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	June 30, ~~2022~~2023

	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 August ~~5, 2022: 11,627,071~~11, 2023: 11,624,935

BANCPLUS CORPORATION

FORM 10-Q

For the Quarter Ended JUNE 30, ~~2022~~2023

INDEX


			Page Number

PART I – FINANCIAL INFORMATION			2

Item 1. Financial Statements (Unaudited):			2

Consolidated Balance Sheets at June 30, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022			2
Consolidated Statements of Income for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)			3
Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)			4
Consolidated Statements of Shareholders’ Equity for thethree and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)			5
Consolidated Statements of Cash Flows for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (unaudited)			7

Condensed Notes to the Consolidated Financial Statements (unaudited)			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3233

Cautionary Statement Regarding Forward-Looking Statements			3233

Item 3. Quantitative and Qualitative Disclosures about Market Risk			63

Item 4. Controls and Procedures			6364

PART II – OTHER INFORMATION			6364

Item 1. Legal Proceedings			6364

Item 1A. Risk Factors			6365

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			6365

Item 3. Defaults Upon Senior Securities			6365

Item 4. Mine Safety Disclosures			6365

Item 5. Other Information			6365

Item 6. Exhibits			6466

SIGNATURE PAGE			6567

Table of ~~Conten~~t sContents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BancPlus Corporation and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
		(unaudited)					(unaudited)
Assets:	Assets:					Assets:
Cash and due from banks	Cash and due from banks	$	74,231	$	55,603	Cash and due from banks	$	102,227	$	107,402
Interest bearing deposits with banks	Interest bearing deposits with banks	269,510		608,562		Interest bearing deposits with banks	88,987		30,493
Total cash and cash equivalents	Total cash and cash equivalents	343,741		664,165		Total cash and cash equivalents	191,214		137,895
Securities available for sale	Securities available for sale	627,027		576,614		Securities available for sale	806,110		623,920
Securities held to maturity - fair value: $66,246 - 2022; $72,084 - 2021		66,359		71,648
Securities held to maturity - fair value: $57,895 - 2023; $62,068 - 2022						Securities held to maturity - fair value: $57,895 - 2023; $62,068 - 2022	58,118		62,274
Loans held for sale	Loans held for sale	14,757		10,621		Loans held for sale	13,176		5,373

Loans	Loans	5,159,706		3,619,172		Loans	6,088,814		5,824,149
Less: Allowance for loan losses		43,353		45,000
Less: Allowance for credit losses						Less: Allowance for credit losses	65,229		42,875
Net loans	Net loans	5,116,353		3,574,172		Net loans	6,023,585		5,781,274

Premises and equipment	Premises and equipment	122,192		101,965		Premises and equipment	132,694		124,707
Operating lease right-of-use assets	Operating lease right-of-use assets	35,968		34,561		Operating lease right-of-use assets	33,757		35,747
Accrued interest receivable	Accrued interest receivable	17,549		14,329		Accrued interest receivable	25,454		23,156
Goodwill	Goodwill	63,836		2,616		Goodwill	62,772		62,772
Other assets	Other assets	167,020		145,587		Other assets	196,801		177,703
		$	6,574,802	$	5,196,278		$	7,543,681	$	7,034,821

Liabilities:	Liabilities:					Liabilities:
Deposits	Deposits	$	5,682,850	$	4,622,116	Deposits	$	6,108,309	$	5,824,904
Advances from Federal Home Loan Bank and other borrowings	Advances from Federal Home Loan Bank and other borrowings	20,115		20,501		Advances from Federal Home Loan Bank and other borrowings	540,065		318,084
Subordinated debentures	Subordinated debentures	133,383		111,509		Subordinated debentures	133,579		133,478
Operating lease liabilities	Operating lease liabilities	37,336		35,793		Operating lease liabilities	35,475		37,439
Accrued interest payable	Accrued interest payable	1,476		1,425		Accrued interest payable	5,924		2,334
Other liabilities	Other liabilities	14,388		14,515		Other liabilities	29,522		20,482
Total liabilities	Total liabilities	5,889,548		4,805,859		Total liabilities	6,852,874		6,336,721

Redeemable common stock owned by the ESOP	Redeemable common stock owned by the ESOP	97,799		100,487		Redeemable common stock owned by the ESOP	89,356		96,984
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					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		—
250,000 authorized, issued and outstanding at June 30, 2023 and December 31, 2022; aggregate liquidation preference of $250,000						250,000 authorized, issued and outstanding at June 30, 2023 and December 31, 2022; aggregate liquidation preference of $250,000	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 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		—		(1,401)
100,000,000 and 40,000,000 authorized at June 30, 2023 and December 31, 2022, respectively; 11,626,670 and 11,599,595 issued and outstanding at June 30, 2023 and December 31, 2022, respectively						100,000,000 and 40,000,000 authorized at June 30, 2023 and December 31, 2022, respectively; 11,626,670 and 11,599,595 issued and outstanding at June 30, 2023 and December 31, 2022, respectively	11,626		11,599
Additional paid-in capital	Additional paid-in capital	122,132		67,380		Additional paid-in capital	121,268		122,890
Retained earnings	Retained earnings	331,239		314,357		Retained earnings	351,552		356,685
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(29,744)		(33)		Accumulated other comprehensive loss, net	(43,639)		(43,074)
		685,254		390,419			690,807		698,100
Less: Redeemable common stock owned by the ESOP	Less: Redeemable common stock owned by the ESOP	(97,799)		(100,487)		Less: Redeemable common stock owned by the ESOP	(89,356)		(96,984)
Total shareholders' equity	Total shareholders' equity	587,455		289,932		Total shareholders' equity	601,451		601,116
		$	6,574,802	$	5,196,278		$	7,543,681	$	7,034,821

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

Table of ~~Conten~~t sContents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

(In Thousands, Except Per Share Data)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Interest income:	Interest income:									Interest income:
Interest and fees on loans	Interest and fees on loans	$	53,712	$	42,089	$	96,699	$	85,231	Interest and fees on loans	$	84,117	$	53,712	$	160,864	$	96,699
Taxable securities	Taxable securities	2,502		2,094		4,809		3,927		Taxable securities	4,403		2,502		7,469		4,809
Tax-exempt securities	Tax-exempt securities	401		479		821		1,018		Tax-exempt securities	364		401		744		821
Interest bearing bank balances and other	Interest bearing bank balances and other	477		113		708		251		Interest bearing bank balances and other	778		477		1,356		708
Total interest income	Total interest income	57,092		44,775		103,037		90,427		Total interest income	89,662		57,092		170,433		103,037

Interest expense:	Interest expense:									Interest expense:
Deposits	Deposits	2,362		1,963		4,039		4,127		Deposits	24,364		2,362		41,524		4,039
Short-term borrowings										Short-term borrowings	1		—		80		—
Advances from Federal Home Loan Bank	Advances from Federal Home Loan Bank	77		78		153		155		Advances from Federal Home Loan Bank	5,567		77		8,782		153
Other borrowings	Other borrowings	1,808		1,372		3,233		2,741		Other borrowings	2,188		1,808		4,352		3,233
Total interest expense	Total interest expense	4,247		3,413		7,425		7,023		Total interest expense	32,120		4,247		54,738		7,425

Net interest income	Net interest income	52,845		41,362		95,612		83,404		Net interest income	57,542		52,845		115,695		95,612
Provision for loan losses		234		2,037		451		5,926
Net interest income after provision for loan losses		52,611		39,325		95,161		77,478
Provision for credit losses										Provision for credit losses	916		234		1,439		451
Net interest income after provision for credit losses										Net interest income after provision for credit losses	56,626		52,611		114,256		95,161

Other operating income:	Other operating income:									Other operating income:
Service charges on deposit accounts	Service charges on deposit accounts	7,701		6,005		14,493		11,742		Service charges on deposit accounts	5,750		7,701		12,416		14,493
Mortgage origination income	Mortgage origination income	2,304		2,013		4,542		4,727		Mortgage origination income	1,266		2,304		1,953		4,542
Debit card interchange	Debit card interchange	2,748		2,604		5,176		5,244		Debit card interchange	2,609		2,748		5,175		5,176
Other income	Other income	5,978		8,115		12,485		17,301		Other income	5,369		5,978		11,289		12,485
Total other operating income	Total other operating income	18,731		18,737		36,696		39,014		Total other operating income	14,994		18,731		30,833		36,696

Other operating expenses:	Other operating expenses:									Other operating expenses:
Salaries and employee benefits expenses	Salaries and employee benefits expenses	29,805		24,122		55,650		47,147		Salaries and employee benefits expenses	32,609		29,805		63,600		55,650
Net occupancy expenses	Net occupancy expenses	4,891		3,828		9,007		7,173		Net occupancy expenses	4,738		4,891		9,210		9,007
Furniture, equipment and data processing expenses	Furniture, equipment and data processing expenses	7,670		6,108		14,286		12,040		Furniture, equipment and data processing expenses	7,270		7,670		14,586		14,286
Other expenses	Other expenses	8,649		6,380		20,142		12,215		Other expenses	10,628		8,649		19,491		20,142
Total other operating expenses	Total other operating expenses	51,015		40,438		99,085		78,575		Total other operating expenses	55,245		51,015		106,887		99,085

Income before income taxes	Income before income taxes	20,327		17,624		32,772		37,917		Income before income taxes	16,375		20,327		38,202		32,772
Income tax expense	Income tax expense	4,212		3,560		6,968		6,581		Income tax expense	3,183		4,212		7,931		6,968
Net income	Net income	$	16,115	$	14,064	$	25,804	$	31,336	Net income	$	13,192	$	16,115	$	30,271	$	25,804

Earnings per common share - basic	Earnings per common share - basic	$	1.41	$	1.41	$	2.35	$	3.15	Earnings per common share - basic	$	1.15	$	1.41	$	2.65	$	2.35
Earnings per common share - diluted	Earnings per common share - diluted	$	1.40	$	1.40	$	2.34	$	3.12	Earnings per common share - diluted	$	1.15	$	1.40	$	2.64	$	2.34

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

Table of ~~Conten~~t sContents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In Thousands)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Net income	Net income	$	16,115	$	14,064	$	25,804	$	31,336	Net income	$	13,192	$	16,115	$	30,271	$	25,804
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities available for sale		(13,418)		2,578		(39,562)		(2,358)
Other comprehensive loss, net of tax:										Other comprehensive loss, net of tax:
Unrealized losses on securities available for sale										Unrealized losses on securities available for sale	(7,791)		(13,418)		(752)		(39,562)
Tax effect	Tax effect	3,341		(642)		9,851		587		Tax effect	1,940		3,341		187		9,851
Total other comprehensive income (loss), net of tax		(10,077)		1,936		(29,711)		(1,771)
Total other comprehensive loss, net of tax										Total other comprehensive loss, net of tax	(5,851)		(10,077)		(565)		(29,711)
Comprehensive income (loss)	Comprehensive income (loss)	$	6,038	$	16,000	$	(3,907)	$	29,565	Comprehensive income (loss)	$	7,341	$	6,038	$	29,706	$	(3,907)

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

Table of ~~Conten~~t sContents

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 Loss		Less: Redeemable Common Stock Owned by the ESOP		Total Shareholders' Equity
		Common Stock							Retained Earnings									Preferred Stock			Common Stock							Retained Earnings
		Shares	Amount															Shares	Amount		Shares	Amount

April 1, 2021		10,041,328	$	10,041	$	(2,304)	$	66,322	$	286,665	$	3,168	$	(87,403)	$	276,489
April 1, 2022																	April 1, 2022	—	$	—	11,580,880	$	11,581	$	—	$	123,005	$	319,898	$	(19,667)	$	(102,425)	$	332,392

Net income	Net income	—	—		—		—		14,064		—		—		14,064		Net income	—	—		—	—		—		—		16,115		—		—		16,115
Other comprehensive income, net		—	—		—		—		—		1,936		—		1,936
Issuance of preferred stock																	Issuance of preferred stock	250,000	250,000		—	—		—		—		—		—		—		250,000
Other comprehensive loss, net																	Other comprehensive loss, net	—	—		—	—		—		—		—		(10,077)		—		(10,077)
Issuance of restricted stock	Issuance of restricted stock	82,108	82		—		(82)		—		—		—		—		Issuance of restricted stock	—	—		74,401	74		—		(74)		—		—		—		—
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)		Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(9,274)	(9)		—		(624)		—		—		—		(633)
Purchase of Company stock	Purchase of Company stock	(9,414)	(10)		—		(555)		—		—		—		(565)		Purchase of Company stock	—	—		(18,936)	(19)		—		(1,231)		—		—		—		(1,250)
Stock based compensation	Stock based compensation	—	—		—		617		—		—		—		617		Stock based compensation	—	—		—	—		—		1,056		—		—		—		1,056
Net change fair value of ESOP shares	Net change fair value of ESOP shares	—	—		—		—		—		—		(391)		(391)		Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		4,626		4,626
Common stock released by ESOP		—	—		347		—		—		—		—		347
Dividends paid ($0.38 per share)		—	—		—		—		(3,829)		—		—		(3,829)
June 30, 2021		10,111,045	$	10,111	$	(1,957)	$	66,152	$	296,900	$	5,104	$	(87,794)	$	288,516
Dividends paid ($0.41 per share)																	Dividends paid ($0.41 per share)	—	—		—	—		—		—		(4,774)		—		—		(4,774)
June 30, 2022																	June 30, 2022	250,000	$	250,000	11,627,071	$	11,627	$	—	$	122,132	$	331,239	$	(29,744)	$	(97,799)	$	587,455

January 1, 2021		10,079,277	$	10,079	$	(2,650)	$	67,742	$	273,204	$	6,875	$	(74,278)	$	280,972
January 1, 2022																	January 1, 2022	—	$	—	10,115,945	$	10,116	$	(1,401)	$	67,380	$	314,357	$	(33)	$	(100,487)	$	289,932

Net income	Net income	—	—		—		—		31,336		—		—		31,336		Net income	—	—		—	—		—		—		25,804		—		—		25,804
Issuance of preferred stock																	Issuance of preferred stock	250,000	250,000		—	—		—		—		—		—		—		250,000
Issuance of common stock for acquisition of First Trust Corporation																	Issuance of common stock for acquisition of First Trust Corporation	—	—		1,444,732	1,445		—		55,044		—		—		—		56,489
Other comprehensive loss, net	Other comprehensive loss, net	—	—		—		—		—		(1,771)		—		(1,771)		Other comprehensive loss, net	—	—		—	—		—		—		—		(29,711)		—		(29,711)
Issuance of restricted stock	Issuance of restricted stock	82,108	82		—		(82)		—		—		—		—		Issuance of restricted stock	—	—		95,768	96		—		(96)		—		—		—		—
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)		Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(10,438)	(11)		—		(701)		—		—		—		(712)
Purchase of Company stock	Purchase of Company stock	(45,863)	(46)		—		(2,387)		—		—		—		(2,433)		Purchase of Company stock	—	—		(18,936)	(19)		—		(1,231)		—		—		—		(1,250)
Stock based compensation	Stock based compensation	—	—		—		1,104		—		—		—		1,104		Stock based compensation	—	—		—	—		—		1,736		—		—		—		1,736
Net change fair value of ESOP shares	Net change fair value of ESOP shares	—	—		—		—		—		—		(13,516)		(13,516)		Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		2,688		2,688
Common stock released by ESOP	Common stock released by ESOP	—	—		693		—		—		—		—		693		Common stock released by ESOP	—	—		—	—		1,401		—		—		—		—		1,401
Dividends paid ($0.76 per share)		—	—		—		—		(7,640)		—		—		(7,640)
June 30, 2021		10,111,045	$	10,111	$	(1,957)	$	66,152	$	296,900	$	5,104	$	(87,794)	$	288,516
Dividends paid ($0.82 per share)																	Dividends paid ($0.82 per share)	—	—		—	—		—		—		(8,922)		—		—		(8,922)
June 30, 2022																	June 30, 2022	250,000	$	250,000	11,627,071	$	11,627	$	—	$	122,132	$	331,239	$	(29,744)	$	(97,799)	$	587,455

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

Table of ~~Conten~~t sContents

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


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

April 1, 2023	250,000	$	250,000	11,599,354	$	11,599	$	123,878	$	343,591	$	(37,788)	$	(96,984)	$	594,296

Net income	—	—		—	—		—		13,192		—		—		13,192
Other comprehensive loss, net	—	—		—	—		—		—		(5,851)		—		(5,851)
Issuance of restricted stock	—	—		90,023	90		(90)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(15,046)	(15)		(989)		—		—		—		(1,004)
Purchase of Company Stock	—	—		(47,661)	(48)		(2,812)		—		—		—		(2,860)
Stock based compensation	—	—		—	—		1,281		—		—		—		1,281
Net change fair value of ESOP shares	—	—		—	—		—		—		—		7,628		7,628
Dividends declared ($0.45 per share)	—	—		—	—		—		(5,231)		—		—		(5,231)
June 30, 2023	250,000	$	250,000	11,626,670	$	11,626	$	121,268	$	351,552	$	(43,639)	$	(89,356)	$	601,451

January 1, 2023	250,000	$	250,000	11,599,595	$	11,599	$	122,890	$	356,685	$	(43,074)	$	(96,984)	$	601,116
Cumulative change in accounting principle	—	—		—	—		—		(24,953)		—		—		(24,953)
Balance at January 1, 2023 (as adjusted for change in accounting principle)	250,000	250,000		11,599,595	11,599		122,890		331,732		(43,074)		(96,984)		576,163

Net income	—	—		—	—		—		30,271		—		—		30,271
Other comprehensive loss, net	—	—		—	—		—		—		(565)		—		(565)
Issuance of restricted stock	—	—		90,023	90		(90)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(15,287)	(15)		(1,005)		—		—		—		(1,020)
Purchase of Company Stock	—	—		(47,661)	(48)		(2,812)		—		—		—		(2,860)
Stock based compensation	—	—		—	—		2,285		—		—		—		2,285
Net change fair value of ESOP shares	—	—		—	—		—		—		—		7,628		7,628
Dividends paid ($0.90 per share)	—	—		—	—		—		(10,451)		—		—		(10,451)
June 30, 2023	250,000	$	250,000	11,626,670	$	11,626	$	121,268	$	351,552	$	(43,639)	$	(89,356)	$	601,451

Table of ~~Conten~~t sContents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
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	$	25,804	$	31,336	Net income per consolidated statements of income	$	30,271	$	25,804
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		451		5,926
Provision for credit losses						Provision for credit losses	1,439		451
Depreciation and amortization	Depreciation and amortization	5,051		3,840		Depreciation and amortization	5,008		5,051
Net loss on sales of premises and equipment		44		232
Net (gain) loss on sales of other real estate owned		124		(260)
Net loss on disposal of premises and equipment						Net loss on disposal of premises and equipment	325		44
Net gain on sales of other real estate owned						Net gain on sales of other real estate owned	—		124
Write-downs of other real estate-owned	Write-downs of other real estate-owned	555		167		Write-downs of other real estate-owned	277		555
Deferred income tax expense		1,489		954
Deferred income tax benefit						Deferred income tax benefit	1,137		1,489
Federal Home Loan Bank stock dividends	Federal Home Loan Bank stock dividends	(8)		(6)		Federal Home Loan Bank stock dividends	(488)		(8)
Common stock released by ESOP	Common stock released by ESOP	1,401		693		Common stock released by ESOP	—		1,401
Stock based compensation expense	Stock based compensation expense	1,736		1,104		Stock based compensation expense	2,285		1,736
Origination of loans held for sale	Origination of loans held for sale	(166,236)		(221,235)		Origination of loans held for sale	(141,964)		(166,236)
Proceeds from loans held for sale	Proceeds from loans held for sale	168,300		232,810		Proceeds from loans held for sale	134,161		168,300
Earnings on bank-owned life insurance	Earnings on bank-owned life insurance	(1,265)		(4,694)		Earnings on bank-owned life insurance	(1,326)		(1,265)
Net change in:	Net change in:					Net change in:
Accrued interest receivable and other assets	Accrued interest receivable and other assets	(3,664)		880		Accrued interest receivable and other assets	(8,282)		(3,664)
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	(3,644)		(9,116)		Accrued interest payable and other liabilities	892		(3,644)
Net cash from operating activities	Net cash from operating activities	30,138		42,631		Net cash from operating activities	23,735		30,138

