Dollars in thousands)	Fixed Interest Rates		Floating or Adjustable Rates		Total
Secured by real estate:
Residential properties	$	644,842	$	129,857	$	774,699
Construction and land development	262,573		281,190		543,763
Farmland	154,154		57,349		211,503
Other commercial	1,157,465		238,620		1,396,085
Total real estate	2,219,034		707,016		2,926,050
Commercial and industrial	258,036		269,066		527,102
Agricultural production and other loans to farmers	58,206		28,314		86,520
Consumer and other loans	54,923		24,577		79,500
Total loans	$	2,590,199	$	1,028,973	$	3,619,172

Additionally, BancPlus enters into various other transactions to meet the financing needs of its customers including commitments to extend credit and letters of credit. Commitments to extend credit beyond current funding are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Such commitments generally have fixed expiration

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dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. At ~~March 31,~~June 30, 2022, BancPlus had total off-balance sheet commitments of ~~$1.593~~$1.636 billion.

Asset Quality

Federal regulations and BancPlus’ internal policies require that BancPlus utilize an asset classification system as a means of managing and reporting problem and potential problem assets. BancPlus has incorporated an internal asset classification system, substantially consistent with federal banking regulations, as part of its credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses present make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose BancPlus to sufficient risk to warrant classification in one of the categories mentioned above but possess weakness are required to be designated “watch” or “special mention.” Loans modified under Section 4013 of the CARES Act and related interagency guidance are excluded from being reported as troubled debt restructuring (“TDR”) loans.

The tables below set forth information on BancPlus’ asset classification as of the dates indicated. BancPlus had no assets classified as loss.


		As of March 31, 2022									As of June 30, 2022
(Dollars in thousands)	(Dollars in thousands)	Risk Grades 1-7		Substandard		Doubtful		Total		(Dollars in thousands)	Risk Grades 1-7		Substandard		Doubtful		Total
Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	1,131,032	$	11,694	$	—	$	1,142,726	Residential properties	$	1,223,660	$	12,575	$	43	$	1,236,278
Construction and land development	Construction and land development	674,263		2,299		—		676,562		Construction and land development	832,645		2,164		—		834,809
Farmland	Farmland	218,673		3,033		—		221,706		Farmland	240,290		2,350		—		242,640
Other commercial	Other commercial	1,940,088		13,853		—		1,953,941		Other commercial	2,035,286		15,443		—		2,050,729
Total real estate	Total real estate	3,964,056		30,879		—		3,994,935		Total real estate	4,331,881		32,532		43		4,364,456
Commercial and industrial	Commercial and industrial	567,923		16,642		—		584,565		Commercial and industrial	577,509		14,047		1,254		592,810
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	70,080		196		—		70,276		Agricultural production and other loans to farmers	83,898		109		—		84,007
Consumer and other	Consumer and other	90,501		129		—		90,630		Consumer and other	118,330		103		—		118,433
Total	Total	$	4,692,560	$	47,846	$	—	$	4,740,406	Total	$	5,111,618	$	46,791	$	1,297	$	5,159,706


	As of December 31, 2021
(Dollars in thousands)	Risk Grades 1-7		Substandard		Doubtful		Total
Secured by real estate:
Residential properties	$	763,116	$	11,583	$	—	$	774,699
Construction and land development	541,670		2,093		—		543,763
Farmland	208,318		3,185		—		211,503
Other commercial	1,386,240		9,845		—		1,396,085
Total real estate	2,899,344		26,706		—		2,926,050
Commercial and industrial	503,603		23,496		3		527,102
Agricultural production and other loans to farmers	86,292		228		—		86,520
Consumer and other	79,176		306		18		79,500
Total	$	3,568,415	$	50,736	$	21	$	3,619,172

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Nonperforming Assets

Nonperforming loans include loans accounted for on a nonaccrual basis and TDR loans that are accruing. Nonperforming assets consist of nonperforming loans plus foreclosed assets (i.e. real estate acquired through foreclosure).

The following table summarizes BancPlus’ nonperforming assets, by category, as of the dates indicated:


(Dollars in thousands)	(Dollars in thousands)	March 31, 2022			December 31, 2021			(Dollars in thousands)	June 30, 2022			December 31, 2021
Nonaccrual loans:	Nonaccrual loans:							Nonaccrual loans:
Real estate loans:	Real estate loans:							Real estate loans:
Residential properties	Residential properties	$	3,373		$	3,154		Residential properties	$	2,878		$	3,154
Construction and land development	Construction and land development	169			51			Construction and land development	40			51
Farmland	Farmland	1,445			1,327			Farmland	968			1,327
Other commercial	Other commercial	2,486			1,176			Other commercial	3,105			1,176
Total real estate	Total real estate	7,473			5,708			Total real estate	6,991			5,708
Commercial and industrial	Commercial and industrial	85			20			Commercial and industrial	1,625			20
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	14			3			Agricultural production and other loans to farmers	14			3
Consumer and other	Consumer and other	26			166			Consumer and other	26			166
Total nonaccrual loans	Total nonaccrual loans	7,598			5,897			Total nonaccrual loans	8,656			5,897

Troubled debt restructuring loans – accruing:	Troubled debt restructuring loans – accruing:							Troubled debt restructuring loans – accruing:
Real estate loans:	Real estate loans:							Real estate loans:
Residential properties	Residential properties	1,803			1,641			Residential properties	1,615			1,641
Construction and land development	Construction and land development	1,558			1,558			Construction and land development	574			1,558
Farmland	Farmland	—			—			Farmland	—			—
Other commercial	Other commercial	—			—			Other commercial	—			—
Total real estate	Total real estate	3,361			3,199			Total real estate	2,189			3,199
Commercial and industrial	Commercial and industrial	375			381			Commercial and industrial	—			381
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	—			—			Agricultural production and other loans to farmers	—			—
Consumer and other	Consumer and other	—			—			Consumer and other	—			—
Total troubled debt restructuring loans – accruing	Total troubled debt restructuring loans – accruing	3,736			3,580			Total troubled debt restructuring loans – accruing	2,189			3,580
Total nonperforming loans	Total nonperforming loans	11,334			9,477			Total nonperforming loans	10,845			9,477
Plus: foreclosed assets	Plus: foreclosed assets	7,363			5,815			Plus: foreclosed assets	6,462			5,815
Total nonperforming assets	Total nonperforming assets	$	18,697		$	15,292		Total nonperforming assets	$	17,307		$	15,292