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	(99,369)		(302,423)		Purchases of securities available for sale	(204,419)		(99,369)
Maturities and calls of securities available for sale	Maturities and calls of securities available for sale	41,477		60,996		Maturities and calls of securities available for sale	21,845		41,477
Purchases of securities held to maturity	Purchases of securities held to maturity	—		(19,103)		Purchases of securities held to maturity	—		—
Maturities, prepayments and calls of securities held to maturity	Maturities, prepayments and calls of securities held to maturity	5,233		33,473		Maturities, prepayments and calls of securities held to maturity	4,115		5,233
Net increase in loans	Net increase in loans	(543,140)		(109,334)		Net increase in loans	(265,708)		(543,140)
Purchases of premises and equipment	Purchases of premises and equipment	(9,517)		(2,580)		Purchases of premises and equipment	(12,861)		(9,517)
Proceeds from sales of premises and equipment	Proceeds from sales of premises and equipment	—		31		Proceeds from sales of premises and equipment	8		—
Proceeds from sales of other real estate owned	Proceeds from sales of other real estate owned	1,374		3,100		Proceeds from sales of other real estate owned	976		1,374
Investment in unconsolidated entities	Investment in unconsolidated entities	(30)		(109)		Investment in unconsolidated entities	(77)		(30)
Distributions from unconsolidated entities	Distributions from unconsolidated entities	1,753		—		Distributions from unconsolidated entities	483		1,753
Purchase of bank-owned life insurance		—		(10,000)
Proceeds from bank-owned life insurance		—		4,492
Purchases or redemptions of Federal Home Loan Bank stock		(1,044)		(163)

Purchases of Federal Home Loan Bank stock						Purchases of Federal Home Loan Bank stock	(14,776)		(1,044)
Redemptions of Federal Home Loan Bank stock						Redemptions of Federal Home Loan Bank stock	8,943		—
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	(437,289)		(341,620)		Net cash used in investing activities	(461,471)		(437,289)

Table of ~~Conten~~t sContents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(Unaudited)

(In Thousands)


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
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	$	67,790	$	119,496	Noninterest-bearing deposits	$	(125,689)	$	67,790
Money market, negotiable order of withdrawal, and savings deposits	Money market, negotiable order of withdrawal, and savings deposits	(129,848)		265,269		Money market, negotiable order of withdrawal, and savings deposits	122,379		(129,848)
Certificates of deposit	Certificates of deposit	(89,920)		(39,585)		Certificates of deposit	286,715		(89,920)
Proceeds from Federal Home Loan Bank advances						Proceeds from Federal Home Loan Bank advances	5,320,000		—
Payments on Federal Home Loan Bank advances	Payments on Federal Home Loan Bank advances	(386)		(95)		Payments on Federal Home Loan Bank advances	(5,098,019)		(386)
Proceeds from issuance of preferred stock	Proceeds from issuance of preferred stock	250,000		—		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	(20,000)		(1,750)		Payments on other borrowings	—		(20,000)
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	(8,922)		(7,640)		Cash dividends paid on common stock	(10,451)		(8,922)
Purchase of Company stock	Purchase of Company stock	(1,250)		(2,433)		Purchase of Company stock	(2,860)		(1,250)
Shares withheld to pay taxes on restricted stock vesting	Shares withheld to pay taxes on restricted stock vesting	(712)		(229)		Shares withheld to pay taxes on restricted stock vesting	(1,020)		(712)
Net cash from financing activities	Net cash from financing activities	86,727		333,033		Net cash from financing activities	491,055		86,727

Net change in cash and cash equivalents	Net change in cash and cash equivalents	(320,424)		34,044		Net change in cash and cash equivalents	53,319		(320,424)

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	137,895		664,165

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	343,741	$	671,589	Cash and cash equivalents at end of period	$	191,214	$	343,741

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Interest paid	Interest paid	$	7,374	$	7,537	Interest paid	$	51,148	$	7,374
Federal and state income tax payments	Federal and state income tax payments	3,575		7,225		Federal and state income tax payments	10,300		3,575
Acquisition of real estate in non-cash foreclosures	Acquisition of real estate in non-cash foreclosures	890		3,597		Acquisition of real estate in non-cash foreclosures	743		890
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 1one 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;~~2022; 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.~~2022. 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~~The allowance/provision for ~~loan~~credit 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~~credit losses, provision for ~~loan~~credit 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.

Effect of Recently ~~Issued But Not Yet Effective~~Adopted Accounting Standards

~~Accounting Standards Update~~

ASU 2016-13, ~~(“ASU 2016-13”),~~ “~~Financial~~“Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In June 2016, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”)~~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 previous loss estimation techniques ~~applied today will~~are still be permitted, although the inputs to those techniques ~~will change~~have changed 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~~is effective for the Company for annual and interim periods beginning on January 1, 2023. The ~~Company has a cross functional team that~~measurement of expected credit losses under the current expected credit loss (“CECL”) methodology is ~~working with third-party vendors~~applicable to ~~build~~financial assets measured at amortized cost, including loan receivables and ~~validate a model that will run parallel with the Company’s current model prior~~held-to-maturity debt securities. It also applies to ~~implementation of~~off-balance sheet credit exposures. In addition, ASU ~~2016-13. The Company expects to recognize a one-time cumulative effect adjustment~~2016-13 made changes to the accounting for available-for-sale debt securities, which includes required presentation of credit losses to be presented as an allowance ~~for loan losses~~rather than as ofa write-down when management does not intend to sell 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.securities.

~~Accounting Standards Update 2020-04 (“~~The Company adopted ASU ~~2020-04”), “Reference Rate Reform - Topic 848.”~~ ~~In March 2020,~~2016-13 using the ~~FASB issued~~modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASU ~~2020-04, which provides temporary optional expedients~~2016-13 while prior period amounts continue to be reported in accordance with the then applicable GAAP. As of January 1, 2023 the Company recognized a one-time, after-tax cumulative effect adjustment of approximately $25.0 million to retained earnings, increasing the allowance for credit losses on loans held for investment by approximately $20.7 million and ~~exceptions~~establishing an allowance for credit losses on off-balance sheet credit exposures of approximately $12.5 million due to the ~~GAAP guidance on contract modifications, hedge accounting,~~adoption of ASU 2016-13.

The Company adopted ASU 2016-13 using the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchase credit impaired (“PCI”) 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 Decemberaccounted for under ASC 310-30.

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~~31, 2022.~~ In accordance with the standard, management is not required to reassess whether PCI assets meet the criteria for PCD assets as of the date of adoption.

The ~~Company is still evaluating~~following table illustrates the impact of ASU ~~2020-04, but~~2016-13:


	January 1, 2023
(In thousands)	As Reported Under ASU 2016-13		Pre-ASU 2016-13 Adoption		Impact of ASU 2016-13 Adoption
Assets:
Allowance for credit losses on debt securities held-to-maturity	$	—	$	—	$	—
Allowance for credit losses on loans:
Commercial real estate	39,471		26,701		12,770
Residential	16,422		9,958		6,464
Commercial and industrial	6,916		4,750		2,166
Consumer and other	810		1,466		(656)
Total allowance for credit losses on loans	63,619		42,875		20,744
Liabilities:
Allowance for credit losses on off-balance sheet exposures	12,505		—		12,505
Total allowance for credit losses	$	76,124	$	42,875	$	33,249

Allowance for Credit Losses – Available-for-sale debt securities

For available-for-sale debt securities with fair value below amortized cost, when the Company does not ~~expect~~intend to sell the debt security, and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, then the Company recognizes the credit component of a decline in fair value of a debt security in income and the remaining portion in other comprehensive income (loss). Decline in fair value related to a credit loss is measured using the discounted cash flow method. Credit loss recognition is limited to the amount that the fair value of the security is less than the amortized cost. The decline in fair value is recognized by establishing an allowance for credit loss (“ACL”) through provision for credit losses. Decline in fair value related to noncredit factors is recognized in accumulated other comprehensive income, net of applicable taxes. The Company has elected to exclude accrued interest from the estimate of credit losses for available-for-sale debt securities. The Company evaluates available-for-sale security declines in fair value on a quarterly basis.

Allowance for Credit Losses – Held-to-maturity debt securities

For held-to-maturity debt securities, expected losses are evaluated and calculated on a collective basis for those securities that share risk characteristics. The Company aggregates record level securities calculations and reports the security portfolio segments based on shared risk characteristics. The only segment included in the held to maturity portfolio is states and political subdivisions, which is comprised of municipals.

The Company performs a quarterly loss reserve calculation for municipal and corporate bonds leveraging history of defaults and recoveries as well as a baseline economic forecast. A probability of default/loss-given default approach is used, with any non-rated bonds receiving a comparable rating estimate. Losses in high grade municipals, in which the Company tends to invest, have historically been very limited. The Company has elected to exclude accrued interest from the estimate of credit losses for held-to-maturity debt securities.

Allowance for Credit Losses – Loans

The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Management's determination of the adequacy of the ACL is based on an assessment of the expected credit losses on loans over the expected life of the loan. The ACL is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. Loans are charged off when management believes that the collection of the principal amount owed in full is unlikely. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Any interest that is accrued but not collected is reversed against interest

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income when a loan is placed on nonaccrual status, which typically occurs prior to charging off all, or a portion, of a loan. The Company made the policy election to exclude accrued interest receivable on loans from the estimate of credit losses.

The Company calculates estimated credit loss on its portfolio primarily using quantitative methodologies using relevant available information from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans and whether it needs to evaluate the allowance on an individual basis. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit. The Company’s segments for loans include commercial real estate, commercial and industrial, residential and consumer.

Expected credit losses are estimated over the contractual term of each loan taking into consideration expected prepayments. The contractual term excludes expected extensions, renewals, and modifications. Also included in the allowance for loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative method or the economic assumptions described above. For example, factors that the Company considers include the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due loans and non-accrual loans and current business conditions.

In addition to the ACL on loans held for investment, CECL requires a balance sheet liability for unfunded commitments, which is recognized if both of the following conditions are met: (1) the Company has a present contractual obligation to extend credit; and (2) the obligation is not unconditionally cancellable by the Company. Loan commitments may have a ~~material impact~~funded and unfunded portion, of which the liability for unfunded commitments is derived based upon the commitments to extend credit to a borrower (e.g., an estimate of expected credit losses is not established for unfunded portions of loan commitment that are unconditionally cancellable by the Company). The expected credit losses for funded portions are reported in the previously discussed ACL. The Company segments its unfunded commitment portfolio consistent with the ACL calculation. The Company incorporates the probability of funding (i.e., estimate of utilization) for each segment and then utilizes the ACL loss rates for each segment on an aggregate basis to calculate the ~~Company’s consolidated financial statements.~~allowance for unfunded commitments.

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 adoption of ASU 2022-02 in the first quarter of 2023 did not materially impact 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 Generally Accepted Accounting Principles (“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 31, 2022. The Company is ~~assessing~~still evaluating the impact of ASU ~~2022-02 and its~~2020-04, but does not expect it to have a material impact on the Company’s consolidated financial statements.

Accounting Standards Update 2022-06 (“ASU 2022-06”), “Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848.” In December 2022, the FASB issued ASU 2022-06 which provides temporary relief during the transition period in complying with ASU 2020-04. The Board included a sunset provision within Topic 848 based on expectations of when LIBOR would cease being published. At the time that ASU 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022 - 12 months after the expected cessation date of all currencies and tenors of LIBOR. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which was beyond the current sunset date of Topic 848.

Effect of Recently Issued, But Not Yet Effective Accounting Standards

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Accounting Standards Update 2023-02 (“ASU 2023-02”), “Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” In March 2023, the FASB issued ASU 2023-02 which allows entities to elect to account for tax equity investments using the proportional amortization method, regardless of the tax credit program from which the income tax credits are received, if certain conditions are met. ASU 2023-02 is effective for the Company for annual and interim periods beginning on January 1, 2024. The Company does not expect it to have a material impact on its consolidated financial statements.

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 June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In thousands except per share data)	(In thousands except per share data)	2022		2021		2022		2021		(In thousands except per share data)	2023		2022		2023		2022
Net income	Net income	$	16,115	$	14,064	$	25,804	$	31,336	Net income	$	13,192	$	16,115	$	30,271	$	25,804

Weighted average common shares outstanding	Weighted average common shares outstanding	11,460		9,957		10,959		9,937		Weighted average common shares outstanding	11,424		11,460		11,419		10,959
Diluted effect of unallocated stock	Diluted effect of unallocated stock	—		44		9		46		Diluted effect of unallocated stock	—		—		—		9
Diluted effect of stock-based awards	Diluted effect of stock-based awards	58		62		66		55		Diluted effect of stock-based awards	13		58		37		66
Diluted common shares	Diluted common shares	11,518		10,063		11,034		10,038		Diluted common shares	11,437		11,518		11,456		11,034

Basic earnings per common share	Basic earnings per common share	$	1.41	$	1.41	$	2.35	$	3.15	Basic earnings per common share	$	1.15	$	1.41	$	2.65	$	2.35
Diluted earnings per common share	Diluted earnings per common share	$	1.40	$	1.40	$	2.34	$	3.12	Diluted earnings per common share	$	1.15	$	1.40	$	2.64	$	2.34

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

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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~~into the Florida panhandle market as well as synergies expected as a result of the combined operations, is not deductible for tax purposes.

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~~4,584
Total assets acquired	$	~~1,296,683~~1,298,204
Liabilities assumed:
Deposits	$	1,212,712
Subordinated debentures	21,733
Other liabilities	~~3,730~~4,187
Total liabilities assumed	$	~~1,238,175~~1,238,632
Net assets acquired			~~58,508~~59,572
Goodwill			$	~~61,220~~60,156

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~~$1.0 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~~deteriorated loans were insignificant. In the third quarter of 2022, the Company increased the fair value of other real estate and deferred tax assets resulting in a corresponding decrease to goodwill of $1.1 million.

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.~~2022. 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.~~2022.

Three Months Ended June 30, Six Months Ended June 30,
(In thousands, except per share data) 2022 2021 2022 2021
Net interest income $ 49,180 $ 52,579 $ 103,053 $ 105,727
Other operating income 17,510 20,227 38,052 43,081
Net income available to common shareholders 14,385 17,342 28,309 38,849
Earnings per common share:
Basic $ 1.26 $ 1.52 $ 2.48 $ 3.41
Diluted 1.25 1.51 2.46 3.38

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	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands, except per share data)	2022		2022
Net interest income	$	49,180	$	103,053
Other operating income	17,510		38,052
Net income available to common shareholders	14,385		28,309
Earnings per common share:
Basic	$	1.26	$	2.48
Diluted	1.25		2.46

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
June 30, 2022:
June 30, 2023:										June 30, 2023:
U.S. Treasuries	U.S. Treasuries	$	35,669	$	—	$	940	$	34,729	U.S. Treasuries	$	197,136	$	45	$	817	$	196,364
U.S. Government agency obligations	U.S. Government agency obligations	396,361		167		27,134		369,394		U.S. Government agency obligations	444,078		135		32,826		411,387
Residential mortgage-backed securities	Residential mortgage-backed securities	115,576		71		6,863		108,784		Residential mortgage-backed securities	99,015		6		11,502		87,519
Commercial mortgage-backed securities	Commercial mortgage-backed securities	14,075		—		1,208		12,867		Commercial mortgage-backed securities	13,744		—		1,762		11,982
Asset-backed securities	Asset-backed securities	11,675		98		171		11,602		Asset-backed securities	7,533		91		63		7,561
Corporate investments	Corporate investments	48,000		53		1,928		46,125		Corporate investments	52,959		—		9,124		43,835
State and political subdivisions	State and political subdivisions	45,277		53		1,804		43,526		State and political subdivisions	49,753		78		2,369		47,462
Total available for sale	Total available for sale	$	666,633	$	442	$	40,048	$	627,027	Total available for sale	$	864,218	$	355	$	58,463	$	806,110

December 31, 2021:
December 31, 2022:										December 31, 2022:
U.S. Treasuries										U.S. Treasuries	$	35,814	$	—	$	1,235	$	34,579
U.S. Government agency obligations	U.S. Government agency obligations	$	354,774	$	256	$	4,780	$	350,250	U.S. Government agency obligations	414,251		246		35,761		378,736
Residential mortgage-backed securities	Residential mortgage-backed securities	107,772		2,312		297		109,787		Residential mortgage-backed securities	105,580		13		11,461		94,132
Commercial mortgage-backed securities	Commercial mortgage-backed securities	14,286		41		51		14,276		Commercial mortgage-backed securities	13,812		—		1,742		12,070
Asset backed securities	Asset backed securities	12,730		421		44		13,107		Asset backed securities	10,289		54		123		10,220
Corporate investments	Corporate investments	43,500		1,138		128		44,510		Corporate investments	51,000		—		4,967		46,033
State and political subdivisions	State and political subdivisions	43,596		1,200		112		44,684		State and political subdivisions	50,530		77		2,457		48,150
Total available for sale	Total available for sale	$	576,658	$	5,368	$	5,412	$	576,614	Total available for sale	$	681,276	$	390	$	57,746	$	623,920

Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. All mortgage-backed securities in the above tables were issued or guaranteed by U.S. government agencies or sponsored agencies. At June 30, 2023, the Company had no allowance for credit losses on available for sale securities.

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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
June 30, 2022:
June 30, 2023:										June 30, 2023:
States and political subdivisions	States and political subdivisions	$	66,359	$	11	$	124	$	66,246	States and political subdivisions	$	58,118	$	—	$	223	$	57,895
Total held to maturity	Total held to maturity	$	66,359	$	11	$	124	$	66,246	Total held to maturity	$	58,118	$	—	$	223	$	57,895

December 31, 2021:
December 31, 2022:										December 31, 2022:
States and political subdivisions	States and political subdivisions	$	71,648	$	436	$	—	$	72,084	States and political subdivisions	$	62,274	$	—	$	206	$	62,068
Total held to maturity	Total held to maturity	$	71,648	$	436	$	—	$	72,084	Total held to maturity	$	62,274	$	—	$	206	$	62,068

~~All mortgage-backed securities in~~At June 30, 2023, the ~~above tables were issued or guaranteed by U.S. government agencies or sponsored agencies.~~Company had no allowance for credit losses on held to maturity securities.

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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)
June 30, 2022:
June 30, 2023:														June 30, 2023:
Available for sale:	Available for sale:													Available for sale:
U.S. Treasuries	U.S. Treasuries	$	34,729	$	940	$	—	$	—		34,729	$	940	U.S. Treasuries	$	41,605	$	37	$	30,174	$	780	$	71,779	$	817
U.S. Government agencies	U.S. Government agencies	236,812		17,123		127,649		10,011			364,461	27,134		U.S. Government agencies	46,851		895		342,529		31,931		389,380		32,826
Residential mortgage-backed securities	Residential mortgage-backed securities	101,307		6,863		—		—			101,307	6,863		Residential mortgage-backed securities	6,051		205		80,823		11,297		86,874		11,502
Commercial mortgage-backed securities	Commercial mortgage-backed securities	12,867		1,208		—		—			12,867	1,208		Commercial mortgage-backed securities	—		—		11,982		1,762		11,982		1,762
Asset backed securities	Asset backed securities	4,148		91		1,929		80			6,077	171		Asset backed securities	1,371		2		1,605		61		2,976		63
Corporate investments	Corporate investments	39,144		1,856		1,928		72			41,072	1,928		Corporate investments	11,507		1,451		32,328		7,673		43,835		9,124
States and political subdivisions	States and political subdivisions	28,502		1,250		4,740		554			33,242	1,804		States and political subdivisions	21,851		541		20,575		1,828		42,426		2,369
		$	457,509	$	29,331	$	136,246	$	10,717		593,755	$	40,048		$	129,236	$	3,131	$	520,016	$	55,332	$	649,252	$	58,463

Held to maturity:	Held to maturity:													Held to maturity:
States and political subdivisions	States and political subdivisions	$	7,708	$	124	$	—	$	—		7,708	$	124	States and political subdivisions	$	3,795	$	87	$	3,750	$	136	$	7,545	$	223
		$	7,708	$	124	$	—	$	—		7,708	$	124		$	3,795	$	87	$	3,750	$	136	$	7,545	$	223

December 31, 2021:
December 31, 2022:														December 31, 2022:
Available for sale:	Available for sale:													Available for sale:
U.S. Treasuries														U.S. Treasuries	$	34,579	$	1,235	$	—	$	—	$	34,579	$	1,235
U.S. Government agencies	U.S. Government agencies	$	314,614	$	4,780	$	—	$	—		314,614	$	4,780	U.S. Government agencies	78,676		4,830		285,994		30,931		364,670		35,761
Residential mortgage-backed securities	Residential mortgage-backed securities	15,216		297		—		—			15,216	297		Residential mortgage-backed securities	81,992		8,935		11,258		2,526		93,250		11,461
Commercial mortgage-backed securities	Commercial mortgage-backed securities	8,376		51		—		—			8,376	51		Commercial mortgage-backed securities	4,860		594		7,210		1,148		12,070		1,742
Asset backed securities	Asset backed securities	2,272		8		2,192		36			4,464	44		Asset backed securities	1,169		7		3,499		116		4,668		123
Corporate investments	Corporate investments	11,372		128		—		—			11,372	128		Corporate investments	36,958		4,042		7,076		925		44,034		4,967
States and political subdivisions	States and political subdivisions	6,117		112		—		—			6,117	112		States and political subdivisions	36,655		1,781		5,084		676		41,739		2,457
		$	357,967	$	5,376	$	2,192	$	36		360,159	$	5,412		$	274,889	$	21,424	$	320,121	$	36,322	$	595,010	$	57,746

Held to maturity:														Held to maturity:
States and political subdivisions														States and political subdivisions	$	9,259	$	206	$	—	$	—	$	9,259	$	206
															$	9,259	$	206	$	—	$	—	$	9,259	$	206

The number of debt securities in an unrealized loss position ~~increased~~decreased from 82359 at December 31, ~~2021~~2022 to ~~296~~338 at June 30, ~~2022.~~2023. 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 June 30, ~~2022.~~2023.

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
Amortized Fair Amortized Fair
(In thousands) Cost Value Cost Value
June 30, 2022:
One year or less $ 12,405 $ 12,216 $ 8,170 $ 8,169
After one through five years 354,342 335,018 46,172 46,099
After five through ten years 169,022 156,083 9,807 9,768
After ten years 130,864 123,710 2,210 2,210
$ 666,633 $ 627,027 $ 66,359 $ 66,246

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	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value
June 30, 2023:
One year or less	$	264,104	$	261,766	$	5,997	$	5,978
After one through five years	370,859		343,157		44,173		44,011
After five through ten years	121,534		105,047		6,308		6,266
After ten years	107,721		96,140		1,640		1,640
	$	864,218	$	806,110	$	58,118	$	57,895

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.

Available for Sale Held to Maturity
Amortized Fair Amortized Fair
(In thousands) Cost Value Cost Value
June 30, 2022 $ 459,420 $ 428,934 $ 35,775 $ 35,693
December 31, 2021 $ 451,402 $ 450,480 $ 38,704 $ 39,102


	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value
June 30, 2023	$	153,527	$	144,737	$	475	$	469

December 31, 2022	$	492,206	$	451,638	$	35,734	$	35,562

The Company monitors the credit quality of held-to-maturity debt securities through the use of credit ratings. The Company monitors the credit rating on a quarterly basis. The following table summarizes the amortized cost basis of held-to-maturity debt securities at June 30, 2023 by credit rating:


(In thousands)	June 30, 2023
State and political subdivisions held-to-maturity:
S&P: AA+, AA, AA- / Moody's: Aa1, Aa2, Aa3	$	5,206
S&P: A+, A, A- / Moody's: A1, A2, A3	961
S&P: BBB+, BBB, BBB- / Moody's: Baa, Ba, B	496
Not rated	51,455
	$	58,118

Note 5: Loans

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


(In thousands)	(In thousands)	June 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Secured by real estate:	Secured by real estate:					Secured by real estate:
Residential properties	Residential properties	$	1,236,278	$	774,699	Residential properties	$	1,494,751	$	1,403,974
Construction and land development	Construction and land development	834,809		543,763		Construction and land development	813,512		772,357
Farmland	Farmland	242,640		211,503		Farmland	301,778		283,832
Other commercial	Other commercial	2,050,729		1,396,085		Other commercial	2,587,757		2,467,216
Total real estate	Total real estate	4,364,456		2,926,050		Total real estate	5,197,798		4,927,379
Commercial and industrial loans	Commercial and industrial loans	592,810		527,102		Commercial and industrial loans	699,305		706,466
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	84,007		86,520		Agricultural production and other loans to farmers	92,885		80,770
Consumer and other loans	Consumer and other loans	118,433		79,500		Consumer and other loans	98,826		109,534
Total loans before allowance for loan losses		$	5,159,706	$	3,619,172
Total loans before allowance for credit losses						Total loans before allowance for credit losses	$	6,088,814	$	5,824,149

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

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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.

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

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are considered past due. ~~Current year~~When a loan is placed on non-accrual status, any interest ~~previously recorded,~~that is accrued, but ~~deemed~~ not ~~collectible,~~collected, is reversed ~~and charged~~ against ~~current year~~interest 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~~amortized cost basis of nonaccrual loans, segregated by ~~class.~~class as of June 30, 2023.

~~Table of Contents~~


(In thousands)	(In thousands)	June 30, 2022		December 31, 2021		(In thousands)	Total Nonaccrual		Nonaccrual with no Allowance for Credit Loss		Past Due 90 days or more and Accruing
Secured by real estate:	Secured by real estate:					Secured by real estate:
Residential properties	Residential properties	$	2,878	$	3,154	Residential properties	$	2,287	$	—	$	1,170
Construction and land development	Construction and land development	40		51		Construction and land development	—		—		—
Farmland	Farmland	968		1,327		Farmland	670		—		59
Other commercial	Other commercial	3,105		1,176		Other commercial	1,725		—		1,640
Total real estate	Total real estate	6,991		5,708		Total real estate	4,682		—		2,869
Commercial and industrial loans	Commercial and industrial loans	1,625		20		Commercial and industrial loans	92		—		187
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	14		3		Agricultural production and other loans to farmers	—		—		—
Consumer and other loans	Consumer and other loans	26		166		Consumer and other loans	—		—		44
Total nonaccrual loans		$	8,656	$	5,897
Total						Total	$	4,774	$	—	$	3,100

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the six months ended June 30, 2023, there were no significant changes to the collateral which secures the collateral-dependent loans, whether due to general deterioration or other reason. The following table presents the amortized cost basis of collateral-dependent loans by class and collateral type as of June 30, 2023.


(In thousands)	Real Estate		Enterprise Value		Accounts Receivable & Inventory
Secured by real estate:
Residential properties	$	—	$	—	$	—
Construction and land development	—		—		—
Farmland	—		—		—
Other commercial	2,913		1,527		—
Total real estate	2,913		1,527		—
Commercial and industrial loans	—		—		9,015
Agricultural production and other loans to farmers	—		—		—
Consumer loans	—		—		—
Total	$	2,913	$	1,527	$	9,015

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

(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
June 30, 2022
Secured by real estate:
Residential properties $ 6,850 $ 1,527 $ 8,377 $ 1,227,901 $ 1,236,278 $ 694
Construction and land development 368 951 1,319 833,490 834,809 951
Farmland 868 972 1,840 240,800 242,640 —
Other commercial 875 1,677 2,552 2,048,177 2,050,729 385
Total real estate 8,961 5,127 14,088 4,350,368 4,364,456 2,030
Commercial and industrial loans 3,304 301 3,605 589,205 592,810 218
Agricultural production and other loans to farmers 128 182 310 83,697 84,007 168
Consumer loans 344 48 392 118,041 118,433 21
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.

1619

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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.


(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans
June 30, 2023
Secured by real estate:
Residential properties	$	6,108	$	2,086	$	8,194	$	1,486,557	$	1,494,751
Construction and land development	526		—		526		812,986		813,512
Farmland	569		738		1,307		300,471		301,778
Other commercial	1,387		1,989		3,376		2,584,381		2,587,757
Total real estate	8,590		4,813		13,403		5,184,395		5,197,798
Commercial and industrial loans	2,815		234		3,049		696,256		699,305
Agricultural production and other loans to farmers	12		—		12		92,873		92,885
Consumer loans	324		44		368		98,458		98,826
Total	$	11,741	$	5,091	$	16,832	$	6,071,982	$	6,088,814

~~Impaired~~


(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans
December 31, 2022
Secured by real estate:
Residential properties	$	5,869	$	2,015	$	7,884	$	1,396,090	$	1,403,974
Construction and land development	526		1,578		2,104		770,253		772,357
Farmland	566		1,391		1,957		281,875		283,832
Other commercial	1,498		774		2,272		2,464,944		2,467,216
Total real estate	8,459		5,758		14,217		4,913,162		4,927,379
Commercial and industrial loans	902		677		1,579		704,887		706,466
Agricultural production and other loans to farmers	126		—		126		80,644		80,770
Consumer loans	1,530		697		2,227		107,307		109,534
Total	$	11,017	$	7,132	$	18,149	$	5,806,000	$	5,824,149

Modifications to Borrowers Experiencing Financial Difficulty –From time to time, the Company may modify certain loans ~~segregated by class were as follows:~~

June 30, 2022
Principal Recorded Related
(In thousands) Balance
Balance (1)
Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties $ 6,983 $ 4,701 $ —
Construction and land development 2,196 654 —
Farmland 1,397 977 —
Other commercial 7,515 6,100 —
Total real estate 18,091 12,432 —
Commercial and industrial 13,906 12,833 —
Agricultural production and other loans to farmers 40 14 —
Consumer and other loans 247 26 —
Total $ 32,284 $ 25,305 $ —
Impaired loans with related allowance:
Secured by real estate:
Residential properties $ 805 $ 805 $ 7
Construction and land development — — —
Farmland — — —
Other commercial — — —
Total real estate 805 805 7
Commercial and industrial 372 372 132
Agricultural production and other loans to farmers — — —
Consumer and other loans — — —
Total 1,177 1,177 139
Total impaired loans $ 33,461 $ 26,482 $ 139

~~(1) Recorded balance represents~~to borrowers who are experiencing financial difficulty. In some cases, these modifications result in new loans. Loan modifications to borrowers experiencing financial difficulty may be in the ~~carrying value – the contractual~~form of principal ~~obligation due from the customer less charge offs and payments applied.~~

~~Table~~forgiveness, interest rate reduction, term extension, other-than-significant payment delay or a combination thereof, among other things. During both of ~~Contents~~

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.~~

~~Table of Contents~~

~~The average recorded investment and interest recognized for impaired loans for~~ the six months ended June 30, 2023 and 2022, ~~and 2021 are presented below.~~
Three Months Ended June 30,
2022 2021
Average Interest Average Interest
(In thousands) Investment Recognized Investment Recognized
Secured by real estate:
  Residential properties $ 5,085 $ 10 $ 6,685 $ 27
  Construction and land development 1,119 27 2,186 28
  Farmland 1,806 — 9,775 128
  Other commercial 5,524 41 6,125 58
    Total real estate 13,534 78 24,771 241
Commercial and industrial 13,733 112 21,702 262
Agricultural production and other loans to farmers 14 — 54 —
Consumer loans 26 — 187 —
    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~~there were no modifications ~~classified as TDRs for the six months ended 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 June 30, 2022 and December 31, 2021.borrowers experiencing financial difficulty.

Note 6: Allowance for ~~Loan~~Credit Losses

On January 1, 2023, the Company adopted ASU 2016-13, which replaces the incurred loss methodology with an expected loss methodology that is referred to as CECL. See Note 1, Basis of Presentation. As a result of implementing CECL, there was a one-time adjustment to the 2023 opening allowance balance of approximately $20.7 million.

As management evaluates the allowance for ~~loan~~credit 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 individually evaluated or deemed ~~impaired~~collateral-dependent 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.

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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:

~~Table of Contents~~

•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. 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.

Pass loans for the Company include loans in Risk Grades 1 - 6. Classified loans for the Company include loans in Risk Grades 8, 9 and 10. Loans may be classified but not considered ~~impaired,~~individually evaluated or collateral-dependent, due to one of the following reasons: (i) the loan falls below the established minimum dollar thresholds for ~~loan impairment testing~~individual evaluation or (ii) the loan was ~~tested for impairment,~~individually evaluated, but not deemed to be ~~impaired.~~collateral-dependent.

The following table reflects loans by credit quality indicator and origination year at June 30, 2023. Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at June 30, 2023.

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	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
Residential real estate:
Pass	$	160,548	$	445,706	$	329,396	$	137,374	$	55,555	$	94,057	$	258,322	$	1,480,958
Special mention	—		—		—		—		—		—		—		—
Classified	80		1,042		2,078		2,465		1,545		5,230		1,353		13,793
Total residential real estate	$	160,628	$	446,748	$	331,474	$	139,839	$	57,100	$	99,287	$	259,675	$	1,494,751
Current period gross write offs	$	—	$	—	$	1	$	32	$	—	$	143	$	2	$	178

Construction & land development:
Pass	$	25,622	$	65,499	$	15,339	$	4,629	$	7,052	$	8,051	$	684,876	$	811,068
Special mention	—		42		—		—		—		—		—		42
Classified	—		87		9		1,003		1,259		12		32		2,402
Total construction & land development	$	25,622	$	65,628	$	15,348	$	5,632	$	8,311	$	8,063	$	684,908	$	813,512
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	7	$	—	$	7

Farmland:
Pass	$	21,223	$	87,058	$	33,149	$	29,396	$	15,514	$	26,373	$	86,455	$	299,168
Special mention	—		—		—		—		—		—		—		—
Classified	22		153		589		118		65		1,411		252		2,610
Total farmland	$	21,245	$	87,211	$	33,738	$	29,514	$	15,579	$	27,784	$	86,707	$	301,778
Current period gross write offs	$	—	$	3	$	2	$	—	$	—	$	109	$	—	$	114

Other commercial real estate:
Pass	$	126,216	$	517,955	$	411,413	$	256,570	$	123,526	$	229,514	$	910,237	$	2,575,431
Special mention	—		—		—		—		—		—		—		—
Classified	107		1,706		2,706		557		2,557		3,485		1,208		12,326
Total other commercial real estate	$	126,323	$	519,661	$	414,119	$	257,127	$	126,083	$	232,999	$	911,445	$	2,587,757
Current period gross write offs	$	—	$	—	$	56	$	—	$	—	$	—	$	—	$	56

Commercial & industrial loans:
Pass	$	63,301	$	172,135	$	100,616	$	45,688	$	30,482	$	11,796	$	262,844	$	686,862
Special mention	—		—		—		—		—		—		—		—
Classified	49		711		95		479		139		10,569		401		12,443
Total commercial & industrial loans	$	63,350	$	172,846	$	100,711	$	46,167	$	30,621	$	22,365	$	263,245	$	699,305
Current period gross write offs	$	—	$	62	$	52	$	2	$	16	$	7	$	178	$	317

Table of Contents


	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
Agricultural production & other loans to farmers:
Pass	$	9,352	$	10,338	$	5,088	$	4,140	$	1,443	$	739	$	61,700	$	92,800
Special mention	—		—		—		—		—		—		—		—
Classified	—		7		—		54		11		13		—		85
Total agricultural production & other loans to farmers	$	9,352	$	10,345	$	5,088	$	4,194	$	1,454	$	752	$	61,700	$	92,885
Current period gross write offs	$	—	$	5	$	—	$	—	$	—	$	—	$	8	$	13


Consumer & other loans:
Pass	$	24,685	$	24,416	$	7,623	$	5,517	$	1,099	$	493	$	34,912	$	98,745
Special mention	—		—		—		—		—		—		—		—
Classified	3		12		15		1		—		11		39		81
Total consumer & other loans	$	24,688	$	24,428	$	7,638	$	5,518	$	1,099	$	504	$	34,951	$	98,826
Current period gross write offs	$	1,388	$	111	$	32	$	35	$	11	$	9	$	14	$	1,600

The following table summarizes the credit quality of the Company’s loan portfolio by loan class at December 31, 2022:


	Risk Grades		Risk Grade		Risk Grade		Risk Grade
(In thousands)	1-6		7		8		9		Total
December 31, 2022
Secured by real estate:
Residential properties	$	1,391,039	$	—	$	12,852	$	83	$	1,403,974
Construction and land development	768,699		303		3,355		—		772,357
Farmland	280,522		—		3,310		—		283,832
Other commercial	2,456,708		—		10,384		124		2,467,216
Total real estate	4,896,968		303		29,901		207		4,927,379
Commercial and industrial	693,963		—		12,503		—		706,466
Agricultural production and other loans to farmers	80,524		—		246		—		80,770
Consumer and other loans	108,279		—		1,255		—		109,534
Total	$	5,779,734	$	303	$	43,905	$	207	$	5,824,149

The allowance for credit loss represents the ~~period indicated:~~estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The lifetime estimate also considers economic conditions. During the second quarter of 2023, the U.S. economy continued to experience volatility and there remains uncertainty surrounding future economic conditions as a result of supply chain disruptions, labor shortages, and the conflict in Ukraine. Although management

2023

Table of Contents

Risk Grades Risk Grade Risk Grade Risk Grade
(In thousands) 1-6 7 8 9 Total
June 30, 2022
Secured by real estate:
Residential properties $ 1,223,487 $ 173 $ 12,575 $ 43 $ 1,236,278
Construction and land development 828,538 4,107 2,164 — 834,809
Farmland 240,290 — 2,350 — 242,640
Other commercial 2,022,765 12,521 15,443 — 2,050,729
Total real estate 4,315,080 16,801 32,532 43 4,364,456
Commercial and industrial 577,509 — 14,047 1,254 592,810
Agricultural production and other loans to farmers 83,898 — 109 — 84,007
Consumer and other loans 118,330 — 103 — 118,433
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
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 credit losses.