Nonaccrual loans to total loans	Nonaccrual loans to total loans	0.16		%	0.16		%	Nonaccrual loans to total loans	0.17		%	0.16		%
Nonperforming loans to total loans	Nonperforming loans to total loans	0.24		%	0.26		%	Nonperforming loans to total loans	0.21		%	0.26		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.29		%	0.29		%	Nonperforming assets to total assets	0.26		%	0.29		%
Allowance for loan losses to nonaccrual loans	Allowance for loan losses to nonaccrual loans	582.23		%	763.10		%	Allowance for loan losses to nonaccrual loans	500.84		%	763.10		%
90+ days past due and accruing	90+ days past due and accruing	$	3,147		$	2,914		90+ days past due and accruing	$	2,437		$	2,914
Total troubled debt restructuring loans	Total troubled debt restructuring loans	$	3,736		$	3,746		Total troubled debt restructuring loans	$	2,561		$	3,746

Total nonperforming assets increased by ~~$3.4~~$2.0 million, or ~~22.3%~~13.2%, from $15.3 million at December 31, 2021 to ~~$18.7~~$17.3 million at ~~March 31,~~June 30, 2022, primarily the result of nonperforming loans and foreclosed assets acquired in the FTC Merger.

The balance of nonperforming assets can fluctuate due to changes in economic conditions. BancPlus has established a policy to discontinue accruing interest on a loan (that is, place the loan on nonaccrual status) after it has become 90 days delinquent as to payment of principal or interest, unless the loan is considered to be well-collateralized and is actively in the process of collection.

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When a loan is placed on nonaccrual status, current year interest previously accrued but uncollected on such loans is reversed and charged against current income, and prior year interest, if any, is charged off against the allowance for loan losses. Generally, payments received on nonaccrual loans are applied directly to principal.

Allowance for Loan Losses

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. BancPlus maintains an allowance for loan losses at a level management considers adequate to provide for known and probable incurred losses in the portfolio. The level of the allowance is based on management’s evaluation of estimated losses in the portfolio, after consideration of risk characteristics of the loans and prevailing economic conditions. Loan charge-offs (i.e. loans judged to be uncollectible) are charged against the reserve and any subsequent recovery is credited to the reserve. BancPlus’ officers analyze risk in the loan portfolio on an ongoing basis. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, past and expected loss experience, and other factors which management feels deserve recognition in establishing an appropriate reserve. These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are recognized in the periods in which they become known. During the ~~first~~second quarter of 2022, the U.S. economy continued to experience volatility and there remains uncertainty surrounding future economic conditions as a result of ~~the COVID-19 pandemic,~~ supply chain disruptions, labor shortages, ~~and~~ the conflict in ~~Ukraine.~~Ukraine, and the COVID-19 pandemic. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers’ creditworthiness, and the impact of examinations by regulatory agencies all could cause changes to BancPlus’ allowance for loan losses.

The allowance for loan losses was ~~$44.2~~$43.4 million and $45.0 million, and the allowance for loan losses as a percentage of loans was ~~0.93%~~0.84% and 1.24%, at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Net charge-offs (recoveries) totaled ~~$979,000~~$2.1 million and ~~$(152,000)~~$(78,000) for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively. The ~~$1.1 million~~ variance is primarily the result of current year charge-offs on consumer and other commercial categories.

The allowance for loan losses decreased by ~~$762,000,~~$1.6 million, or ~~1.7%~~3.7%, to ~~$44.2~~$43.4 million at ~~March 31,~~June 30, 2022, from $45.0 million at December 31, 2021, primarily due to an increase in net charge-offs in the current period.

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The following is a summary of the activity in the allowance for loan loss reserve as of and for the year-to-date periods indicated:


(Dollars in thousands)	(Dollars in thousands)	March 31, 2022			March 31, 2021			(Dollars in thousands)	June 30, 2022			June 30, 2021

Balance, beginning of period	Balance, beginning of period	$	45,000		$	36,000		Balance, beginning of period	$	45,000		$	36,000
Charge-offs:	Charge-offs:							Charge-offs:
Residential properties	Residential properties	250			126			Residential properties	780			176
Construction and land development	Construction and land development	—			210			Construction and land development	1			228
Farmland	Farmland	120			4			Farmland	120			4
Other commercial	Other commercial	317			101			Other commercial	319			397
Total real estate	Total real estate	687			441			Total real estate	1,220			805
Commercial and industrial	Commercial and industrial	58			19			Commercial and industrial	979			280
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	981			776			Agricultural production and other loans to farmers	1,871			1,446
Consumer and other	Consumer and other	261			98			Consumer and other	332			225
Total charge-offs	Total charge-offs	1,987			1,334			Total charge-offs	4,402			2,756
Recoveries:	Recoveries:							Recoveries:
Residential properties	Residential properties	54			84			Residential properties	109			281
Construction and land development	Construction and land development	70			8			Construction and land development	446			51
Farmland	Farmland	5			283			Farmland	11			288
Other commercial	Other commercial	66			122			Other commercial	97			313
Total real estate	Total real estate	195			497			Total real estate	663			933
Commercial and industrial	Commercial and industrial	22			107			Commercial and industrial	80			304
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	744			766			Agricultural production and other loans to farmers	1,302			1,413
Consumer and other	Consumer and other	47			116			Consumer and other	259			184
Total recoveries	Total recoveries	1,008			1,486			Total recoveries	2,304			2,834
Net charge-offs (recoveries)	Net charge-offs (recoveries)	979			(152)			Net charge-offs (recoveries)	2,098			(78)
Provision for loan losses	Provision for loan losses	217			3,889			Provision for loan losses	451			5,926
Balance, end of period	Balance, end of period	$	44,238		$	40,041		Balance, end of period	$	43,353		$	42,004

Total loans, end of period (including loans held for sale)	Total loans, end of period (including loans held for sale)	$	4,752,150		$	3,427,393		Total loans, end of period (including loans held for sale)	$	5,174,463		$	3,501,995
Average loans	Average loans	4,029,014			3,418,232			Average loans	4,489,556			3,444,876
Net charge-offs (annualized) to average loans	Net charge-offs (annualized) to average loans	0.10		%	(0.02)		%	Net charge-offs (annualized) to average loans	0.09		%	—		%
Allowance for loan losses to total loans	Allowance for loan losses to total loans	0.93		%	1.17		%	Allowance for loan losses to total loans	0.84		%	1.20		%

The table below reflects net charge-offs to average loans outstanding, by category, during the periods presented.