Transactions in the allowance for ~~loan~~credit 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 June 30, 2023
Allowance for credit losses:
Beginning balance	$	6,404	$	40,494	$	16,420	$	1,085	$	64,403
Provision for credit losses	(80)		(175)		937		104		786
Recoveries on loans	115		97		67		558		837
Loans charged off	(29)		(106)		(5)		(657)		(797)
Ending balance	$	6,410	$	40,310	$	17,419	$	1,090	$	65,229

Six Months Ended June 30, 2023
Allowance for loan losses:
Beginning balance	$	4,750	$	26,701	$	9,958	$	1,466	$	42,875
Impact of adopting ASU 2016-13	2,166		12,770		6,464		(656)		20,744
Provision for credit losses	(392)		804		1,050		744		2,206
Recoveries on loans	203		212		125		1,149		1,689
Loans charged off	(317)		(177)		(178)		(1,613)		(2,285)
Ending balance	$	6,410	$	40,310	$	17,419	$	1,090	$	65,229

Period End Allowance Balance Allocated To:
Individually evaluated	$	227	$	—	$	—	$	—	$	227
Collectively evaluated	6,183		40,310		17,419		1,090		65,002
Ending balance	$	6,410	$	40,310	$	17,419	$	1,090	$	65,229

The allowance for credit losses increased for the six months ended June 30, 2023 primarily as a result of the adoption of ASU 2016-13. Accrued interest receivable on loans, reported as a component of accrued interest receivable on the balance sheet, totaled approximately $21.5 million at June 30, 2023 and is excluded from the estimate of credit losses.

Table of Contents

(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) Commercial and Industrial Commercial Real Estate Residential Consumer and other Total
Three Months Ended June 30, 2021
Allowance for loan losses:
Beginning balance $ 6,135 $ 22,616 $ 9,439 $ 1,851 $ 40,041
Provision for loan losses 422 510 648 457 2,037
Recoveries on loans 197 239 197 715 1,348
Loans charged off (261) (314) (50) (797) (1,422)
Balance, end of year $ 6,493 $ 23,051 $ 10,234 $ 2,226 $ 42,004
Six Months Ended June 30, 2021
Allowance for loan losses:
Beginning balance $ 6,337 $ 20,163 $ 7,900 $ 1,600 $ 36,000
Provision for loan losses 132 2,865 2,229 700 5,926
Recoveries on loans 304 652 281 1,597 2,834
Loans charged off (280) (629) (176) (1,671) (2,756)
Ending balance $ 6,493 $ 23,051 $ 10,234 $ 2,226 $ 42,004
Period End Allowance Balance Allocated To:
Individually evaluated for impairment $ 1,728 $ 302 $ 9 $ — $ 2,039
Collectively evaluated for impairment 4,765 22,749 10,225 2,226 39,965
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:~~


(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
June 30, 2022
Three Months Ended June 30, 2022												Three Months Ended June 30, 2022
Allowance for loan losses:												Allowance for loan losses:
Beginning balance												Beginning balance	$	6,052	$	26,912	$	9,603	$	1,671	$	44,238
Provision for loan losses												Provision for loan losses	(1,063)		635		146		516		234
Recoveries on loans												Recoveries on loans	58		413		55		770		1,296
Loans charged off												Loans charged off	(921)		(3)		(530)		(961)		(2,415)
Balance, end of year												Balance, end of year	$	4,126	$	27,957	$	9,274	$	1,996	$	43,353

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

Period End Allowance Balance Allocated To:												Period End Allowance Balance Allocated To:
Individually evaluated for impairment	Individually evaluated for impairment	$	13,121	$	4,584	$	2,149	$	—	$	19,854	Individually evaluated for impairment	$	132	$	—	$	7	$	—	$	139
Collectively evaluated for impairment	Collectively evaluated for impairment	579,689		3,123,594		1,234,129		202,440		5,139,852		Collectively evaluated for impairment	3,994		27,957		9,267		1,996		43,214
Ending balance	Ending balance	$	592,810	$	3,128,178	$	1,236,278	$	202,440	$	5,159,706	Ending balance	$	4,126	$	27,957	$	9,274	$	1,996	$	43,353

December 31, 2021
Individually evaluated for impairment		$	21,822	$	3,434	$	1,640	$	166	$	27,062
Collectively evaluated for impairment		505,280		2,147,917		773,059		165,854		3,592,110
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~~

In 2019, the federal bank regulatory agencies finalized a rule that simplifies capital requirements for qualifying community banks by providing an option to use a simple leverage ratio to measure capital adequacy ~~guidelines~~ and ~~the regulatory~~to not calculate risk-based capital ratios. A qualifying community bank has less than $10 billion in total consolidated assets, limited amounts of off-balance-sheet exposures and trading assets and liabilities, and a leverage ratio greater than 9.0%. The community bank leverage ratio (“CBLR”) framework ~~for prompt corrective action,~~was effective on January 1, 2020, and the Company and the Bank ~~must meet specific~~elected to adopt the optional CBLR framework in the third quarter of 2022, as an alternative to the generally applicable 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 judgmentsrules.

A final rule adopted by the ~~regulators about components, risk weightings and other factors.~~

~~The U.S. capital rules, which~~federal banking agencies in ~~substance adopted~~February 2019 provides banking organizations with the ~~international Basel III Capital Rules and accordingly are referred~~option 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~~phase 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~~three-year period, the adverse day-one regulatory 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 amounteffects of the ~~shortfall.~~adoption of CECL. The ~~capital conservation buffer, which is 2.50%, is included~~Company adopted CECL in the ~~minimum capital requirements relative~~first quarter of 2023 and has elected to ~~risk-weighted assets in~~utilize the ~~following table. Management believes as of June 30, 2022 and December 31, 2021, the Company and the Bank met Basel III minimum capital requirements to which they are subject.~~

three-year transition period.

The Bank is also subject to capital requirements under the prompt corrective action regime. ~~As of 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 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.

2325

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Tier 1 capital includes CET1 capital and additional Tier 1 capital. For the Company, additional Tier 1 capital at 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 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 asCompany. As of 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~~2023, the Bank ~~includes~~maintained a ~~permissible portion~~leverage ratio of more than 9.0% and, as an institution has elected to adopt the ~~allowance for loan losses. In addition, Tier 2 capital at June 30, 2022 and December 31, 2021 for~~CBLR framework, the ~~Company includes $80.5 million and $58.8 million, respectively, of subordinated debentures. Capital levels required to be considered~~Bank was therefore well capitalized ~~are based upon~~under the regulatory framework for prompt corrective ~~action regulations.~~action.

The following table presents actual and required capital ratios for the Company and the Bank under the ~~Basel III rules.~~CBLR and prompt corrective action regulations for the relevant periods.

Actual Minimum Requirement Required to be
Well Capitalized
(In thousands) Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio
June 30, 2022:
Company:
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 693,031 12.41 % 474,789 8.50 % 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 693,031 10.83 % 255,955 4.00 % N/A N/A
Bank:
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 606,332 10.87 % 474,223 8.50 % 446,327 8.00 %
Total Capital to Risk-Weighted Assets 649,685 11.65 % 585,804 10.50 % 557,909 10.00 %
Tier 1 Capital to Average Assets 606,332 9.49 % 255,647 4.00 % 319,559 5.00 %
December 31, 2021:
Company:
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 %


	Actual				Minimum Requirement to be Well Capitalized
(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio
June 30, 2023:
Company:




Community Bank Leverage Ratio	$	733,707	10.00	%	$	660,411	9.00	%

Bank:




Community Bank Leverage Ratio	$	682,869	9.32	%	$	659,762	9.00	%


	Actual				Minimum Requirement to be Well Capitalized
(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio
December 31, 2022:
Company:




Community Bank Leverage Ratio	$	721,001	10.54	%	$	615,566	9.00	%

Bank:




Community Bank Leverage Ratio	$	636,007	9.31	%	$	614,973	9.00	%

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

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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 June 30, ~~2022~~2023 or December 31, ~~2021.~~2022. The Company’s treasury department and Asset Liability Management Committee review the aggregate fair values of the securities portfolio.

~~Impaired loans -~~Individually Evaluated Loans with Credit Losses – 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~~to determine if any credit loss exists on a non-recurring basis. Allowable methods for determining the amount of ~~impairment~~the credit loss include estimating fair value using the fair value of the collateral for collateral-dependent loans. Specific allowances for ~~impaired~~these 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~~collateral-dependent. Loans that are primarily collateral dependent loans ~~and~~ are assessed using a fair value approach. Fair value estimates for ~~collateral dependent~~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~~Loans that have experienced a credit loss 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~~collateral-dependent 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.

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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
June 30, 2022
June 30, 2023										June 30, 2023
U.S. Treasuries	U.S. Treasuries	$	34,729	$	—	$	34,729	$	—	U.S. Treasuries	$	196,364	$	—	$	196,364	$	—
U.S. Government agency obligations	U.S. Government agency obligations	369,394		—		369,394		—		U.S. Government agency obligations	411,387		—		411,387		—
Residential mortgage-backed securities	Residential mortgage-backed securities	108,784		—		108,784		—		Residential mortgage-backed securities	87,519		—		87,519		—
Commercial mortgage-backed securities	Commercial mortgage-backed securities	12,867		—		12,867		—		Commercial mortgage-backed securities	11,982		—		11,982		—
Asset-backed securities	Asset-backed securities	11,602		—		11,602		—		Asset-backed securities	7,561		—		7,561		—
Corporate investments	Corporate investments	46,125		—		46,125		—		Corporate investments	43,835		—		43,835		—
State and political subdivisions	State and political subdivisions	43,526		—		43,526		—		State and political subdivisions	47,462		—		47,462		—
Total securities available for sale	Total securities available for sale	$	627,027	$	—	$	627,027	$	—	Total securities available for sale	$	806,110	$	—	$	806,110	$	—


December 31, 2021
December 31, 2022										December 31, 2022
U.S. Treasuries										U.S. Treasuries	$	34,579	$	—	$	34,579	$	—
U.S. Government agency obligations	U.S. Government agency obligations	$	350,250	$	—	$	350,250	$	—	U.S. Government agency obligations	378,736		—		378,736		—
Residential mortgage-backed securities	Residential mortgage-backed securities	109,787		—		109,787		—		Residential mortgage-backed securities	94,132		—		94,132		—
Commercial mortgage-backed securities	Commercial mortgage-backed securities	14,276		—		14,276		—		Commercial mortgage-backed securities	12,070		—		12,070		—
Asset backed securities	Asset backed securities	13,107		—		13,107		—		Asset backed securities	10,220		—		10,220		—
Corporate investments	Corporate investments	44,510		—		44,510		—		Corporate investments	46,033		—		46,033		—
State and political subdivisions	State and political subdivisions	44,684		—		44,684		—		State and political subdivisions	48,150		—		48,150		—
Total securities available for sale	Total securities available for sale	$	576,614	$	—	$	576,614	$	—	Total securities available for sale	$	623,920	$	—	$	623,920	$	—

Assets measured at fair value on a non-recurring basis are summarized below.
Fair Fair Value Measurements Using
(In thousands) Value Level 1 Level 2 Level 3
Impaired loans, net of allowance for loan losses:
June 30, 2022 $ 26,343 $ — $ — $ 26,343
December 31, 2021 $ 33,570 $ — $ — $ 33,570
Other real estate owned:
June 30, 2022 $ 6,462 $ — $ — $ 6,462
December 31, 2021 $ 5,815 $ — $ — $ 5,815


	Fair		Fair Value Measurements Using
(In thousands)	Value		Level 1		Level 2		Level 3
Individually evaluated loans with credit losses, net of allowance for credit losses:
June 30, 2023	$	1,300	$	—	$	—	$	1,300

Impaired loans, net of allowance for loan losses:
December 31, 2022	$	26,071	$	—	$	—	$	26,071

Other real estate owned:
June 30, 2023	$	3,722	$	—	$	—	$	3,722
December 31, 2022	$	4,231	$	—	$	—	$	4,231

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

Qualitative Information about Level 3 Fair Value Measurements

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

June 30, 2023

Individually evaluated loans with credit losses, net of specific allowance

1,300

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

3,722

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

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Qualitative Information about Level 3 Fair Value Measurements
(In thousands) Carrying
Value Valuation
Methods Unobservable
Inputs Range Weighted Average
June 30, 2022
Impaired loans, net of specific allowance $ 26,343 Third-party appraisals Selling costs 5% - 10% 6%
Other real estate owned $ 6,462 Third-party appraisals and internal evaluations Selling costs 5% - 10% 6%

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

December 31, 2021

Impaired loans, net of specific allowance

33,570

Third-party appraisals

Selling costs

5% - 10%

December 31, 2022

Impaired loans, net of allowance for loan losses

26,071

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

5,815

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

Other real estate owned

4,231

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:~~carried at fair value:


		June 30, 2022				December 31, 2021					June 30, 2023				December 31, 2022
(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	$	343,741	$	343,741	$	664,165	$	664,165	Cash and cash equivalents	$	191,214	$	191,214	$	137,895	$	137,895

Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Securities held to maturity	Securities held to maturity	66,359		66,246		71,648		72,084		Securities held to maturity	58,118		57,895		62,274		62,068
FHLB stock	FHLB stock	5,578		5,578		2,731		2,731		FHLB stock	26,011		26,011		19,690		19,690
Accrued interest receivable	Accrued interest receivable	17,549		17,549		14,329		14,329		Accrued interest receivable	25,454		25,454		23,156		23,156
Level 3 inputs:	Level 3 inputs:									Level 3 inputs:
Loans held for sale	Loans held for sale	14,757		14,757		10,621		10,621		Loans held for sale	13,176		13,176		5,373		5,373
Loans, net	Loans, net	5,116,353		5,053,300		3,574,172		3,548,595		Loans, net	6,023,585		5,789,083		5,781,274		5,601,070

Financial liabilities:	Financial liabilities:									Financial liabilities:
Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Deposits	Deposits	5,682,850		5,266,566		4,622,116		4,493,657		Deposits	6,108,309		6,091,601		5,824,904		5,289,138
FHLB and other borrowings	FHLB and other borrowings	20,115		20,119		20,501		21,024		FHLB and other borrowings	540,065		536,993		318,084		318,079
Subordinated debentures	Subordinated debentures	133,383		139,701		111,509		111,509		Subordinated debentures	133,579		138,214		133,478		138,780
Accrued interest payable	Accrued interest payable	1,476		1,476		1,425		1,425		Accrued interest payable	5,924		5,924		2,334		2,334

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

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Company’s Consolidated Balance Sheets and will be amortized over the life of the Notes. At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the remaining unamortized balance of these issuance costs was ~~$1.1 million~~$999,000 and ~~$1.2~~$1.1 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 (“SOFR”) 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 FTC Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the FTC Subordinated Notes in whole upon certain other events. The FTC Subordinated Notes are not subject to redemption at the option of the holder. The FTC Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The FTC Subordinated Notes rank junior in right to payment to BancPlus’ current and future senior indebtedness. The FTC Subordinated Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The FTC Subordinated Notes vary from the amount carried on the Consolidated Balance Sheets at June 30, ~~2022~~2023 due to the remaining purchase premium of ~~$683,000,~~$536,000, 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) Year of
Maturity Interest
Rate June 30,
2022 December 31,
2021
First Bancshares of Baton Rouge Statutory Trust I 2034 3 month LIBOR, plus 2.50% $ 4,124 $ 4,124
State Capital Statutory Trust IV 2035 3 month LIBOR, plus 1.99% 5,155 5,155
BancPlus Statutory Trust II 2036 3 month LIBOR, plus 1.50% 20,619 20,619
BancPlus Statutory Trust III 2037 3 month LIBOR, plus 1.35% 20,619 20,619
State Capital Master Trust 2037 3 month LIBOR, plus 1.46% 6,186 6,186
$ 56,703 $ 56,703

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(In thousands)	Year of Maturity	Interest Rate	June 30, 2023		December 31, 2022
First Bancshares of Baton Rouge Statutory Trust I	2034	3 month CME Term SOFR, plus 2.50%	$	4,124	$	4,124
State Capital Statutory Trust IV	2035	3 month CME Term SOFR, plus 1.99%	5,155		5,155
BancPlus Statutory Trust II	2036	3 month CME Term SOFR, plus 1.50%	20,619		20,619
BancPlus Statutory Trust III	2037	3 month CME Term SOFR, plus 1.35%	20,619		20,619
State Capital Master Trust	2037	3 month CME Term SOFR, plus 1.46%	6,186		6,186
			$	56,703	$	56,703

The subordinated debentures payable to statutory trusts vary from the amount carried on the Consolidated Balance Sheets at June 30, ~~2022~~2023 due to the remaining purchase discount of ~~$3.9~~$3.6 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~~were nominally indexed with LIBOR. ~~On March 15, 2022~~Following the LIBOR cessation date of June 30, 2023, the interest rate on the subordinated notes was replaced with SOFR pursuant to 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.~~Act.

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~~one thousand 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 “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~~1,452,950 shares of the Company's common stock at both June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022. The ESOP ~~entered~~can enter 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 ~~were~~would be released to participants proportionately as the loans ~~were~~are repaid. Dividends on allocated shares ~~were~~are recorded as dividends and charged to retained earnings. Dividends on unallocated shares, if any, that ~~were~~are used to repay the loan ~~were~~would be treated as compensation expense. As of June 30, ~~2022,~~2023, 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) June 30, 2022 December 31, 2021
Allocated shares 1,481,796 1,472,334
Unearned shares — 28,398
Total ESOP shares 1,481,796 1,500,732
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 June 30, ~~2022~~2023 was ~~$97.8~~$89.4 million, based on the Company’s previously disclosed appraised value of ~~$66.00~~$61.50 per share of common stock. The fair value at December 31, ~~2021~~2022 was ~~$100.5~~$97.0 million, based on the Company’s previously disclosed appraised value of ~~$68.25~~$66.75 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

Preferred Stock

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.

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~~extensions 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 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 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.

Common Stock

In the first quarter of 2023, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of the Company’s common stock from 40,000,000 shares to 100,000,000 shares.

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 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 ~~$1.7~~$2.3 million for the six months ended June 30, ~~2022~~2023 and ~~$1.1~~$1.8 million for the same period of ~~2021.~~2022. There were ~~zero~~3,186 and ~~399~~zero shares forfeited during the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. As of June 30, ~~2022,~~2023, there was ~~$10.4~~$11.7 million of total unrecognized compensation cost related to unvested RSAs. The cost is expected to be recognized over a remaining weighted average period of ~~3.2~~3.0 years.

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


		Six Months Ended							Six Months Ended
		June 30, 2022			June 30, 2021				June 30, 2023			June 30, 2022
		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	184,284	$	59.36	144,572	$	51.56
Granted	Granted	95,768	68.25		82,507	51.25		Granted	93,209	66.66		95,768	68.25
Vested	Vested	(54,537)	53.34		(32,685)	51.93		Vested	(68,204)	58.32		(54,537)	53.34
Forfeited	Forfeited	—	—		(399)	47.96		Forfeited	(3,186)	61.13		—	—
End of period	End of period	185,803	$	59.64	140,532	$	50.56	End of period	206,103	$	62.98	185,803	$	59.64

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, 3three former Bank employees, 1one 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. The Court denied that motion. 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.~~still underway. Phases two and three discovery, allowing depositions, will begin ~~thereafter~~at a future date 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.~~Quarterly Report on Form 10-Q.

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,~~

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“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, maintain our historical rate of growth in light of associated risks, 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;~~

•customers, particularly in light of increased competition in the financial services industry, and 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;~~servicers;

•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~~the impacts related to ~~maintain our historical rate of growth;~~

•~~our ability~~or resulting from bank failures and other economic and industry volatility, including potential increased regulatory requirements and costs and potential impacts to ~~manage the risks associated with our growth and expansion through de novo branching;~~macroeconomic conditions;

•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;

•~~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;~~rates;

•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, civil unrest or other international or domestic calamities, and other matters beyond our control; and

•other factors that are discussed in the sections entitled ~~“Risk~~“Item 1A. Risk Factors” and ~~“Management’s~~“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the ~~annual period~~year 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.~~2022.

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,~~2022 and our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2022 and in this Quarterly Report on Form 10-Q.~~2023. 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 June 30, ~~2022,~~2023, we operated 9395 branch offices across Mississippi, Alabama, 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 June 30, ~~2022,~~2023, BancPlus held ~~$5.683~~$6.108 billion of total deposits, and our deposit base consisted of ~~96.1%~~94.4% core deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000, with a total deposit cost of ~~0.15%~~0.94%. Our loan portfolio was comprised of ~~73.7%~~73.8% commercial loans and ~~26.3%~~26.2% 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,~~2022, and we believe we are well-positioned for future growth.

June 30, ~~2022~~2023 Highlights

•Net income for the six months ended June 30, ~~2022~~2023 was ~~$25.8~~$30.3 million, compared with ~~$31.3~~$25.8 million for the same period of ~~2021~~2022

•Diluted earnings per share for the six months ended June 30, ~~2022~~2023 were ~~$2.34,~~$2.64, compared with ~~$3.12~~$2.34 for the same period of ~~2021~~2022

•Net interest income was ~~$95.6~~$115.7 million for the six months ended June 30, ~~2022,~~2023, compared with ~~$83.4~~$95.6 million for the same period of ~~2021~~2022

•Total loans held for investment were ~~$5.160~~$6.089 billion at June 30, ~~2022,~~2023, compared with ~~$3.619~~$5.824 billion at December 31, ~~2021~~2022

Recent Developments

~~On June 22, 2022,~~The failures of Silicon Valley Bank, Santa Clara, California, Signature Bank, New York, New York, and First Republic Bank, San Francisco, California in March and May, 2023, may lead to regulatory changes and initiatives that could impact BancPlus. For example, President Biden has encouraged 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 createdfederal banking agencies 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”),adopt various reforms, including the ~~Bank, that we expect will enable us to, among other things, provide loans, grants, and forbearance~~completion of an incentive compensation rule 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 registrationbank executives pursuant to Section ~~4(a)(2)~~956 of the ~~Securities~~Dodd-Frank Act, ~~of 1933, as amended.~~in response to these bank failures.

~~For more information about~~On April 28, 2023, the ~~preferred stock issuance refer~~Federal Reserve and the Federal Deposit Insurance Corporation (the “FDIC”) issued reports on the failures of Silicon Valley Bank and Signature Bank, respectively, identifying potential causes that the federal banking agencies may seek to ~~Footnote~~address through changes to their supervisory and regulatory policies. Additionally, agency officials, including the Vice Chair for Supervision of the Board of Governors of the Federal Reserve System, have called for changes to the manner in which banks’ capital, interest rate, and liquidity risks are supervised and regulated. The extent of final actions to be taken by the regulatory agencies in response to these bank failures, including the potential changes discussed by the Vice Chair or highlighted in the Federal Reserve and FDIC reports, remains unclear.

FDIC Special Assessment

On May 11, 2023, the FDIC published a proposed rule that would impose a special deposit insurance assessment on insured depository institutions in order to ~~our Condensed Notes~~recover losses that the FDIC's Deposit Insurance Fund (the “DIF”) has incurred in the receiverships of Silicon Valley Bank and Signature Bank. The proposed rule would require the payment of the special assessment over eight quarterly assessment periods beginning the first quarter of 2024, subject to ~~Consolidated Financial Statements for~~adjustments if the ~~quarter ended June 30, 2022 contained in Part I, Item 1~~total amount collected is insufficient to cover the DIF’s costs. Each quarterly special assessment would be equal to 3.13 basis points (0.0313%) of ~~this Quarterly Report on Form 10-Q.~~

~~Other recent developments at June 30, 2022 did not significantly change from~~ the ~~recent developments~~amount of an institution’s estimated uninsured deposits that exceeded $5 billion as of December 31, ~~2021, which are disclosed in our Annual Report~~2022. As of December 31, 2022, BankPlus’s estimated amount of uninsured deposits was approximately $1.5 billion.

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Small Business Lending Data Collection Rule

On March 30, 2023, the Consumer Financial Protection Bureau (the “CFPB”) finalized a rule under section 1071 of the Dodd-Frank Act requiring lenders to collect and report data regarding small business lending activity. BancPlus is evaluating the impact of the new rule. The rule is scheduled to take effect on ~~Form 10-K~~August 29, 2023, and requires compliance by October 1, 2024, April 1, 2025, or January 1, 2026, depending on the number of covered small business loans that a covered lender originates.

On July 31, 2023, the U.S. District Court for the ~~year ended December 31, 2021,~~Southern District of Texas enjoined the CFPB from implementing and asenforcing the rule with respect to American Bankers Association members, which include the Company, pending the U.S. Supreme Court's consideration of ~~March 31, 2022, which are disclosed~~the constitutionality of the CFPB’s funding structure in ~~our Quarterly Report~~a separate case.

Third Party Risk Management Guidance

On June 6, 2023, the FDIC, the Federal Reserve and the OCC issued final guidance providing sound principles that support a risk-based approach to third-party risk management. BancPlus is evaluating the impact of this guidance on ~~Form 10-Q for the quarter ended March 31, 2022.~~its practices.

Results of Operations

The following discussion of BancPlus’ results of operations compares the three and six months ended June 30, ~~2022~~2023 to the three and six months ended June 30, ~~2021.~~2022. The results of operations for the three and six months ended June 30, ~~2022~~2023 are not

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necessarily indicative of the results of operations that may be expected for the year ending December 31, ~~2022~~2023 or for any other period.

Net Income

Net income for the three months ended June 30, 2023 and 2022 ~~and 2021~~ was ~~$16.1~~$13.2 million and ~~$14.1~~$16.1 million, respectively. BancPlus’ annualized return on average assets for the three months ended June 30, 2023 and 2022 was 0.72% and ~~2021 was~~ 1.00% ~~and 1.13%~~, respectively. BancPlus’ annualized return on average equity for the three months ended June 30, 2023 and 2022 was 7.63% and ~~2021 was~~ 13.99% ~~and 15.34%~~, respectively. Net income for the six months ended June 30, 2023 and 2022 ~~and 2021~~ was ~~$25.8~~$30.3 million and ~~$31.3~~$25.8 million, respectively. BancPlus’ annualized return on average assets for the six months ended June 30, 2023 and 2022 was 0.85% and ~~2021 was~~ 0.86% ~~and 1.29%~~, respectively. BancPlus’ annualized return on average equity for the six months ended June 30, 2023 and 2022 was 8.87% and ~~2021 was~~ 11.94% ~~and 17.40%~~, respectively.

The decrease in net income and return on average assets and equity for the three months ended June 30, 2023 compared to the same period of 2022 was primarily the result of decreased other operating income and increased other operating expenses in the current year period as well as increases in average assets and equity as a result of organic loan and deposit growth.

The increase in net income for the ~~three~~six months ended June 30, ~~2022~~2023 compared to the same period of ~~2021~~2022 was primarily the result of increased net interest income from our previously disclosed merger with ~~First Trust Corporation (“FTC”),~~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 rising interest rate environment seen in the current year period. The ~~decrease~~decreases in return metrics ~~for the three months ended June 30, 2022 compared to the same period of 2021~~ was primarily the result of ~~an increase in noninterest expenses, including one-time acquisition-related expenses, and an increase~~increases in average assets and equity as a result of organic loan and deposit growth and 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.Merger.

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~~credit losses that BancPlus maintains.

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For the three months ended June 30, ~~2022, net~~2023, interest income was ~~$52.8~~$89.7 million, an increase of ~~$11.5~~$32.6 million, or ~~27.8%~~57.0%, compared to ~~net~~ interest income of ~~$41.4~~$57.1 million for the three months ended June 30, ~~2021.~~2022. The increase in ~~net~~ interest income for the three months ended June 30, 2023 compared to the same period of 2022 was primarily the result of higher interest rates in the current year period as well as increased interest-earning assets as a result of ~~the FTC Merger and~~ organic loan growth.

For the six months ended June 30, ~~2022, net~~2023, interest income was ~~$95.6~~$170.4 million, an increase of ~~$12.2~~$67.4 million, or ~~14.6%~~65.4%, compared to ~~net~~ interest income of ~~$83.4~~$103.0 million for the six months ended June 30, ~~2021.~~2022. The increase in ~~net~~ interest income for the six months ended June 30, 2023 compared to the same period of 2022 was primarily the result of higher interest rates in the current year period as well as increased interest-earning assets as a result of organic loan growth and the FTC Merger.

For the three months ended June 30, 2023, interest expense was $32.1 million, an increase of $27.9 million, or 656.3%, compared to interest expense of $4.2 million for the three months ended June 30, 2022. The increase in interest expense for the three months ended June 30, 2023 compared to the same period of 2022 was primarily the result of higher interest rates in the current year period.

For the six months ended June 30, 2023, interest expense was $54.7 million, an increase of $47.3 million, or 637.2%, compared to $7.4 million for the six months ended June 30, 2022. The increase in interest expense for the six months ended June 30, 2023 compared to the same period of 2022 was primarily the result of higher interest rates in the current year period as well as increased interest-bearing liabilities as a result of the FTC Merger.

For the three months ended June 30, 2023, net interest income was $57.5 million, an increase of $4.7 million, or 8.9%, compared to net interest income of $52.8 million for the three months ended June 30, 2022. For the six months ended June 30, 2023, net interest income was $115.7 million, an increase of $20.1 million, or 21.0%, compared to net interest income of $95.6 million for the six months ended June 30, 2022.

Net interest margin for the three months ended June 30, ~~2022~~2023 decreased 317 basis points to ~~3.51%~~3.34% from ~~3.54%~~3.51% for the same period of ~~2021~~2022, primarily as ~~the~~a result of the ~~lower~~rising interest rate environment seen ~~earlier~~ in the ~~period.~~current year as rates on interest-bearing liabilities rose faster than yields on interest-earning assets in the current quarter. Net interest margin for the six months ended June 30, ~~2022 decreased 27~~2023 increased 5 basis points to ~~3.37%~~3.42% from ~~3.64%~~3.37% for the same period of ~~2021~~2022, primarily as ~~the~~a result of the ~~lower~~rising interest rate environment seen ~~earlier~~ in the ~~year.~~current year period.

Our year to date average interest-earning assets at June 30, ~~2022,~~2023 increased ~~$1.09~~$1.10 billion, or ~~23.75%~~19.33%, to ~~$5.67~~$6.76 billion from ~~$4.58~~$5.67 billion at June 30, ~~2021.~~2022. BancPlus’ ~~year to date~~ average interest-bearing liabilities at June 30, ~~2022~~2023 increased ~~$632.9 million,~~$1.04 billion, or ~~19.65%~~27.01%, to ~~$3.85~~$4.89 billion from ~~$3.22~~$3.85 billion at June 30, ~~2021.~~2022. These increases in BancPlus’ average interest-earning assets and

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interest-bearing liabilities were primarily due to organic loan and deposit growth and the FTC ~~Merger and organic loan growth.~~Merger. The ratio of BancPlus’ average interest-earning assets to average interest-bearing liabilities was ~~147.1%~~138.2% and ~~142.2%~~147.1% at June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

BancPlus’ average interest-earning assets produced a tax-equivalent yield of 5.20% and 5.04% for the three and six months ended June 30, 2023, compared to 3.79% and 3.64% for the three and six months ended June 30, 2022, ~~respectively, compared to 3.83%~~respectively. The average rate paid on interest-bearing liabilities was 2.54% and ~~3.95%~~2.24% for the three and six months ended June 30, ~~2021, respectively. The average rate paid on interest-bearing liabilities was~~2023, compared to 0.42% and 0.39% for the three and six months ended June 30, 2022, ~~respectively, compared to 0.42% and 0.44% for the three and six months ended June 30, 2021,~~ respectively. The year-over-year ~~decrease~~changes in yields reflects the ~~low~~rising interest rate environment seen ~~earlier~~ in the ~~year.~~current year period.

Average Balances and Yields

The following tables show, for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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.

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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 %
_


	Three Months Ended June 30,
	2023						2022
(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	$	39,710	$	504	5.08	%	$	373,249	$	469	0.50	%

	39,710		504		5.08	%	373,249		469		0.50	%
Investment securities:
Taxable investment securities	743,930		4,403		2.37	%	626,928		2,502		1.60	%
Tax-exempt investment securities	61,193		364		2.38	%	68,614		401		2.34	%
Total securities	805,123		4,767		2.37	%	695,542		2,903		1.67	%
Loans (1)	6,022,376		84,117		5.59	%	4,945,036		53,712		4.34	%
Federal Home Loan Bank (“FHLB”) stock	24,715		274		4.43	%	6,592		8		0.49	%
Total interest-earning assets	6,891,924		89,662		5.20	%	6,020,419		57,092		3.79	%
Noninterest-earning assets	447,005						418,532
Total assets	$	7,338,929					$	6,438,951

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,512,195	$	3,945	1.04	%	$	1,578,774	$	1,118	0.28	%
Savings and money market deposits	2,008,480		14,236		2.84	%	1,456,402		577		0.16	%
Time deposits	946,001		6,183		2.61	%	845,637		667		0.32	%
Federal funds purchased	242		1		1.65	%	—		—		—	%
FHLB advances	447,923		5,567		4.97	%	20,669		77		1.49	%
Other borrowings	49		12		97.96	%	18,221		205		4.50	%
Subordinated debentures	133,536		2,176		6.52	%	133,344		1,603		4.81	%
Total interest-bearing liabilities	5,048,426		32,120		2.54	%	4,053,047		4,247		0.42	%
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	1,520,136						1,867,843
Other noninterest-bearing liabilities	76,442						56,162
Total noninterest-bearing liabilities	1,596,578						1,924,005
Shareholders’ equity (6)	693,925						461,899
Total liabilities and shareholders’ equity	$	7,338,929					$	6,438,951
Net interest income/net interest margin (2)			57,542		3.34	%			52,845		3.51	%
Net interest spread (5)					2.66	%					3.37	%
Taxable equivalent adjustment:
Tax-exempt investment securities (3)			117						129
Net interest income/net interest margin (2)			$	57,659	3.35	%			$	52,974	3.52	%

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(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~~2023 and ~~2021.~~2022.

(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 BancPlus Corporation Employee Stock ~~Ownership-owned~~Ownership Plan-owned shares.

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	Six Months Ended June 30,
	2023						2022
(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	$	35,694	$	861	4.82	%	$	475,185	$	696	0.29	%

	35,694		861		4.82	%	475,185		696		0.29	%
Investment securities:
Taxable investment securities	689,937		7,469		2.17	%	628,061		4,809		1.53	%
Tax-exempt investment securities	62,658		744		2.37	%	70,513		821		2.33	%
Total securities	752,595		8,213		2.18	%	698,574		5,630		1.61	%
Loans (1)	5,952,466		160,864		5.40	%	4,489,556		96,699		4.31	%
Federal Home Loan Bank (“FHLB”) stock	23,753		495		4.17	%	5,539		12		0.43	%
Total interest-earning assets	6,764,508		170,433		5.04	%	5,668,854		103,037		3.64	%
Noninterest-earning assets	448,002						382,490
Total assets	$	7,212,510					$	6,051,344

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,584,138	$	7,169	0.91	%	$	1,584,432	$	1,830	0.23	%
Savings and money market deposits	1,934,851		24,814		2.56	%	1,328,864		888		0.13	%
Time deposits	878,776		9,541		2.17	%	780,399		1,321		0.34	%
Federal funds purchased	3,310		80		4.83	%	—		—		—	%
FHLB advances	359,050		8,782		4.89	%	20,577		153		1.49	%
Other borrowings	467		25		10.71	%	12,692		270		4.25	%
Subordinated debentures	133,510		4,327		6.48	%	126,224		2,963		4.69	%
Total interest-bearing liabilities	4,894,102		54,738		2.24	%	3,853,188		7,425		0.39	%
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	1,552,818						1,707,538
Other noninterest-bearing liabilities	77,542						54,933
Total noninterest-bearing liabilities	1,630,360						1,762,471
Shareholders’ equity (6)	688,048						435,685
Total liabilities and shareholders’ equity	$	7,212,510					$	6,051,344
Net interest income/net interest margin (2)			115,695		3.42	%			95,612		3.37	%
Net interest spread (5)					2.80	%					3.25	%
Taxable equivalent adjustment:
Tax-exempt investment securities (3)			240						264
Net interest income/net interest margin (2)			$	115,935	3.43	%			$	95,876	3.38	%

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(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 2023 and 2022.

(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 BancPlus Corporation Employee Stock Ownership Plan-owned shares.

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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 June 30, 2022 Compared with Three Months Ended June 30, 2021							Three Months Ended June 30, 2023 Compared with Three Months Ended June 30, 2022
		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	$	(231)	$	590	$	359	Cash investments	$	(4,233)	$	4,268	$	35
Investment securities:	Investment securities:							Investment securities:
Taxable investment securities	Taxable investment securities	227		181		408		Taxable investment securities	692		1,209		1,901
Tax-exempt investment securities	Tax-exempt investment securities	(24)		(54)		(78)		Tax-exempt investment securities	(44)		7		(37)
Total securities	Total securities	203		127		330		Total securities	648		1,216		1,864
Loans, net	Loans, net	16,008		(4,385)		11,623		Loans, net	15,047		15,358		30,405
Federal Home Loan Bank stock	Federal Home Loan Bank stock	4		1		5		Federal Home Loan Bank stock	201		65		266
Total interest-earning assets	Total interest-earning assets	$	15,984	$	(3,667)	$	12,317	Total interest-earning assets	$	11,663	$	20,907	$	32,570

Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	82	$	266	$	348	Interest-bearing transaction deposits	$	(174)	$	3,001	$	2,827
Savings and money market deposits	Savings and money market deposits	187		162		349		Savings and money market deposits	3,913		9,746		13,659
Time deposits	Time deposits	146		(444)		(298)		Time deposits	656		4,860		5,516

Federal funds purchased								Federal funds purchased	1		—		1
FHLB advances	FHLB advances	—		(1)		(1)		FHLB advances	5,310		180		5,490
Other borrowings	Other borrowings	69		19		88		Other borrowings	(4,450)		4,257		(193)
Subordinated debentures	Subordinated debentures	266		82		348		Subordinated debentures	3		570		573
Total interest-bearing liabilities	Total interest-bearing liabilities	$	750	$	84	$	834	Total interest-bearing liabilities	$	5,259	$	22,614	$	27,873
Net interest income	Net interest income	$	15,234	$	(3,751)	$	11,483	Net interest income	$	6,404	$	(1,707)	$	4,697

3940

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		Six Months Ended June 30, 2022 Compared with Six Months Ended June 30, 2021							Six Months Ended June 30, 2023 Compared with Six Months Ended June 30, 2022
		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	$	(112)	$	563	$	451	Cash investments	$	(10,601)	$	10,766	$	165
Investment securities:	Investment securities:							Investment securities:
Taxable investment securities	Taxable investment securities	1,036		(154)		882		Taxable investment securities	670		1,990		2,660
Tax-exempt investment securities	Tax-exempt investment securities	(202)		5		(197)		Tax-exempt investment securities	(93)		16		(77)
Total securities	Total securities	834		(149)		685		Total securities	577		2,006		2,583
Loans, net	Loans, net	22,501		(11,033)		11,468		Loans, net	39,535		24,630		64,165
Federal Home Loan Bank stock	Federal Home Loan Bank stock	4		2		6		Federal Home Loan Bank stock	380		103		483
Total interest-earning assets	Total interest-earning assets	$	23,227	$	(10,617)	$	12,610	Total interest-earning assets	$	29,891	$	37,505	$	67,396

Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	161	$	107	$	268	Interest-bearing transaction deposits	$	(1)	$	5,340	$	5,339
Savings and money market deposits	Savings and money market deposits	245		134		379		Savings and money market deposits	7,772		16,154		23,926
Time deposits	Time deposits	189		(924)		(735)		Time deposits	1,068		7,152		8,220

Federal funds purchased								Federal funds purchased	80		—		80
FHLB advances	FHLB advances	—		—		—		FHLB advances	8,279		350		8,629
Other borrowings	Other borrowings	3		25		28		Other borrowings	(654)		409		(245)
Subordinated debentures	Subordinated debentures	353		111		464		Subordinated debentures	236		1,128		1,364
Total interest-bearing liabilities	Total interest-bearing liabilities	$	951	$	(549)	$	402	Total interest-bearing liabilities	$	16,780	$	30,533	$	47,313
Net interest income	Net interest income	$	22,276	$	(10,068)	$	12,208	Net interest income	$	13,111	$	6,972	$	20,083

Provision for ~~Loan~~Credit Losses

The provision for ~~loan~~credit losses is the amount of expense that, based on BancPlus’ judgment, is required to maintain the allowance for ~~loan~~credit 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~~credit losses is complex and involves a high degree of judgment and subjectivity.