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		Three Months Ended March 31,													Six Months Ended June 30,
		2022						2021							2022						2021
(Dollars in thousands)	(Dollars in thousands)	Net Charge-offs		Average Loans		Net Charge-offs to Average Loans (Annualized)		Net Charge-offs		Average Loans		Net Charge-offs to Average Loans (Annualized)		(Dollars in thousands)	Net Charge-offs		Average Loans		Net Charge-offs to Average Loans (Annualized)		Net Charge-offs		Average Loans		Net Charge-offs to Average Loans (Annualized)
Residential properties	Residential properties	$	196	$	897,909	0.09	%	$	42	$	732,682	0.02	%	Residential properties	$	671	$	1,046,523	0.13	%	$	(105)	$	744,655	(0.03)	%
Construction and land development	Construction and land development	(70)		614,770		(0.05)	%	202		437,070		0.18	%	Construction and land development	(445)		686,572		(0.13)	%	177		453,323		0.08	%
Farmland	Farmland	115		216,353		0.21	%	(279)		209,550		(0.53)	%	Farmland	109		223,491		0.10	%	(284)		206,211		(0.28)	%
Other commercial	Other commercial	251		1,592,295		0.06	%	(21)		1,243,560		(0.01)	%	Other commercial	222		1,797,364		0.02	%	84		1,258,719		0.01	%
Commercial and industrial	Commercial and industrial	36		550,125		0.03	%	(88)		631,169		(0.06)	%	Commercial and industrial	899		562,025		0.32	%	(24)		610,283		(0.01)	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	237		64,658		1.47	%	10		75,325		0.05	%	Agricultural production and other loans to farmers	569		71,852		1.58	%	33		83,874		0.08	%
Consumer and other	Consumer and other	214		83,964		1.02	%	(18)		75,546		(0.10)	%	Consumer and other	73		91,834		0.16	%	41		79,296		0.10	%
Loans held for sale	Loans held for sale	—		8,940		—	%	—		22,532		—	%	Loans held for sale	—		9,895		—	%	—		8,515		—	%
Total	Total	$	979	$	4,029,014	0.10	%	$	(152)	$	3,427,434	(0.02)	%	Total	$	2,098	$	4,489,556	0.09	%	$	(78)	$	3,444,876	—	%

The following tables present a summary of the allocation of the allowance for loan losses by loan portfolio category, and the percentage of loans in each category, for the periods indicated:


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Amount		Percent		Amount		Percent		(Dollars in thousands)	Amount		Percent		Amount		Percent
Residential properties	Residential properties	$	9,603	21.7	%	$	9,488	21.1	%	Residential properties	$	9,274	21.4	%	$	9,488	21.1	%
Construction and land development	Construction and land development	6,539		14.8	%	6,463		14.4	%	Construction and land development	7,385		17.0	%	6,463		14.4	%
Farmland	Farmland	1,860		4.2	%	2,171		4.8	%	Farmland	1,763		4.1	%	2,171		4.8	%
Other commercial	Other commercial	18,513		41.8	%	18,499		41.1	%	Other commercial	18,809		43.4	%	18,499		41.1	%
Total real estate	Total real estate	36,515		82.5	%	36,621		81.4	%	Total real estate	37,231		85.9	%	36,621		81.4	%
Commercial and industrial	Commercial and industrial	6,052		13.7	%	6,556		14.6	%	Commercial and industrial	4,126		9.5	%	6,556		14.6	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	679		1.5	%	958		2.1	%	Agricultural production and other loans to farmers	716		1.7	%	958		2.1	%
Consumer and other	Consumer and other	992		2.2	%	865		1.9	%	Consumer and other	1,280		3.0	%	865		1.9	%
Total allowance for loan losses	Total allowance for loan losses	$	44,238	100.0	%	$	45,000	100.0	%	Total allowance for loan losses	$	43,353	100.0	%	$	45,000	100.0	%

Goodwill and Other Intangible Assets

Goodwill was $63.8 million and $2.6 million ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired by the Company in prior acquisitions. The increase in goodwill is the result of the FTC Merger. Goodwill is not amortized but is subject to, at a minimum, an annual test for impairment. Other intangible assets consist of acquired customer relationships from a 2014 acquisition and core deposit intangibles from the SCC Merger and the FTC Merger. Total other intangible assets at ~~March 31,~~June 30, 2022 and December 31, 2021 were ~~$12.7~~$12.3 million and $5.1 million, respectively. Other intangible assets are amortized over their estimated useful life.

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Deposits

The following table details composition and percentage composition of BancPlus’ deposit portfolio, by category, for the year to date periods indicated:


		March 31, 2022						December 31, 2021							June 30, 2022						December 31, 2021
(Dollars in thousands)	(Dollars in thousands)	Average Balance		Average Rate		Percent		Average Balance		Average Rate		Percent		(Dollars in thousands)	Average Balance		Average Rate		Percent		Average Balance		Average Rate		Percent

Non-interest bearing	Non-interest bearing	$	1,545,452	0.00	%	30.60	%	$	1,337,985	0.00	%	30.13	%	Non-interest bearing	$	1,707,538	0.00	%	31.61	%	$	1,337,985	0.00	%	30.13	%
Interest bearing:	Interest bearing:													Interest bearing:
Transaction accounts	Transaction accounts	1,590,153		0.18	%	31.49	%	1,453,493		0.20	%	32.74	%	Transaction accounts	1,584,432		0.23	%	29.33	%	1,453,493		0.20	%	32.74	%
Money market and other savings accounts	Money market and other savings accounts	1,199,908		0.10	%	23.76	%	996,420		0.09	%	22.44	%	Money market and other savings accounts	1,328,864		0.13	%	24.60	%	996,420		0.09	%	22.44	%
Certificates of deposit	Certificates of deposit	714,438		0.37	%	14.15	%	652,247		0.56	%	14.69	%	Certificates of deposit	780,399		0.34	%	14.45	%	652,247		0.56	%	14.69	%
Total deposits	Total deposits	$	5,049,951	0.13	%	100.00	%	$	4,440,145	0.17	%	100.00	%	Total deposits	$	5,401,233	0.15	%	100.00	%	$	4,440,145	0.17	%	100.00	%

BancPlus relies on increasing its deposit base to fund loans and other asset growth. BancPlus competes for local deposits by offering a variety of products at competitive rates. The increase in total average deposits of ~~$609.8~~$961.1 million, or ~~13.7%~~21.6%, to ~~$5.050~~$5.40 billion at ~~March 31,~~June 30, 2022 from ~~$4.440~~$4.44 billion as of December 31, 2021 primarily resulted from the FTC Merger. At ~~March 31,~~June 30, 2022 and December 31, 2021, BancPlus held non-time deposits in excess of FDIC insurance limits estimated at ~~$1.188~~$1.40 billion and $802.9 million, respectively.

The following table shows the maturity of certificates of deposit as of ~~March 31,~~June 30, 2022:


(Dollars in thousands)	(Dollars in thousands)	$250,000 or Greater		Less than $250,000		Total		Uninsured Portion		(Dollars in thousands)	$250,000 or Greater		Less than $250,000		Total		Uninsured Portion
3 months or less	3 months or less	$	58,906	$	145,774	$	204,680	$	29,906	3 months or less	$	22,823	$	42,620	$	65,443	$	13,823
Over 3 months through 6 months	Over 3 months through 6 months	49,727		122,640		172,367		25,477		Over 3 months through 6 months	43,044		126,549		169,593		20,794
Over 6 months through 12 months	Over 6 months through 12 months	65,916		184,495		250,411		33,166		Over 6 months through 12 months	86,230		190,631		276,861		52,480
Over 12 months	Over 12 months	74,189		181,283		255,472		36,189		Over 12 months	75,630		231,209		306,839		29,880
Total certificates of deposit	Total certificates of deposit	$	248,738	$	634,192	$	882,930	$	124,738	Total certificates of deposit	$	227,727	$	591,009	$	818,736	$	116,977

Borrowed Funds

Short-term Borrowings. In addition to deposits, BancPlus uses short-term borrowings, which consist of federal funds purchased and securities sold under agreements to repurchase, to meet the daily liquidity needs of its customers and fund its loan growth. Federal funds purchased represent primarily overnight borrowings through relationships with correspondent banks. Securities sold under agreements to repurchase are considered overnight borrowings and are secured by U.S. Government agency securities. At ~~March 31,~~June 30, 2022 and December 31, 2021, we had no short-term borrowings.

Advances from Federal Home Loan Bank (“FHLB”) and Other Borrowings. BankPlus is a member of the FHLB, and as a result, is eligible for advances from the FHLB pursuant to the terms of various borrowing agreements, which assist BancPlus in the funding of its loan and investment portfolios. BancPlus’ FHLB advances are collateralized by a blanket lien on first mortgage and other qualifying loans. At ~~both March 31,~~June 30, 2022 and December 31, 2021, BancPlus had $20.1 million and $20.5 million in FHLB borrowings, at a weighted average interest rate of 1.48% and 1.49%., respectively.

On February 25, 2022, the Company entered into a $20.0 million revolving line of credit with a correspondent bank. The line of credit is collateralized by 9,000 shares of BankPlus common stock. The line of credit bears interest at a floating rate of Wall Street Journal Prime with 3.25% interest rate floor. ~~At March 31, 2022, the interest rate was 3.50%.~~ Interest only payments are due on a quarterly basis with the principal due at maturity on February 25, 2024. The balance outstanding on this ~~loan~~revolving line of credit was ~~$20.0 million and~~ zero at ~~March 31,~~June 30, 2022 and December 31, ~~2021, respectively.~~2021.

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Required principal payments on FHLB advances and other borrowings were as follows:


(Dollars in thousands)	(Dollars in thousands)	March 31, 2022		December 31, 2021		(Dollars in thousands)	June 30, 2022		December 31, 2021
2022	2022	$	397	$	417	2022	$	35	$	417
2023	2023	25		25		2023	25		25
2024	2024	20,013		13		2024	13		13
2025	2025	13		13		2025	13		13
2026	2026	14		14		2026	14		14
Thereafter	Thereafter	20,015		20,019		Thereafter	20,015		20,019
Total	Total	$	40,477	$	20,501	Total	$	20,115	$	20,501

Subordinated Debentures. On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $60.0 million in aggregate principal amount of its 6.000% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the “Notes”). The Company incurred issuance costs of $1.4 million in conjunction with the issuance of the Notes. These issuance costs are netted with the balance of the Notes on the Company’s Consolidated Balance Sheets and will be amortized over the life of the Notes. The Notes initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or early redemption date, with interest during this period payable semiannually in arrears. From and including June 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to Three-Month Term Secured Overnight Financing Rate plus 586 basis points, with interest during this period payable quarterly in arrears. The Company used the proceeds of the private placement for general corporate purposes, including improving the Company’s liquidity and capital position.

Effective March 1, 2022, in conjunction with the FTC Merger, the Company assumed FTC’s obligations under its Subordinated Note Purchase Agreement, dated as of December 23, 2020, and the several purchasers of the $21.0 million aggregate principal amount of 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 issued thereunder (the “Subordinated Notes”). The Subordinated Notes will mature on December 30, 2030 and bear interest at an initial fixed rate of 5.50% per annum, payable semi-annually in arrears. From and including December 30, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to a Three-Month Term Secured Overnight Financing Rate plus 527 basis points, payable quarterly in arrears. BancPlus will be entitled to redeem the Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the Subordinated Notes in whole upon certain other events. The Subordinated Notes are not subject to redemption at the option of the holder. The Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The Subordinated Notes rank junior in right to payment to BancPlus’ current and future senior indebtedness. The Subordinated Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The Subordinated Notes vary from the amount carried on the Consolidated Balance Sheets at ~~March 31,~~June 30, 2022 due to the remaining purchase premium of ~~$733,000,~~$683,000, which was established upon closing of the FTC Merger and is being amortized over the remaining life of the debentures.