For the three months ended June 30, ~~2022,~~2023, the provision for ~~loan~~credit losses was ~~$234,000,~~$916,000, compared to ~~$2.0 million~~$234,000 for the same period of ~~2021, a decrease~~2022, an increase of ~~$1.8 million,~~$682,000, or ~~88.5%~~291.5%. For the six months ended June 30, ~~2022,~~2023, the provision for ~~loan~~credit losses was ~~$451,000,~~$1.4 million, compared to ~~$5.9 million~~$451,000 for the same period of ~~2021, a decrease~~2022, an increase of ~~$5.5 million,~~$988,000, or ~~92.4%~~219.1%. The ~~decreases for these~~increase was primarily attributable to increased loan balances resulting from organic loan growth in both the quarter and year to date periods ~~are primarily attributable~~with the FTC Merger also impacting the year 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.date period.

Noninterest Income

Noninterest income consists ~~of, among other things:~~of: (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, (viii) CDFI grants, and ~~(viii)~~(ix) other noninterest income.

BancPlus’ income from service charges on deposit accounts and debit card interchange fees ~~are~~is largely ~~impacted~~affected 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~~include 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~~check cards by our customers. Income from fiduciary activities includes retirement and

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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 relatively flat at $18.7~~decreased $3.7 million, or 19.95%, to $15.0 million for ~~both~~ the three months ended June 30, ~~2022 and 2021, with only a decrease~~2023 compared to $18.7 million for the same period of ~~$6,000, or 0.03%,~~2022, primarily due to ~~a decrease in CDFI grants of $1.7 million, or 90.6%, offset by an increase~~decreases in service charges on deposit accounts ~~of $1.7 million, or 28.2%.~~and mortgage origination income.

The following table presents the major components of noninterest income for three months ended June 30, ~~2022,~~2023, compared to the three months ended June 30, ~~2021:~~2022:


		Three Months Ended June 30,									Three Months Ended June 30,
(Dollars in thousands)	(Dollars in thousands)	2022		2021		$ Change		% Change		(Dollars in thousands)	2023		2022		$ Change		% Change
Noninterest income:	Noninterest income:									Noninterest income:
Service charges on deposit accounts	Service charges on deposit accounts	$	7,701	$	6,005	$	1,696	28.2	%	Service charges on deposit accounts	$	5,750	$	7,701	$	(1,951)	(25.3)	%
Mortgage origination income	Mortgage origination income	2,304		2,013		291		14.5	%	Mortgage origination income	1,266		2,304		(1,038)		(45.1)	%
Debit card interchange	Debit card interchange	2,748		2,604		144		5.5	%	Debit card interchange	2,609		2,748		(139)		(5.1)	%
Income from fiduciary activities	Income from fiduciary activities	2,032		1,875		157		8.4	%	Income from fiduciary activities	2,009		2,032		(23)		(1.1)	%
ATM income	ATM income	1,580		1,710		(130)		(7.6)	%	ATM income	1,499		1,580		(81)		(5.1)	%
Brokerage and insurance fees and commissions	Brokerage and insurance fees and commissions	635		644		(9)		(1.4)	%	Brokerage and insurance fees and commissions	592		635		(43)		(6.8)	%
Life insurance income	Life insurance income	638		1,202		(564)		(46.9)	%	Life insurance income	670		638		32		5.0	%
CDFI grants	CDFI grants	171		1,826		(1,655)		(90.6)	%	CDFI grants	—		171		(171)		(100.0)	%
Other income	Other income	922		858		64		7.5	%	Other income	599		922		(323)		(35.0)	%
Total	Total	$	18,731	$	18,737	$	(6)	—	%	Total	$	14,994	$	18,731	$	(3,737)	(20.0)	%

Service charges on deposit accounts ~~increased $1.7~~decreased $2.0 million, or ~~28.2%~~25.3%, to ~~$7.7~~$5.8 million for the three months ended June 30, ~~2022,~~2023, compared to ~~$6.0~~$7.7 million for the same period of ~~2021.~~2022. The ~~increase~~decrease was primarily the result of ~~an increase~~lower non-sufficient funds fees in the ~~number of deposit accounts held and a higher volume of transactions due to the FTC Merger.~~current year period.

~~CDFI grant~~Mortgage origination income decreased ~~$1.7~~$1.0 million, or ~~90.6%~~45.1%, to ~~$171,000~~$1.3 million for the three months ended June 30, ~~2022,~~2023, compared to ~~$1.8~~$2.3 million for the same period of ~~2021.~~2022. The decrease was primarily the result of ~~a grant received~~decreased mortgage origination activity as refinancing activity has slowed 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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current higher interest rate environment.

Noninterest income ~~was $36.7~~decreased $5.9 million, or 16.0%, to $30.8 million for the six months ended June 30, ~~2022,~~2023 compared to ~~$39.0~~$36.7 million for the same period of ~~2021, a decrease of $2.3 million, or 5.9%,~~2022, 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%.~~mortgage origination income and other income.

The following table presents the major components of noninterest income for six months ended June 30, ~~2022,~~2023, compared to the six months ended June 30, ~~2021:~~2022:

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) %

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	Six Months Ended June 30,
(Dollars in thousands)	2023		2022		$ Change		% Change
Noninterest income:
Service charges on deposit accounts	$	12,416	$	14,493	$	(2,077)	(14.3)	%
Mortgage origination income	1,953		4,542		(2,589)		(57.0)	%
Debit card interchange	5,175		5,176		(1)		—	%
Income from fiduciary activities	3,915		4,050		(135)		(3.3)	%
ATM income	2,973		3,056		(83)		(2.7)	%
Brokerage and insurance fees and commissions	1,229		1,333		(104)		(7.8)	%
Life insurance income	1,326		1,265		61		4.8	%
CDFI grants	—		171		(171)		(100.0)	%
Other income	1,846		2,610		(764)		(29.3)	%
Total	$	30,833	$	36,696	$	(5,863)	(16.0)	%

Service charges on deposit accounts ~~increased $2.8~~decreased $2.1 million, or ~~23.4%~~14.3%, to ~~$14.5~~$12.4 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$11.7~~$14.5 million for the same period of ~~2021.~~2022. The ~~increase~~decrease was primarily the result of ~~an increase~~lower non-sufficient funds fees in the ~~number of deposit accounts held and a higher volume of transactions due to the FTC Merger.~~current year period.

~~Life insurance~~Mortgage origination income decreased ~~$3.4~~$2.6 million, or ~~73.1%~~57.0%, to ~~$1.3~~$2.0 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$4.7~~$4.5 million for the same period of ~~2021.~~2022. The decrease iswas primarily ~~related to death benefits paid~~the result of decreased mortgage origination activity as refinancing activity has slowed in the ~~prior year period on policies held by BancPlus.~~current higher interest rate environment.

~~CDFI grant~~Other income decreased ~~$1.7 million,~~$764,000, or ~~90.6%~~29.3%, to ~~$171,000~~$1.8 million for the ~~three~~six months ended June 30, ~~2022,~~2023, compared to ~~$1.8~~$2.6 million for the same period of ~~2021.~~2022. The decrease was primarily the result of ~~a grant received~~decreases in ~~the prior year period related to the CDFI Rapid Response Program as described above.~~personalized check sales, rental income and other miscellaneous income.

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~~include 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”)~~FDIC assessments, Mississippi Department of Banking and Consumer Finance (“MDBCF”) assessments, communications, travel, meals, training, supplies, and postage.

Noninterest expense generally increases as BancPlus grows its business. Noninterest 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.acquisitions. 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 its branch network, while also seeking to improve productivity and maintain appropriate cost structure and customer service levels.

For the three months ended June 30, ~~2022,~~2023, noninterest expense totaled ~~$51.0~~$55.2 million, an increase of ~~$10.6~~$4.2 million, or ~~26.2%~~8.3%, from ~~$40.4~~$51.0 million for the three months ended June 30, ~~2021,~~2022, primarily due to increases in salaries and employee benefits expenses, ~~of $5.7 million, or 23.6% furniture, equipment and data processing expenses of $1.6 million, or 25.6%;~~ other expenses, ~~of $1.3 million, or 29.2%;~~ and ~~net occupancy expenses of $1.1 million, or 27.8%.~~marketing and promotional expenses.

The following table presents the major components of noninterest expense for the three months ended June 30, ~~2022~~2023 compared to the three months ended June 30, ~~2021:~~2022:

Three Months Ended June 30,
(Dollars in thousands) 2022 2021 $ Change % Change
Noninterest expense:
Salaries and employee benefits expenses $ 29,805 $ 24,122 $ 5,683 23.6 %
Net occupancy expenses 4,891 3,828 1,063 27.8 %
Furniture, equipment and data processing expenses 7,670 6,108 1,562 25.6 %
Marketing and promotional expenses 1,244 754 490 65.0 %
Other real estate expenses and losses 310 278 32 11.5 %
Professional fees 1,135 735 400 54.4 %
Other expenses 5,960 4,613 1,347 29.2 %
Total $ 51,015 $ 40,438 $ 10,577 26.2 %

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	Three Months Ended June 30,
(Dollars in thousands)	2023		2022		$ Change		% Change
Noninterest expense:
Salaries and employee benefits expenses	$	32,609	$	29,805	$	2,804	9.4	%
Net occupancy expenses	4,738		4,891		(153)		(3.1)	%
Furniture, equipment and data processing expenses	7,270		7,670		(400)		(5.2)	%
Marketing and promotional expenses	2,000		1,244		756		60.8	%
Other real estate expenses and losses	315		310		5		1.6	%
Professional fees	1,043		1,135		(92)		(8.1)	%
Other expenses	7,270		5,960		1,310		22.0	%
Total	$	55,245	$	51,015	$	4,230	8.3	%

Salaries and employee benefits expenses iswas the largest component of noninterest expense, representing ~~58.4%~~59.0% and ~~59.7%~~58.4% of total noninterest expense for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. During the three months ended June 30, ~~2022,~~2023, salaries and employee benefits expense increased ~~$5.7~~$2.8 million, or ~~23.6%~~9.4%, to $32.6 million, compared to $29.8 million ~~compared to $24.1 million~~ for the ~~three months ended June 30, 2021.~~same period of 2022. The increase in salaries and employee benefits expense iswas primarily due ~~the FTC Merger as well as~~ to normal annual salary increases ~~for employees.~~

~~Net occupancy~~and related expenses increased $1.1 million, or 27.8%, to $4.9 million for the three months ended June 30, 2022, compared to $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 $1.6 million, or 25.6%, to $7.7 million for the three months ended June 30, 2022, compared to $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 as well as ~~costs associated with conversion of FTC customers to our core system.~~increased benefits expense.

Other expenses increased $1.3 million, or ~~29.2%~~22.0%, to ~~$6.0~~$7.3 million for the three months ended June 30, ~~2022,~~2023, compared to ~~$4.6~~$6.0 million for the same period of ~~2021.~~2022. The increase ~~is the~~was primarily attributable to increases in FDIC assessments ~~amortization~~and Louisiana shares tax, as well as an increase in loss on disposal of ~~intangible~~fixed assets in the current year period.

Marketing and ~~other~~promotional expenses ~~resulting from~~increased $756,000, or 60.8%, to $2.0 million for the ~~FTC Merger.~~three months ended June 30, 2023, compared to $1.2 million for the same period of 2022. The increase was primarily attributable to expanded marketing campaigns in new and existing markets.

For the six months ended June 30, ~~2022,~~2023, noninterest expense totaled ~~$99.1~~$106.9 million, an increase of ~~$20.5~~$7.8 million, or ~~26.1%~~7.9%, from ~~$78.6~~$99.1 million for the ~~three~~six months ended June 30, ~~2021,~~2022, 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%.~~partially offset by decreases in professional fees and other real estate expenses and losses.

The following table presents the major components of noninterest expense for the six months ended June 30, ~~2022~~2023 compared to the ~~three~~six months ended June 30, ~~2021:~~2022:


	Six Months Ended June 30,
(Dollars in thousands)	2023		2022		$ Change		% Change
Noninterest expense:
Salaries and employee benefits expenses	$	63,600	$	55,650	$	7,950	14.3	%
Net occupancy expenses	9,210		9,007		203		2.3	%
Furniture, equipment and data processing expenses	14,586		14,286		300		2.1	%
Marketing and promotional expenses	3,537		2,352		1,185		50.4	%
Other real estate expenses and losses	371		1,043		(672)		(64.4)	%
Professional fees	1,906		5,794		(3,888)		(67.1)	%
Other expenses	13,677		10,953		2,724		24.9	%
Total	$	106,887	$	99,085	$	7,802	7.9	%

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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 iswas the largest component of noninterest expense, representing ~~56.2%~~59.5% and ~~60.0%~~56.2% of total noninterest expense for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. During the six months ended June 30, ~~2022,~~2023, salaries and employee benefits expense increased ~~$8.5~~$8.0 million, or ~~18.0%~~14.3%, to ~~$55.7~~$63.6 million, compared to ~~$47.1~~$55.7 million for the six months ended June 30, 2022. The increase in salaries and employee benefits expense iswas primarily due the FTC Merger as well as to normal annual salary increases for employees and ~~increased bonuses.~~related expenses.

~~Net occupancy~~Other expenses increased ~~$1.8~~$2.7 million, or ~~25.6%~~24.9%, to ~~$9.0~~$13.7 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$7.2~~$11.0 million for the same period of ~~2021.~~2022. The ~~primary reason for the~~ increase ~~is increased depreciation~~was primarily attributable to increases in amortization of intangible assets and ~~rent expense as a result of~~Louisiana shares tax resulting from the FTC ~~Merger.~~Merger, as well as increases in FDIC assessments, fees and commissions expense and loss on disposal of fixed assets in the current year period.

~~Furniture, fixtures~~Marketing and ~~data processing~~promotional expenses increased ~~$2.2~~$1.2 million, or ~~18.7%~~50.4%, to ~~$14.3~~$3.5 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$12.0~~$2.4 million for the same period of ~~2021.~~2022. The increase iswas primarily ~~due~~attributable to ~~increased data processing~~expanded marketing campaigns in new and ~~equipment maintenance expenses in the current year period resulting from our recent core system upgrade as well as costs associated with conversion of FTC customers to our core system.~~existing markets.

~~Market and promotional expenses increased $1.0~~Professional fees decreased $3.9 million, or ~~76.7%~~67.1%, to ~~$2.4~~$1.9 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$1.3~~$5.8 million for the same period of ~~2021.~~2022. 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~~decrease was primarily the result of advisory fees as well as increased legal and accounting expenses in the prior year in connection with the FTC Merger.

Other real estate expenses ~~increased $1.8 million,~~and losses decreased $672,000, or ~~19.7%~~64.4%, to ~~$11.0 million~~$371,000 for the six months ended June 30, ~~2022,~~2023, compared to ~~$9.2~~$1.0 million for the same period of ~~2021.~~2022. The ~~increase is the~~decrease was primarily ~~attributable~~related to increases in ~~FDIC assessments, amortization of intangible assets, and~~write downs on other ~~expenses resulting from~~real estate owned in the ~~FTC Merger.~~prior year period.

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.

BancPlus recorded income tax expense of ~~$4.2~~$3.2 million for the three months ended June 30, ~~2022,~~2023, compared to ~~$3.6~~$4.2 million for the same period of ~~2021, an increase~~2022, a decrease of ~~$652,000,~~$1.0 million, or ~~18.3%~~24.4%. BancPlus’ effective tax rate for the three months ended June 30, ~~2022~~2023 was ~~20.7%~~19.4%, compared to ~~20.2%~~20.7% for the same period of ~~2021.~~2022.

The decrease in the effective tax rate and income tax expense for the three months ended June 30, 2023 compared with the same period of 2022 was the result of non-deductible expenses related to the FTC Merger in the prior year period.

BancPlus recorded income tax expense of ~~$7.0~~$7.9 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$6.6~~$7.0 million for the same period of ~~2021,~~2022, an increase ~~$387,000,~~of $1.0 million, or ~~5.9%~~13.8%. BancPlus’ effective tax rate for the six months ended June 30, ~~2022~~2023 was ~~21.3%~~20.8%, compared to ~~17.4%~~21.3% for the same period of ~~2021.~~2022.

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The ~~increase~~decrease in the effective tax rate for the six months ended June 30, ~~2022~~2023 compared with the same period of ~~2021~~2022 was the result of non-deductible expenses related to the ~~Company taking advantage of tax credits offered by Mississippi and non-taxable life insurance proceeds~~FTC Merger in the prior year period.

The increase in income tax expense for the ~~three and~~ six months ended June 30, ~~2022,~~2023, compared to the same periods of ~~2021,~~2022, was primarily the result of higher income before taxes in the current ~~year.~~year to date period.

Financial Condition

The following discussion compares BancPlus’ financial condition as of June 30, ~~2022~~2023 to December 31, ~~2021.~~2022.

Assets

Total assets increased ~~$1.38~~$0.51 billion, or ~~26.5%~~7.2%, to ~~$6.57~~$7.54 billion at June 30, ~~2022 from~~2023 over total assets of ~~$5.20~~$7.03 billion at December 31, ~~2021.~~2022. Total cash and cash equivalents ~~decreased $320.4~~increased $53.3 million, or ~~48.2%~~38.7%, to ~~$343.7~~$191.2 million at June 30, ~~2022,~~2023, compared to ~~$664.2~~$137.9 million at December 31, ~~2021,~~2022, primarily due to increases in deposits and proceeds from Federal Home Loan Bank advances, partially offset by an increase in cash outflow for investments and loans made during the period. Total loans held for investment increased ~~$1.54~~$0.26 billion, or ~~42.6%~~4.5%, to ~~$5.16~~$6.09 billion at June 30, ~~2022,~~2023, compared to ~~$3.62~~$5.82 billion at December 31, ~~2021~~2022 as a result of ~~the FTC Merger and~~

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organic loan growth. Investment securities increased ~~$45.1~~$178.0 million, or ~~7.0%~~25.9%, from ~~$648.3~~$686.2 million at December 31, ~~2021~~2022 to ~~$693.4~~$864.2 million at June 30, ~~2022~~2023 primarily as a result of ~~securities acquired~~increases in ~~the FTC Merger and excess liquidity.~~BancPlus’ portfolio of U.S. Government agency obligations.