BancPlus also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. Under a grandfathering provision in the Basel III capital rules that applies to bank holding companies with less than $15 billion in total consolidated assets, the preferred capital securities have qualified as Tier 1 capital, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and preferred capital securities to purchase subordinated debentures that BancPlus issued. The subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. BancPlus has fully and unconditionally guaranteed the trusts’ obligations on preferred capital securities.

The following table is a summary of debentures payable to statutory trusts:

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(Dollars in thousands)	(Dollars in thousands)	Year of Maturity	Interest Rate	March 31, 2022		December 31, 2021		(Dollars in thousands)	Year of Maturity	Interest Rate	June 30, 2022		December 31, 2021
First Bancshares of Baton Rouge Statutory Trust I	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	4,124	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	4,124
State Capital Statutory Trust IV	State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		5,155		State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		5,155
BancPlus Statutory Trust II	BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619		BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619
BancPlus Statutory Trust III	BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619		BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619
State Capital Master Trust	State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		6,186		State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		6,186
				$	56,703	$	56,703				$	56,703	$	56,703

Interest rates adjust quarterly for the subordinated debentures with rates that are indexed with LIBOR. On March 15, 2022 the Adjustable Interest Rate (LIBOR) Act was signed into law as part of the Consolidated Appropriations Act, 2022. The Adjustable Interest Rate (LIBOR) Act establishes a nationwide process for replacing LIBOR in financial contracts that mature after the cessation of the overnight, one-, three-, six- and 12-month U.S. dollar LIBOR tenors on June 30, 2023 and that do not provide for an effective means to replace LIBOR upon its cessation. For contracts in which a party has the discretion to identify a replacement rate, the Act also provides a safe harbor to parties if they choose the SOFR-based benchmark replacement rate to be identified by the Board of Governors of the Federal Reserve System. We are currently monitoring these developments to determine any potential impact on the subordinated debentures.

BancPlus believes that it will be able to meet its principal and interest payment obligations as they come due through maintenance of adequate cash levels or subsequent borrowings. BancPlus expects to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. BancPlus has in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Shareholders’ Equity

Shareholders’ equity is influenced primarily by earnings, quarterly dividend payments, changes in common stock outstanding, and changes in accumulated other comprehensive income (loss) caused primarily by fluctuations in unrealized holding gains or losses, net of taxes, on available for sale investment securities.

Shareholders’ equity increased ~~$44.4~~$294.8 million, or ~~11.4%~~75.5%, to ~~$434.8~~$685.3 million at ~~March 31,~~June 30, 2022 from $390.4 million at December 31, 2021, primarily due to the issuance of $250.0 million of preferred stock, $56.5 million of equity issued in the FTC Merger, net income of ~~$9.7~~$25.8 million, ~~and $1.4 million of common stock released by the ESOP,~~ partially offset by other comprehensive loss of ~~$19.6~~$29.7 million and dividends paid of ~~$4.1~~$8.9 million.

On June 22, 2022, the Company entered into a Letter Agreement with the Treasury under ECIP. Pursuant to the Purchase Agreement, the Company agreed to issue and sell 250,000 shares of Preferred Stock for an aggregate purchase price of $250.0 million in cash. The Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

The Preferred Stock bears no dividend for the first two years following the issuance of the Preferred Stock. Thereafter, the annual dividend rate will be adjusted, not lower than 0.5% and not higher than 2.0%, based on our extension of credit for qualified lending as defined in the terms of the ECIP Interim Final Rule, Purchase Agreement and the Certificate of Designations (the “Certificate of Designations”) and the investment amount. After the tenth anniversary of the issuance of the Preferred Stock, the dividend rate will be fixed based on the average annual amount of lending in years 2 through 10 compared to the baseline qualified lending and the average investment amount. The dividends will be payable quarterly in arrears on March 15, June 15, September 15, and December 15.

The Preferred Stock may be redeemed at the option of the Company on or after September 15, 2027 (or earlier in the event of loss of regulatory capital treatment), subject to the approval of the appropriate federal banking regulator and in accordance with the federal banking agencies’ regulatory capital regulations. The restrictions on redemption are set forth in the Certificate of Designations filed with the Mississippi Secretary of State for the purpose of amending its Articles of Incorporation to fix the

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designations, preferences, limitations and relative rights of the Preferred Stock as described in Item 5.03 of our Current Report on Form 8-K filed with the SEC on June 23, 2022.

Liquidity and Capital Resources

Bank Liquidity Management

Liquidity is BancPlus’ capacity to meet its cash and collateral obligations at a reasonable cost, having cash when BancPlus needs it and having the appropriate amount of cash and other assets that are quickly convertible into cash without incurring significant loss. BancPlus is expected to maintain adequate liquidity at BankPlus to meet the cash flow requirements of its customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Maintaining an adequate level of liquidity depends on BancPlus’ ability to efficiently meet both expected and unexpected cash flows and collateral needs without adversely affecting either BancPlus’ daily operations or its financial condition. BancPlus’ Asset Liability Management Committee (“ALCO”), which is comprised of members of senior management, is responsible for managing commitments to meet the needs of customers while achieving its financial objectives. ALCO meets regularly to review balance sheet composition, funding capacities, and current and forecasted loan demand, and BancPlus’ Treasury Management department continuously monitors its liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of its short-term and long-term cash requirements.

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BancPlus manages its liquidity by maintaining adequate levels of cash and other assets from on and off-balance sheet arrangements. Specifically, on-balance sheet liquidity consists of cash and due from banks and unpledged investment securities, which BancPlus considers its primary liquidity. Furthermore, a significant portion of these unencumbered liquid assets are comprised of U.S. government agency obligations, mortgage backed securities and other agency securities, which the regulatory bodies consider the most marketable and liquid, especially in a stress scenario. In regard to off-balance sheet capacity, BancPlus maintains available borrowing capacity under secured borrowing lines with the FHLB and the Federal Reserve Bank of St. Louis, as well as unsecured lines of credit for the purpose of overnight funds with various correspondent banks, which BancPlus considers its secondary liquidity. BancPlus also monitors its liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios, FHLB borrowings and deposits. As part of its liquidity management strategy, BancPlus is also focused on minimizing its costs of liquidity and attempting to decrease these costs by growing its noninterest-bearing and other low-cost deposits and replacing higher cost borrowed funds.

The following tables provide a summary of BancPlus’ primary and secondary liquidity levels.


(Dollars in thousands) Primary Liquidity – On-Balance Sheet	(Dollars in thousands) Primary Liquidity – On-Balance Sheet	March 31, 2022			December 31, 2021			(Dollars in thousands) Primary Liquidity – On-Balance Sheet	June 30, 2022			December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	695,352		$	664,165		Cash and cash equivalents	$	343,741		$	664,165
Total securities	Total securities	714,069			648,262			Total securities	693,386			648,262
Less: pledged securities	Less: pledged securities	(593,939)			(489,184)			Less: pledged securities	(464,709)			(489,184)
Total primary liquidity	Total primary liquidity	$	815,482		$	823,243		Total primary liquidity	$	572,418		$	823,243
Ratio of primary liquidity to total deposits	Ratio of primary liquidity to total deposits	13.9		%	17.8		%	Ratio of primary liquidity to total deposits	10.1		%	17.8		%

Secondary Liquidity – Off-Balance Sheet Borrowing Capacity March 31, 2022 December 31, 2021
Net secured borrowing capacity with the FHLB $ 1,365,483 $ 1,476,825
Net secured borrowing capacity with the Federal Reserve Bank 258,410 189,497
Unsecured borrowing capacity with correspondent lenders 223,000 223,000
Total secondary liquidity $ 1,846,893 $ 1,889,322
Ratio of primary and secondary liquidity to total deposits 45.5 % 58.7 %

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Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	June 30, 2022			December 31, 2021
Net secured borrowing capacity with the FHLB	$	1,889,933		$	1,476,825
Net secured borrowing capacity with the Federal Reserve Bank	282,783			189,497
Unsecured borrowing capacity with correspondent lenders	243,000			223,000
Available capacity on revolving line of credit	$	20,000		$	—
Total secondary liquidity	$	2,435,716		$	1,889,322
Ratio of primary and secondary liquidity to total deposits	52.9		%	58.7		%

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, BancPlus’ primary liquidity decreased by ~~$7.8~~$250.8 million to ~~$815.5~~$572.4 million, compared to $823.2 million at December 31, 2021, primarily due anto changes in cash and cash equivalents as a result of a net increase in ~~securities~~loans as a result of the FTC Merger and organic loan growth, and a decrease in money market, negotiable orders of withdrawal, and savings deposits, partially offset by anthe increase in ~~our pledged securities.~~cash as a result of ECIP. Secondary liquidity ~~decreased~~increased by ~~$42.4~~$546.4 million to ~~$1.847~~$2.44 billion as of ~~March 31,~~June 30, 2022 from ~~$1.889~~$1.89 billion as of December 31, 2021. This ~~decrease~~increase was primarily due to an ~~decrease~~increase in BancPlus’ FHLB borrowing ~~capacity.~~capacity due to the FTC Merger.

In addition to its primary liquidity, BancPlus generates liquidity from cash flows from its loan and securities portfolios and from its large base of core customer deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000. Core deposits totaled ~~$5.612~~$5.46 billion and ~~$4.450~~$4.45 billion and represented ~~95.9%~~96.1% and 96.3% of total deposits as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. These core deposits are normally less volatile, often with customer relationships tied to other products, which promote long-standing relationships and stable funding sources. Although BancPlus’ policy allows the use of brokered deposits, BankPlus did not utilize this funding source during the 2022 and 2021 year to date periods.

BancPlus’ liquidity policy includes both policy limits and policy guidelines for measuring and monitoring liquidity. BancPlus’ policy measures include an Internal Liquidity Ratio, an Internal Liquidity Ratio adjusted for FHLB, an Internal Dependency Ratio adjusted for FHLB and a Maximum Available Funds to Total Assets Ratio. These ratios are calculated monthly. BancPlus also utilizes eleven liquidity guidelines that are reported quarterly. As of ~~March 31,~~June 30, 2022 and December 31, 2021, BancPlus was in compliance with all of its established liquidity guidelines.

Holding Company Liquidity Management

BancPlus is a corporation separate and apart from BankPlus and, therefore, it must provide for its own liquidity. BancPlus’ main source of funding is dividends declared and paid to it by BankPlus. Statutory and regulatory limitations exist that affect the ability of BankPlus to pay dividends to the holding company. BancPlus believes that these limitations will not impact the ability of the holding company to meet its ongoing short-term cash obligations.

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Due to state banking laws, BankPlus may not declare dividends without the prior approval of the MDBCF. BankPlus received permission from the MDBCF to pay dividends of ~~$6.3~~$12.6 million and ~~$5.4~~$10.8 million for the year-to-date periods ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021, respectively. These dividends were used by the holding company to pay dividends to the BancPlus shareholders, principal and interest payments on debt and general operating expenses.

Capital Management and Regulatory Capital Requirements

BancPlus is subject to various capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on BancPlus’ business operations.

Under the regulatory capital rules, BancPlus must maintain minimum amounts and ratios of common equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets, referred to as the leverage ratio. The adequacy of our capital levels is also subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors.

In addition, BancPlus must maintain a capital conservation buffer of 2.5%, consisting of CET1 capital, on top of the risk-based minimum capital ratios. A banking organization with a conservation buffer of less than the required amount of 2.5% will be subject to limitations on capital distributions, including dividend payments, and certain discretionary bonus payments to executive

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officers. Minimum capital requirements, including the capital conservation buffer, to which BankPlus and BancPlus are subject are summarized in the tables below.