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 June 30, ~~2022, 9.6%~~2023, 6.7% of BancPlus’ investment securities portfolio was classified as held to maturity and ~~90.4%~~93.3% was classified as available for sale. As of December 31, ~~2021, 11.1%~~2022, 9.1% of BancPlus’ investment securities portfolio was classified as held to maturity and ~~88.9%~~90.9% was classified as available for sale. Securities available for sale increased ~~$50.4~~$182.2 million, or ~~8.7%~~29.2%, from ~~$576.6~~$623.9 million at December 31, ~~2021~~2022 to ~~$627.0~~$806.1 million at June 30, ~~2022.~~2023 primarily as a result of increases in BancPlus’ portfolio of U.S. Government agency obligations.

At June 30, 2023, U.S. government agency obligations represented 47.6%, mortgage-backed securities represented 11.5%, municipal securities represented 12.2%, corporate investments represented 5.1%, U.S. Treasuries represented 22.7% and asset-backed securities represented 0.9% of BancPlus’ investment securities portfolio. At December 31, 2022, U.S. government agency obligations represented ~~53.3%~~55.2%, mortgage-backed securities represented ~~17.5%~~15.5%, municipal securities represented ~~15.8%~~16.1%, corporate investments represented 6.7%~~, U.S. Treasuries represented 5.0%~~ and asset-backed securities represented ~~1.7%~~1.5% 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 17.9%, corporate investments represented 6.9% and asset-backed securities represented 2.0% of theBancPlus’ 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:


	June 30, 2023				December 31, 2022
(Dollars in thousands)	Carrying Value		% of Total		Carrying Value		% of Total
Held to Maturity:
(At amortized cost)

Issued by states and political subdivisions	$	58,118	6.72	%	$	62,274	9.08	%

Total held-to-maturity	58,118		6.72	%	62,274		9.08	%

Available for Sale:
(At fair value)
U.S. Treasuries	196,364		22.72	%	34,579		5.04	%
U.S. Government agency obligations	411,387		47.60	%	378,736		55.19	%
Issued by states and political subdivisions	47,462		5.49	%	48,150		7.02	%
Mortgage-backed securities:
Residential	87,519		10.13	%	94,132		13.72	%
Commercial	11,982		1.39	%	12,070		1.76	%
Asset-backed securities	7,561		0.87	%	10,220		1.49	%
Corporate investments	43,835		5.07	%	46,033		6.71	%
Total available for sale	806,110		93.28	%	623,920		90.92	%

Total investment securities	$	864,228	100.00	%	$	686,194	100.00	%

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June 30, 2022 December 31, 2021
(Dollars in thousands) Carrying Value % of Total Carrying Value % of Total
Held to Maturity:
(At amortized cost)
Issued by states and political subdivisions $ 66,359 9.57 % $ 71,648 11.05 %
Total held-to-maturity 66,359 9.57 % 71,648 11.05 %
Available for Sale:
(At fair value)
U.S. Treasuries 34,729 5.01 % — — %
U.S. Government agency obligations 369,394 53.27 % 350,250 54.03 %
Issued by states and political subdivisions 43,526 6.28 % 44,684 6.89 %
Mortgage-backed securities:
Residential 108,784 15.69 % 109,787 16.94 %
Commercial 12,867 1.86 % 14,276 2.20 %
Asset-backed securities 11,602 1.67 % 13,107 2.02 %
Corporate investments 46,125 6.65 % 44,510 6.87 %
Total available for sale 627,027 90.43 % 576,614 88.95 %
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 June 30, 2022																	Maturity as of June 30, 2023
		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	$	8,170	3.15	%	$	46,172	2.54	%	$	9,807	3.27	%	$	2,210	4.27	%	Issued by states and political subdivisions	$	5,997	2.70	%	$	44,173	2.46	%	$	6,308	3.62	%	$	1,640	4.28	%

Total held to maturity	Total held to maturity	8,170		3.15	%	46,172		2.54	%	9,807		3.27	%	2,210		4.27	%	Total held to maturity	5,997		2.70	%	44,173		2.46	%	6,308		3.62	%	1,640		4.28	%

Available for sale:	Available for sale:																	Available for sale:
U.S. Treasuries	U.S. Treasuries	4,876		1.05	%	29,854		1.36	%	—		—	%	—		—	%	U.S. Treasuries	176,673		4.59	%	19,691		4.28	%	—		—	%	—		—	%
U.S. Government agency obligations	U.S. Government agency obligations	4,873		0.80	%	282,205		0.74	%	78,900		1.28	%	3,416		2.03	%	U.S. Government agency obligations	82,173		0.56	%	286,691		1.39	%	40,289		1.97	%	2,234		6.61	%
Issued by states and political subdivisions	Issued by states and political subdivisions	2,467		2.85	%	17,754		2.67	%	18,074		3.24	%	5,231		2.77	%	Issued by states and political subdivisions	2,920		3.46	%	24,508		2.78	%	16,882		3.11	%	3,152		4.02	%
Mortgage-backed securities:	Mortgage-backed securities:																	Mortgage-backed securities:
Residential	Residential	—		—	%	—		—	%	6,878		2.18	%	101,906		2.50	%	Residential	—		—	%	1,876		1.82	%	3,482		2.51	%	82,161		2.56	%
Commercial	Commercial	—		—	%	4,741		1.55	%	7,552		1.53	%	575		2.50	%	Commercial	—		—	%	9,030		1.52	%	2,630		1.58	%	322		2.51	%
Asset-backed securities	Asset-backed securities	—		—	%	—		—	%	—		—	%	11,601		2.96	%	Asset-backed securities	—		—	%	—		—	%	—		—	%	7,561		6.55	%
Corporate investments	Corporate investments	—		—	%	464		2.75	%	44,679		4.08	%	981		4.50	%	Corporate investments	—		—	%	1,361		5.94	%	41,764		4.26	%	710		4.50	%
Total available for sale	Total available for sale	12,216		1.31	%	335,018		0.91	%	156,083		2.36	%	123,710		2.56	%	Total available for sale	261,766		3.31	%	343,157		1.68	%	105,047		3.07	%	96,140		3.03	%

Total securities		$	20,386	2.05	%	$	381,190	1.11	%	$	165,890	2.41	%	$	125,920	2.59	%
Total investment securities																		Total investment securities	$	267,763	3.30	%	$	387,330	1.77	%	$	111,355	3.10	%	$	97,780	3.05	%

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		Maturity as of December 31, 2021																	Maturity as of December 31, 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	$	9,286	3.00	%	$	44,803	2.77	%	$	15,349	2.41	%	$	2,210	4.27	%	Issued by states and political subdivisions	$	6,961	2.71	%	$	47,221	2.53	%	$	6,452	3.77	%	$	1,640	4.39	%

Total held to maturity	Total held to maturity	9,286		3.00	%	44,803		2.77	%	15,349		2.41	%	2,210		4.27	%	Total held to maturity	6,961		2.71	%	47,221		2.53	%	6,452		3.77	%	1,640		4.39	%

Available for sale:	Available for sale:																	Available for sale:
U.S. Treasuries																		U.S. Treasuries	25,302		1.35	%	9,277		1.24	%	—		—	%	—		—	%
U.S. Government agency obligations	U.S. Government agency obligations	5,006		2.60	%	221,071		0.54	%	120,049		1.20	%	4,124		1.77	%	U.S. Government agency obligations	57,051		0.57	%	259,397		1.02	%	59,604		1.38	%	2,684		4.79	%
Issued by states and political subdivisions	Issued by states and political subdivisions	2,202		4.06	%	15,110		2.63	%	21,084		3.09	%	6,288		3.24	%	Issued by states and political subdivisions	3,391		2.72	%	22,436		2.96	%	19,230		3.19	%	3,093		3.62	%
Mortgage-backed securities:	Mortgage-backed securities:																	Mortgage-backed securities:
Residential	Residential	—		—	%	—		—	%	4,211		1.86	%	105,576		2.42	%	Residential	—		—	%	386		1.48	%	5,691		2.29	%	88,056		2.54	%
Commercial	Commercial	—		—	%	—		—	%	13,512		1.54	%	764		2.50	%	Commercial	—		—	%	9,082		1.52	%	2,637		1.58	%	350		2.56	%
Asset-backed securities	Asset-backed securities	—		—	%	—		—	%	—		—	%	13,107		1.83	%	Asset-backed securities	—		—	%	—		—	%	—		—	%	10,220		5.57	%
Corporate investments	Corporate investments	4,004		2.13	%	493		2.75	%	38,953		4.12	%	1,060		4.50	%	Corporate investments	—		—	%	437		2.75	%	42,767		4.12	%	2,829		6.33	%
Total available for sale	Total available for sale	11,212		2.72	%	236,674		0.68	%	197,809		2.01	%	130,919		2.40	%	Total available for sale	85,744		0.89	%	301,015		1.19	%	129,929		2.59	%	107,232		3.02	%

Total securities		$	20,498	2.85	%	$	281,477	1.01	%	$	213,158	2.04	%	$	133,129	2.43	%
Total investment securities																		Total investment securities	$	92,705	1.02	%	$	348,236	1.37	%	$	136,381	2.65	%	$	108,872	3.04	%

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 June 30, 2022				As of December 31, 2021					As of June 30, 2023				As of December 31, 2022
(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	$	1,236,278	23.96	%	$	774,699	21.41	%	Residential properties	$	1,494,751	24.55	%	$	1,403,974	24.11	%
Construction and land development	Construction and land development	834,809		16.18	%	543,763		15.02	%	Construction and land development	813,512		13.36	%	772,357		13.26	%
Farmland	Farmland	242,640		4.70	%	211,503		5.84	%	Farmland	301,778		4.96	%	283,832		4.87	%
Other commercial	Other commercial	2,050,729		39.74	%	1,396,085		38.58	%	Other commercial	2,587,757		42.49	%	2,467,216		42.36	%
Total real estate	Total real estate	4,364,456		84.58	%	2,926,050		80.85	%	Total real estate	5,197,798		85.36	%	4,927,379		84.60	%
Commercial and industrial	Commercial and industrial	592,810		11.49	%	527,102		14.56	%	Commercial and industrial	699,305		11.49	%	706,466		12.13	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	84,007		1.63	%	86,520		2.39	%	Agricultural production and other loans to farmers	92,885		1.53	%	80,770		1.39	%
Consumer and other	Consumer and other	118,433		2.30	%	79,500		2.20	%	Consumer and other	98,826		1.62	%	109,534		1.88	%
Total loans, gross	Total loans, gross	5,159,706		100.00	%	3,619,172		100.00	%	Total loans, gross	6,088,814		100.00	%	5,824,149		100.00	%
Allowance for loan losses		(43,353)				(45,000)
Allowance for credit losses										Allowance for credit losses	(65,229)				(42,875)
Total loans, net	Total loans, net	$	5,116,353			$	3,574,172			Total loans, net	$	6,023,585			$	5,781,274

Our loan portfolio was comprised of ~~73.7%~~73.8% commercial loans and ~~26.3%~~26.2% consumer loans as of June 30, ~~2022,~~2023, compared to 76.4% commercial loans and 23.6% consumer loans as of December 31, ~~2021.~~2022. 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 June 30, ~~2022,~~2023, BancPlus’ loan portfolio included ~~$341.3~~$498.3 million of loan participations purchased, or ~~6.61%~~8.18% of total loans, which ~~includes $185.6~~included $298.7 million of shared national credits. At December 31, ~~2021,~~2022, BancPlus’ loan portfolio included ~~$333.0~~$471.3 million of loan participations purchased, or ~~9.20%~~8.09% of total loans, which ~~includes $177.5~~included $274.4 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 June 30, 2022											As of June 30, 2023
(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	$	101,072	$	331,972	$	502,340	$	300,894	$	1,236,278	Residential properties	$	153,411	$	451,976	$	489,698	$	399,666	$	1,494,751
Construction and land development	Construction and land development	207,891		448,221		138,621		40,076		834,809		Construction and land development	333,889		351,823		113,583		14,217		813,512
Farmland	Farmland	24,013		120,881		76,937		20,809		242,640		Farmland	46,862		117,973		107,038		29,905		301,778
Other commercial	Other commercial	143,014		1,015,202		642,712		249,801		2,050,729		Other commercial	301,991		1,607,785		468,921		209,060		2,587,757
Total real estate	Total real estate	475,990		1,916,276		1,360,610		611,580		4,364,456		Total real estate	836,153		2,529,557		1,179,240		652,848		5,197,798
Commercial and industrial	Commercial and industrial	159,696		338,246		94,868		—		592,810		Commercial and industrial	125,961		501,922		71,422		—		699,305
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	30,976		51,089		1,942		—		84,007		Agricultural production and other loans to farmers	46,877		45,556		452		—		92,885
Consumer and other loans	Consumer and other loans	23,047		86,777		8,595		14		118,433		Consumer and other loans	23,991		69,270		5,546		19		98,826
Total loans	Total loans	$	689,709	$	2,392,388	$	1,466,015	$	611,594	$	5,159,706	Total loans	$	1,032,982	$	3,146,305	$	1,256,660	$	652,867	$	6,088,814

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		As of December 31, 2021											As of December 31, 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	$	105,854	$	317,073	$	340,436	$	11,336	$	774,699	Residential properties	$	149,146	$	401,119	$	497,926	$	355,783	$	1,403,974
Construction and land development	Construction and land development	217,487		285,923		31,161		9,192		543,763		Construction and land development	272,454		379,245		104,632		16,026		772,357
Farmland	Farmland	38,671		104,034		61,553		7,245		211,503		Farmland	46,925		114,854		96,937		25,116		283,832
Other commercial	Other commercial	172,914		878,887		299,853		44,431		1,396,085		Other commercial	254,430		1,504,253		487,890		220,643		2,467,216
Total real estate	Total real estate	534,926		1,585,917		733,003		72,204		2,926,050		Total real estate	722,955		2,399,471		1,187,385		617,568		4,927,379
Commercial and industrial	Commercial and industrial	98,197		342,243		86,662		—		527,102		Commercial and industrial	151,895		451,261		103,310		—		706,466
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	49,748		36,214		558		—		86,520		Agricultural production and other loans to farmers	40,558		39,665		547		—		80,770
Consumer and other loans	Consumer and other loans	20,686		57,222		1,578		14		79,500		Consumer and other loans	39,667		64,715		5,138		14		109,534
Total loans	Total loans	$	703,557	$	2,021,596	$	821,801	$	72,218	$	3,619,172	Total loans	$	955,075	$	2,955,112	$	1,296,380	$	617,582	$	5,824,149


		As of June 30, 2022							As of June 30, 2023
(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	$	989,554	$	246,724	$	1,236,278	Residential properties	$	1,190,415	$	304,336	$	1,494,751
Construction and land development	Construction and land development	357,261		477,548		834,809		Construction and land development	450,384		363,128		813,512
Farmland	Farmland	165,772		76,868		242,640		Farmland	184,134		117,644		301,778
Other commercial	Other commercial	1,493,690		557,039		2,050,729		Other commercial	1,862,123		725,634		2,587,757
Total real estate	Total real estate	3,006,277		1,358,179		4,364,456		Total real estate	3,687,056		1,510,742		5,197,798
Commercial and industrial	Commercial and industrial	299,582		293,228		592,810		Commercial and industrial	328,200		371,105		699,305
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	46,631		37,376		84,007		Agricultural production and other loans to farmers	48,357		44,528		92,885
Consumer and other loans	Consumer and other loans	89,711		28,722		118,433		Consumer and other loans	63,701		35,125		98,826
Total loans	Total loans	$	3,442,201	$	1,717,505	$	5,159,706	Total loans	$	4,127,314	$	1,961,500	$	6,088,814


		As of December 31, 2021							As of December 31, 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	$	644,842	$	129,857	$	774,699	Residential properties	$	1,115,571	$	288,403	$	1,403,974
Construction and land development	Construction and land development	262,573		281,190		543,763		Construction and land development	413,291		359,066		772,357
Farmland	Farmland	154,154		57,349		211,503		Farmland	181,973		101,859		283,832
Other commercial	Other commercial	1,157,465		238,620		1,396,085		Other commercial	1,748,802		718,414		2,467,216
Total real estate	Total real estate	2,219,034		707,016		2,926,050		Total real estate	3,459,637		1,467,742		4,927,379
Commercial and industrial	Commercial and industrial	258,036		269,066		527,102		Commercial and industrial	316,909		389,557		706,466
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	58,206		28,314		86,520		Agricultural production and other loans to farmers	44,941		35,829		80,770
Consumer and other loans	Consumer and other loans	54,923		24,577		79,500		Consumer and other loans	78,411		31,123		109,534
Total loans	Total loans	$	2,590,199	$	1,028,973	$	3,619,172	Total loans	$	3,899,898	$	1,924,251	$	5,824,149

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

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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 June 30, ~~2022,~~2023, BancPlus had total off-balance sheet commitments of ~~$1.636~~$1.484 billion. At June 30, 2023, BancPlus had an allowance for credit loss on off-balance sheet commitments of $11.7 million.

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.~~

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


		As of June 30, 2022									As of June 30, 2023
(Dollars in thousands)	(Dollars in thousands)	Risk Grades 1-7		Substandard		Doubtful		Total		(Dollars in thousands)	Risk Grades 1-6		Special Mention		Substandard		Doubtful		Total
Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	1,223,660	$	12,575	$	43	$	1,236,278	Residential properties	$	1,480,958	$	—	$	13,777	$	16	$	1,494,751
Construction and land development	Construction and land development	832,645		2,164		—		834,809		Construction and land development	811,068		42		2,402		—		813,512
Farmland	Farmland	240,290		2,350		—		242,640		Farmland	299,168		—		2,610		—		301,778
Other commercial	Other commercial	2,035,286		15,443		—		2,050,729		Other commercial	2,575,431		—		12,326		—		2,587,757
Total real estate	Total real estate	4,331,881		32,532		43		4,364,456		Total real estate	5,166,625		42		31,115		16		5,197,798
Commercial and industrial	Commercial and industrial	577,509		14,047		1,254		592,810		Commercial and industrial	686,862		—		10,852		1,591		699,305
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	83,898		109		—		84,007		Agricultural production and other loans to farmers	92,800		—		85		—		92,885
Consumer and other	Consumer and other	118,330		103		—		118,433		Consumer and other	98,745		—		81		—		98,826
Total	Total	$	5,111,618	$	46,791	$	1,297	$	5,159,706	Total	$	6,045,032	$	42	$	42,133	$	1,607	$	6,088,814

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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	As of December 31, 2022
(Dollars in thousands)	Risk Grades 1-6		Special Mention		Substandard		Doubtful		Total
Secured by real estate:
Residential properties	$	1,391,039	$	—	$	12,852	$	83	$	1,403,974
Construction and land development	768,699		303		3,355		—		772,357
Farmland	280,522		—		3,310		—		283,832
Other commercial	2,456,708		—		10,384		124		2,467,216
Total real estate	4,896,968		303		29,901		207		4,927,379
Commercial and industrial	693,963		—		12,503		—		706,466
Agricultural production and other loans to farmers	80,524		—		246		—		80,770
Consumer and other	108,279		—		1,255		—		109,534
Total	$	5,779,734	$	303	$	43,905	$	207	$	5,824,149

Nonperforming Assets

Nonperforming loans include loans accounted for on a nonaccrual basis and ~~TDR~~ loans that are 90 days past due and still accruing. Nonperforming assets consist of nonperforming loans plus foreclosed assets (i.e. real estate acquired through foreclosure).