Further, under prompt corrective action regulations, an insured depository institution is classified in one of several tiers based on its level of capital and other factors, and may be subject to an escalating series of remedial measures if it is less than “well capitalized.” An institution is deemed “well capitalized” if it satisfies certain capital ratios, summarized in the tables below, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.

As of ~~March 31,~~June 30, 2022 and December 31, 2021, BancPlus and BankPlus met all applicable capital adequacy requirements and BankPlus was deemed “well capitalized.” As a bank holding company, BancPlus is not subject to the prompt corrective action regime that applies to insured depository institutions, including BankPlus.

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BancPlus’ consolidated and BankPlus’ actual capital amounts and ratios are shown in the following tables as of the dates indicated (dollars in thousands):


		Actual				Minimum For Capital Adequacy Purposes				Required to be Well Capitalized					Actual				Minimum For Capital Adequacy Purposes				Required to be Well Capitalized
As of March 31, 2022:		Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
As of June 30, 2022:														As of June 30, 2022:	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:	Consolidated:													Consolidated:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	381,074	7.52	%	$	354,634	7.00	%	N/A		N/A		CET1 Capital to Risk-Weighted Assets	$	391,892	7.02	%	$	391,002	7.00	%	N/A		N/A
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	432,154		8.53	%	430,626		8.50	%	N/A		N/A		Tier 1 Capital to Risk-Weighted Assets	693,031		12.41	%	474,789		8.50	%	N/A		N/A
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	556,947		10.99	%	531,950		10.50	%	N/A		N/A		Total Capital to Risk-Weighted Assets	816,925		14.63	%	586,504		10.50	%	N/A		N/A
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	432,154		7.73	%	223,690		4.00	%	N/A		N/A		Tier 1 Capital to Average Assets	693,031		10.83	%	255,955		4.00	%	N/A		N/A

Bank:	Bank:													Bank:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	510,266	10.23	%	$	349,248	7.00	%	$	324,301	6.50	%	CET1 Capital to Risk-Weighted Assets	$	606,332	10.87	%	$	390,536	7.00	%	$	362,641	6.50	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	510,266		10.23	%	424,087		8.50	%	399,140		8.00	%	Tier 1 Capital to Risk-Weighted Assets	606,332		10.87	%	474,223		8.50	%	446,327		8.00	%
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	554,504		11.11	%	523,872		10.50	%	198,925		10.00	%	Total Capital to Risk-Weighted Assets	649,685		11.65	%	585,804		10.50	%	557,909		10.00	%
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	510,266		9.14	%	223,200		4.00	%	279,000		5.00	%	Tier 1 Capital to Average Assets	606,332		9.49	%	255,647		4.00	%	319,559		5.00	%


	Actual				Minimum For Capital Adequacy Purposes				Required to be Well Capitalized
As of December 31, 2021:	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:
CET1 Capital to Risk-Weighted Assets	$	382,736	9.40	%	$	285,078	7.00	%	N/A		N/A
Tier 1 Capital to Risk-Weighted Assets	433,754		10.65	%	346,166		8.50	%	N/A		N/A
Total Capital to Risk-Weighted Assets	537,541		13.20	%	427,617		10.50	%	N/A		N/A
Tier 1 Capital to Average Assets	433,754		8.46	%	205,072		4.00	%	N/A		N/A

Bank:
CET1 Capital to Risk-Weighted Assets	$	428,602	10.55	%	$	284,509	7.00	%	$	264,187	6.50	%
Tier 1 Capital to Risk-Weighted Assets	428,602		10.55	%	345,475		8.50	%	325,153		8.00	%
Total Capital to Risk-Weighted Assets	473,602		11.65	%	426,763		10.50	%	406,441		10.00	%
Tier 1 Capital to Average Assets	428,602		8.37	%	204,714		4.00	%	255,893		5.00	%

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Contractual Obligations

Contractual obligations as of ~~March 31,~~June 30, 2022, totaled ~~$1,093.4 million~~$1.01 billion and were primarily comprised of deposits with maturities of ~~$882.9~~$818.7 million, subordinated debentures of ~~$133.3~~$133.4 million and operating lease obligations of ~~$36.6~~$37.3 million. Contractual obligations due within the next twelve months were ~~$627.9~~$512.0 million and were primarily related to time deposits with maturity dates. Contractual obligations due in more than 12 months were ~~$465.5~~$497.6 million and were comprised of ~~$255.5~~$306.8 million of time deposits with maturity dates and ~~$133.3~~$133.4 million of subordinated debentures with maturities ranging from 2030 through 2037. BancPlus expects to have adequate liquidity to meet these short and long-term obligations through profitability, repayments from loans and investment securities, deposit gathering activity and access to borrowing sources.

Recent Accounting Pronouncements

Accounting Standards Update 2016-13 (“ASU ~~2016-13, “Financial~~2016-13”), “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial ~~Instruments.~~Instruments.” In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, which requires earlier measurement of credit losses and enhances disclosures. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and

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other commitments to extend credit held by a reporting entity at each reporting date. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses over the life of the loan. ASU 2016-13 iswas originally effective for the Company for annual and interim periods beginning on January 1, 2021. Subsequently, FASB approved a deferral of the effective date. ASU 2016-13 will now be effective for the Company for annual and interim periods beginning on January 1, 2023. The Company has ~~formed~~ a cross functional team that is ~~assessing data~~working with third-party vendors to build and ~~system needs and evaluating~~validate a model that will run parallel with the ~~impact~~Company’s current model prior to implementation of ~~adopting the new guidance.~~ASU 2016-13. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the Company adopts the new standard, ~~is effective,~~ but has not yet determined the magnitude of ~~any such~~the one-time ~~adjustments~~adjustment or the overall impact on the Company’s consolidated financial statements.

Accounting Standards Update 2020-04 (“ASU ~~2020-04,~~2020-04”), “Reference Rate Reform - Topic 848.” In March 2020, the FASB issued ASU 2020-04, which provides temporary optional expedients and exceptions to the ~~accounting principles generally accepted in the United States (“GAAP”)~~GAAP guidance on contract modifications, hedge accounting, and other transactions affected that reference ~~LIBOR~~the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020-04 is effective upon issuance and can be applied through December 31, 2022. The Company is still evaluating the impact of ASU 2020-04, but does not expect it to have a material impact on the Company’s consolidated financial statements.

Critical Accounting Policies and Estimates

There have been no material changes to the critical accounting policies and estimates previously disclosed under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, previously filed with the SEC.

Recent Supervision and Regulation Developments

On June 21, 2022 the FDIC issued a proposed rule to increase initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning in with the first quarterly assessment period of 2023. The proposed assessment rate schedules would remain in effect unless and until the reserve ratio of the Deposit Insurance Fund meets or

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exceeds 2 percent. If the proposed rule is finalized as proposed, the FDIC insurance costs of insured depository institutions, including BankPlus, would generally increase.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by management with the participation of BancPlus’ Chief Executive Officer and Chief Financial Officer, of the effectiveness of BancPlus’ disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, BancPlus’ disclosure controls and procedures were effective to ensure that information required to be disclosed by BancPlus in the reports required to be filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There has been no change in BancPlus’ internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, BancPlus’ internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~On March 20, 2019, a complaint (the “Complaint”), Mills v. BankPlus, et al., Case #3:19-cv-00196-CWR-FKB, was filed in the United States District Court~~For information about our legal proceedings refer to Footnote 13 to our Condensed Notes to Consolidated Financial Statements for the ~~Southern District~~quarter ended June 30, 2022 contained in Part I, Item 1 of Mississippi, Northern Division, by Alysson Mills, in her capacity as Court-appointed Receiver for Arthur Lamar Adams (“Adams”) and Madison Timber Properties, LLC (“Madison Timber”), naming BankPlus, three former BankPlus employees, one then-current BankPlus employee and other defendants, including defendants affiliated and unaffiliated with BankPlus (“Defendants”). The Complaint seeks to recover damages from the Defendants for the benefit of the receivership estate related to certain investors who were allegedly defrauded by Adams and Madison Timber, whose actions were allegedly attributable to the actions of the Defendants that allegedly enabled negligent, illegal or fraudulent activities engaged in by Adams and Madison Timber. A brief description of the cause of actionthis Quarterly Report on the cover sheet filed with the Complaint includes securities, civil conspiracy, aiding and abetting, negligence, and other possible causes of action. The amount of damages (including punitive damages) requested against the Defendants in the Complaint is unspecified. On January 4, 2021, the plaintiff, Mills, filed an Amended Complaint. Answers and/or Motions to Dismiss the Amended complaint were filed by the Defendants. On July 8, 2021, the Court denied the Motion to Dismiss filed by BankPlus. A related motion for reconsideration was filed by BankPlus on August 9, 2021. On September 30, 2021, an order was entered to

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consolidate for purposes of discovery this case (No. 3:19-cv-00196-CWR-FKB) with three other related cases filed by Mills, the Receiver. A Case Management Order (No.: 3:22-cv-36-CWRFKB) was entered on January 31, 2022 for the sole purpose of managing consolidated discovery in the four related cases.Form 10-Q

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, previously filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits


2.1*			Agreement and Plan of Share Exchange and Merger, dated September 28, 2021, as amended February 9, 2022, by and among BancPlus Corporation, BankPlus, First Trust Corporation and First Bank and Trust (incorporated by reference to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-261311), as amended, filed on February 11, 2022)
2.2*			Agreement and Plan of Share Exchange and Merger, dated September 18, 2019, by and among BancPlus Corporation, BankPlus, State Capital Corp., and State Bank & Trust Company (incorporated by reference to Annex A of the Company's Registration Statement on Form S-4, as amended (File No. 333-236022), of the Registrant, filed on February 10, 2020)
3.1			Articles of Incorporation of BancPlus Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4, as amended (File No. 333-236022), of the Registrant, filed on January 31, 2020)
3.2			By-laws of BancPlus Corporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4, as amended (File No. 333-236022), of the Registrant, filed on February 10, 2020)
4.1			Specimen Certificate for BancPlus Corporation Common Stock (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-4 as amended (File No. 333-236022), of the Registrant, filed on January 31, 2020)
4.2			~~Form~~Certificate of ~~6.000% Fixed-to-Floating Rate Subordinated Notes due 2030~~Designations of Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on June ~~5, 2020)~~23, 2022)
4.3			Form of ~~5.50% Fixed-to-Floating Subordinated Note due 2030~~
~~4.4~~			~~Registration Rights Agreement, dated February 28, 2022, by and among BancPlus Corporation and Joseph C. Canizaro, and Joseph C. Canizaro, as trustee of The Corte Trust~~Certificate for Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on ~~March 1,~~June 23, 2022)
10.1			~~Amended and Restated~~Letter Agreement, dated June 22, 2022, between BancPlus Corporation ~~2018 Long-Term Incentive Plan~~and the U.S. Department of Treasury, with respect to the issuance of Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Registrant filed on ~~March 16, 2022)~~
~~10.2~~			~~Form of Subordinated Note Purchase Agreement, dated December~~June 23, ~~2020 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K of the Registrant filed on March 1, 2022)~~
10.3*			Loan Agreement, dated February 25, 2022, by and between BancPlus Corporation and First Horizon Bank (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Registrant filed on February 28, 2022)
~~10.4~~			Pledge Agreement, dated February 25, 2022, by and between BancPlus Corporation and First Horizon Bank (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of the Registrant filed on February 28, 2022)
~~10.5~~			Indemnity and Escrow Agreement, dated February 28, 2022, by and among First Horizon Bank, BancPlus Corporation, First Trust Corporation and Joseph C. Canizaro (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Registrant filed on March 1, 2022)
~~10.6~~			~~Form of Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of the Registrant filed on March 1,~~ 2022)
31.1			Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.2			Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
32.1			Certification by Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification by Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			Inline XBRL Interactive Data
104			Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BancPlus Corporation


Date:	~~May 13,~~August 11, 2022	By:	/s/ William A. Ray
			William A. Ray
			President and Chief Executive Officer


Date:	~~May 13,~~August 11, 2022	By:	/s/ ~~M. Ann Southerland~~Karlen Turbeville
			~~M. Ann Southerland~~Karlen Turbeville
			Senior Executive Vice President and Chief Financial Officer

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