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


(Dollars in thousands)	(Dollars in thousands)	June 30, 2022			December 31, 2021			(Dollars in thousands)	June 30, 2023			December 31, 2022
Nonaccrual loans:	Nonaccrual loans:							Nonaccrual loans:
Real estate loans:	Real estate loans:							Real estate loans:
Residential properties	Residential properties	$	2,878		$	3,154		Residential properties	$	2,287		$	2,726
Construction and land development	Construction and land development	40			51			Construction and land development	—			24
Farmland	Farmland	968			1,327			Farmland	670			960
Other commercial	Other commercial	3,105			1,176			Other commercial	1,725			1,215
Total real estate	Total real estate	6,991			5,708			Total real estate	4,682			4,925
Commercial and industrial	Commercial and industrial	1,625			20			Commercial and industrial	92			192
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	14			3			Agricultural production and other loans to farmers	—			155
Consumer and other	Consumer and other	26			166			Consumer and other	—			—
Total nonaccrual loans	Total nonaccrual loans	8,656			5,897			Total nonaccrual loans	4,774			5,272

Troubled debt restructuring loans – accruing:
90+ days past due and accruing:								90+ days past due and accruing:
Real estate loans:	Real estate loans:							Real estate loans:
Residential properties	Residential properties	1,615			1,641			Residential properties	1,170			1,079
Construction and land development	Construction and land development	574			1,558			Construction and land development	—			1,578
Farmland	Farmland	—			—			Farmland	59			427
Other commercial	Other commercial	—			—			Other commercial	1,640			216
Total real estate	Total real estate	2,189			3,199			Total real estate	2,869			3,300
Commercial and industrial	Commercial and industrial	—			381			Commercial and industrial	187			545
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	44			697
Total troubled debt restructuring loans – accruing		2,189			3,580
Total 90+ days past due and accruing								Total 90+ days past due and accruing	3,100			4,542
Total nonperforming loans	Total nonperforming loans	10,845			9,477			Total nonperforming loans	7,874			9,814
Plus: foreclosed assets	Plus: foreclosed assets	6,462			5,815			Plus: foreclosed assets	3,722			4,231
Total nonperforming assets	Total nonperforming assets	$	17,307		$	15,292		Total nonperforming assets	$	11,596		$	14,045

Nonaccrual loans to total loans	Nonaccrual loans to total loans	0.17		%	0.16		%	Nonaccrual loans to total loans	0.08		%	0.09		%
Nonperforming loans to total loans	Nonperforming loans to total loans	0.21		%	0.26		%	Nonperforming loans to total loans	0.13		%	0.17		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.26		%	0.29		%	Nonperforming assets to total assets	0.15		%	0.20		%
Allowance for loan losses to nonaccrual loans		500.84		%	763.10		%
90+ days past due and accruing		$	2,437		$	2,914
Total troubled debt restructuring loans		$	2,561		$	3,746
Allowance for credit losses to nonaccrual loans								Allowance for credit losses to nonaccrual loans	1366.34		%	813.26		%

Total nonperforming assets ~~increased~~decreased by ~~$2.0~~$2.4 million, or ~~13.2%~~17.4%, from ~~$15.3~~$14.0 million at December 31, ~~2021~~2022 to ~~$17.3~~$11.6 million at June 30, ~~2022,~~2023, primarily the result of collections in the current year to date period on loans there were 90+ days past due at December 31, 2022. This decrease in nonperforming loans ~~and foreclosed assets acquired~~for the period ended June 30, 2023 resulted in corresponding decreases in the ~~FTC Merger.~~ratios for nonperforming loans to total loans and nonperforming assets to total assets, as well as the increase in the ratio of allowance for credit losses to nonaccrual loans.

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~~well-secured and ~~is actively~~ in the process of collection.

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When a loan is placed on nonaccrual status, ~~current year~~ interest ~~previously~~that is accrued but ~~uncollected on such loans~~not collected is reversed ~~and charged~~ against ~~current income, and prior year~~ interest ~~if any, is charged off against the allowance for loan losses.~~income. Generally, payments received on nonaccrual loans are applied directly to principal.

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Allowance for ~~Loan~~Credit Losses

The allowance for ~~loan~~credit losses is a reserve established through charges to earnings in the form of a provision for ~~loan~~credit losses. BancPlus maintains an allowance for ~~loan~~credit losses at a level management considers adequate to provide for ~~known and probable incurred~~expected credit losses inon loans over the ~~portfolio.~~life of the loan. 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~~BancPlus made the policy election to exclude accrued interest receivable on loans from the estimate of credit losses. The Company calculates estimated credit loss on its portfolio primarily using quantitative methodologies using relevant available information from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans and whether it needs to evaluate the allowance on an individual basis. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit. The Company’s segments for loans include commercial real estate, commercial and industrial, residential and consumer.

Expected credit losses are estimated over the contractual term of each loan taking into consideration expected prepayments. The contractual term excludes expected extensions, renewals, and modifications. Also included in the ~~loan portfolio on an ongoing basis. A risk system, consisting of multiple grading categories~~allowance for ~~each portfolio class, is utilized as an analytical tool~~credit losses are qualitative reserves to ~~assess risk~~cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative method or the economic assumptions described above. For example, factors that the Company considers include the nature and ~~appropriate reserves. In addition to the risk system, management further evaluates risk characteristics~~size of the ~~loan~~ portfolio, ~~under~~portfolio concentrations, the volume and severity of past due loans and non-accrual loans and 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. business conditions.

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 second quarter of ~~2022,~~2023, the U.S. economy continued to experience volatility and there remains uncertainty surrounding future economic conditions as a result of supply chain disruptions, labor shortages, and the conflict in ~~Ukraine, and the COVID-19 pandemic.~~Ukraine. 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~~credit losses.

The allowance for ~~loan~~credit losses was ~~$43.4~~$65.2 million and ~~$45.0~~$42.9 million, and the allowance for ~~loan~~credit losses as a percentage of loans was ~~0.84%~~1.07% and ~~1.24%~~0.74%, at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Net charge-offs ~~(recoveries)~~ totaled $596,000 and $2.1 million ~~and $(78,000)~~ for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The variance iswas primarily the result of ~~current year~~a decrease in charge-offs on agricultural production and other loans to farmers and residential properties partially offset by an increase in charge-offs on consumer and other ~~commercial categories.~~loans in the current year.

The allowance for ~~loan~~credit losses ~~decreased~~increased by ~~$1.6~~$22.4 million, or ~~3.7%~~52.1%, to ~~$43.4~~$65.2 million at June 30, ~~2022,~~2023, from ~~$45.0~~$42.9 million at December 31, ~~2021,~~2022, primarily due to ~~an increase in net charge-offs in~~ the ~~current period.~~adoption of ASU 2016-13.

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


(Dollars in thousands)	(Dollars in thousands)	June 30, 2022			June 30, 2021			(Dollars in thousands)	June 30, 2023			June 30, 2022

Balance, beginning of period	Balance, beginning of period	$	45,000		$	36,000		Balance, beginning of period	$	42,875		$	45,000
Impact of adopting ASU 2016-13								Impact of adopting ASU 2016-13	20,744			—
Charge-offs:	Charge-offs:							Charge-offs:
Residential properties	Residential properties	780			176			Residential properties	178			780
Construction and land development	Construction and land development	1			228			Construction and land development	7			1
Farmland	Farmland	120			4			Farmland	114			120
Other commercial	Other commercial	319			397			Other commercial	56			319
Total real estate	Total real estate	1,220			805			Total real estate	355			1,220
Commercial and industrial	Commercial and industrial	979			280			Commercial and industrial	317			979
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	1,871			1,446			Agricultural production and other loans to farmers	13			1,871
Consumer and other	Consumer and other	332			225			Consumer and other	1,600			332
Total charge-offs	Total charge-offs	4,402			2,756			Total charge-offs	2,285			4,402
Recoveries:	Recoveries:							Recoveries:
Residential properties	Residential properties	109			281			Residential properties	125			109
Construction and land development	Construction and land development	446			51			Construction and land development	8			446
Farmland	Farmland	11			288			Farmland	92			11
Other commercial	Other commercial	97			313			Other commercial	112			97
Total real estate	Total real estate	663			933			Total real estate	337			663
Commercial and industrial	Commercial and industrial	80			304			Commercial and industrial	203			80
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	1,302			1,413			Agricultural production and other loans to farmers	2			1,302
Consumer and other	Consumer and other	259			184			Consumer and other	1,147			259
Total recoveries	Total recoveries	2,304			2,834			Total recoveries	1,689			2,304
Net charge-offs (recoveries)	Net charge-offs (recoveries)	2,098			(78)			Net charge-offs (recoveries)	596			2,098
Provision for loan losses		451			5,926
Provision for credit losses								Provision for credit losses	2,206			451
Balance, end of period	Balance, end of period	$	43,353		$	42,004		Balance, end of period	$	65,229		$	43,353

Total loans, end of period (including loans held for sale)	Total loans, end of period (including loans held for sale)	$	5,174,463		$	3,501,995		Total loans, end of period (including loans held for sale)	$	6,101,990		$	5,174,463
Average loans	Average loans	4,489,556			3,444,876			Average loans	$	5,952,466		$	4,489,556
Net charge-offs (annualized) to average loans	Net charge-offs (annualized) to average loans	0.09		%	—		%	Net charge-offs (annualized) to average loans	0.02		%	0.09		%
Allowance for loan losses to total loans		0.84		%	1.20		%
Allowance for credit losses to total loans								Allowance for credit losses to total loans	1.07		%	0.84		%

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

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		Six Months Ended June 30,													Six Months Ended June 30,
		2022						2021							2023						2022
(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	$	671	$	1,046,523	0.13	%	$	(105)	$	744,655	(0.03)	%	Residential properties	$	53	$	1,432,183	0.01	%	$	671	$	1,046,523	0.13	%
Construction and land development	Construction and land development	(445)		686,572		(0.13)	%	177		453,323		0.08	%	Construction and land development	(1)		822,157		—	%	(445)		686,572		(0.13)	%
Farmland	Farmland	109		223,491		0.10	%	(284)		206,211		(0.28)	%	Farmland	22		288,611		0.02	%	109		223,491		0.10	%
Other commercial	Other commercial	222		1,797,364		0.02	%	84		1,258,719		0.01	%	Other commercial	(56)		2,514,487		—	%	222		1,797,364		0.02	%
Commercial and industrial	Commercial and industrial	899		562,025		0.32	%	(24)		610,283		(0.01)	%	Commercial and industrial	114		712,114		0.03	%	899		562,025		0.32	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	569		71,852		1.58	%	33		83,874		0.08	%	Agricultural production and other loans to farmers	11		76,667		0.03	%	569		71,852		1.58	%
Consumer and other	Consumer and other	73		91,834		0.16	%	41		79,296		0.10	%	Consumer and other	453		100,696		0.90	%	73		91,834		0.16	%
Loans held for sale	Loans held for sale	—		9,895		—	%	—		8,515		—	%	Loans held for sale	—		5,551		—	%	—		9,895		—	%
Total	Total	$	2,098	$	4,489,556	0.09	%	$	(78)	$	3,444,876	—	%	Total	$	596	$	5,952,466	0.02	%	$	2,098	$	4,489,556	0.09	%

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


		June 30, 2022				December 31, 2021					June 30, 2023				December 31, 2022
(Dollars in thousands)	(Dollars in thousands)	Amount		Percent		Amount		Percent		(Dollars in thousands)	Amount		Percent		Amount		Percent
Residential properties	Residential properties	$	9,274	21.4	%	$	9,488	21.1	%	Residential properties	$	17,419	26.7	%	$	9,958	23.2	%
Construction and land development	Construction and land development	7,385		17.0	%	6,463		14.4	%	Construction and land development	18,980		29.1	%	6,519		15.2	%
Farmland	Farmland	1,763		4.1	%	2,171		4.8	%	Farmland	1,412		2.2	%	1,963		4.6	%
Other commercial	Other commercial	18,809		43.4	%	18,499		41.1	%	Other commercial	19,918		30.5	%	18,219		42.5	%
Total real estate	Total real estate	37,231		85.9	%	36,621		81.4	%	Total real estate	57,729		88.5	%	36,659		85.5	%
Commercial and industrial	Commercial and industrial	4,126		9.5	%	6,556		14.6	%	Commercial and industrial	6,410		9.8	%	4,750		11.1	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	716		1.7	%	958		2.1	%	Agricultural production and other loans to farmers	449		0.7	%	641		1.5	%
Consumer and other	Consumer and other	1,280		3.0	%	865		1.9	%	Consumer and other	641		1.0	%	825		1.9	%
Total allowance for loan losses		$	43,353	100.0	%	$	45,000	100.0	%
Total allowance for credit losses										Total allowance for credit losses	$	65,229	100.0	%	$	42,875	100.0	%

Goodwill and Other Intangible Assets

Goodwill was ~~$63.8~~$62.8 million ~~and $2.6 million~~as of both June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022. 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~~consisted 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 June 30, ~~2022~~2023 and December 31, ~~2021~~2022 were ~~$12.3~~$10.7 million and ~~$5.1~~$11.5 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:


		June 30, 2022						December 31, 2021							June 30, 2023						December 31, 2022
(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	$	1,707,538	0.00	%	31.61	%	$	1,337,985	0.00	%	30.13	%	Non-interest bearing	$	1,552,818	0.00	%	26.10	%	$	1,740,283	0.00	%	31.61	%
Interest bearing:	Interest bearing:													Interest bearing:
Transaction accounts	Transaction accounts	1,584,432		0.23	%	29.33	%	1,453,493		0.20	%	32.74	%	Transaction accounts	1,584,138		0.91	%	26.62	%	1,574,512		0.35	%	28.60	%
Money market and other savings accounts	Money market and other savings accounts	1,328,864		0.13	%	24.60	%	996,420		0.09	%	22.44	%	Money market and other savings accounts	1,934,851		2.56	%	32.52	%	1,408,355		0.42	%	25.58	%
Certificates of deposit	Certificates of deposit	780,399		0.34	%	14.45	%	652,247		0.56	%	14.69	%	Certificates of deposit	878,776		2.17	%	14.77	%	783,047		0.45	%	14.22	%
Total deposits	Total deposits	$	5,401,233	0.15	%	100.00	%	$	4,440,145	0.17	%	100.00	%	Total deposits	$	5,950,583	1.40	%	100.00	%	$	5,506,197	0.27	%	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 ~~$961.1~~$444.4 million, or ~~21.6%~~8.1%, to ~~$5.40~~$5.95 billion at June 30, ~~2022~~2023 from ~~$4.44~~$5.51 billion as of December 31, ~~2021~~2022 primarily resulted from increases in money market and other savings accounts driven by the ~~FTC Merger.~~higher interest rate market. At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, BancPlus held non-time deposits in excess of FDIC insurance limits estimated at ~~$1.40~~$2.14 billion and ~~$802.9 million,~~$1.53 billion, respectively.

The following table shows the maturity of certificates of deposit as of June 30, ~~2022:~~2023:


(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	$	22,823	$	42,620	$	65,443	$	13,823	3 months or less	$	23,797	$	64,814	$	88,611	$	9,973
Over 3 months through 6 months	Over 3 months through 6 months	43,044		126,549		169,593		20,794		Over 3 months through 6 months	72,485		142,119		214,604		38,920
Over 6 months through 12 months	Over 6 months through 12 months	86,230		190,631		276,861		52,480		Over 6 months through 12 months	115,661		274,237		389,898		44,308
Over 12 months	Over 12 months	75,630		231,209		306,839		29,880		Over 12 months	115,608		235,524		351,132		51,788
Total certificates of deposit	Total certificates of deposit	$	227,727	$	591,009	$	818,736	$	116,977	Total certificates of deposit	$	327,551	$	716,694	$	1,044,245	$	144,989

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 June 30, ~~2022~~2023 and December 31, ~~2021, we~~2022, BancPlus had no short-term borrowings. The following is a summary of our short-term borrowings during the periods presented.

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(Dollars in thousands)	Balances Outstanding						Weighted Average Rate
June 30, 2023	Maximum Month End		Average Daily		At Period End		During Period		At Period End
Federal funds purchased	$	—	$	3,310	$	—	4.83	%	—	%
Securities sold under agreements to repurchase	—		—		—		—	%	—	%
	$	—	$	—	$	—

December 31, 2022
Federal funds purchased	$	20,003	$	1,136	$	—	4.39	%	—	%
Securities sold under agreements to repurchase	—		—		—		—	%	—	%
	$	20,003	$	1,136	$	—

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 June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, BancPlus had ~~$20.1~~$540.1 million and ~~$20.5~~$318.1 million in FHLB borrowings, at a weighted average interest rate of ~~1.48%~~4.94% and ~~1.49%~~4.52%, 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. Interest only payments are due on a quarterly basis with the principal due at maturity on February 25, 2024. Unused fees on the revolving line of credit are paid quarterly at 0.25%. For the six months ended June 30, 2023, the Company paid unused fees of $25,000. The balance outstanding on this revolving line of credit was zero at June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

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


(Dollars in thousands)	(Dollars in thousands)	June 30, 2022		December 31, 2021		(Dollars in thousands)	June 30, 2023		December 31, 2022
2022		$	35	$	417
2023	2023	25		25		2023	$	230,006	$	318,025
2024	2024	13		13		2024	125,013		13
2025	2025	13		13		2025	125,013		13
2026	2026	14		14		2026	60,014		14
2027						2027	14		14
Thereafter	Thereafter	20,015		20,019		Thereafter	5		5
Total	Total	$	20,115	$	20,501	Total	$	540,065	$	318,084

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~~consolidated balance sheet and ~~will be~~are being 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 the Three-Month Term Secured Overnight Financing Rate (“SOFR”) plus 586 basis points, with interest during this period payable quarterly in arrears. The notes qualify as Tier 2 capital for regulatory capital purposes. The Company used the proceeds offrom the ~~private placement~~Notes for general corporate purposes, including improving the Company’s liquidity and capital position.

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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.

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~~“FTC Subordinated Notes”). The FTC 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~~SOFR plus 527 basis points, payable quarterly in arrears. BancPlus will be entitled to redeem the FTC Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the FTC Subordinated Notes in whole upon certain other events. The FTC Subordinated Notes are not subject to redemption at the option of the holder. The FTC Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The FTC 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 FTC Subordinated Notes vary from the amount carried on the ~~Consolidated Balance Sheets~~consolidated balance sheet at June 30, ~~2022~~2023 due to the remaining purchase premium of ~~$683,000,~~$536,000, 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~~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	June 30, 2022		December 31, 2021		(Dollars in thousands)	Year of Maturity	Interest Rate	June 30, 2023		December 31, 2022
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 CME Term SOFR, 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 CME Term SOFR, 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 CME Term SOFR, 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 CME Term SOFR, 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 CME Term SOFR, 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~~consolidated balance sheet at June 30, ~~2022~~2023 due to the remaining purchase discount of ~~$3.9~~$3.6 million, which was established upon the SCC Merger and is being amortized over the remaining life of the debentures. At June 30, 2023 and December 31, 2022, the remaining unamortized purchase discount was $3.6 million and $3.7 million, respectively.

Interest rates adjust quarterly for the subordinated debentures with rates that ~~are~~were nominally indexed with LIBOR. ~~On March 15, 2022~~Following the LIBOR cessation date of June 30, 2023, the interest rate on the subordinated notes was replaced with SOFR pursuant to 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.~~Act.

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

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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 $294.8~~decreased $7.3 million, or ~~75.5%~~1.0%, to ~~$685.3~~$690.8 million at June 30, ~~2022~~2023 from ~~$390.4~~$698.1 million at December 31, ~~2021,~~2022, primarily due to the ~~issuance~~cumulative change in accounting principle related to the adoption of ~~$250.0~~ASU 2016-13 of $25.0 million, dividends paid of ~~preferred~~$10.5 million, purchase of common stock ~~$56.5~~of the Company of $2.9 million, ~~of equity issued~~shares withheld to satisfy withholding obligation in the ~~FTC Merger, net income~~vesting of ~~$25.8~~restricted stock of $1.0 million ~~partially offset by~~and other comprehensive loss of ~~$29.7~~$565,000, partially offset by net income of $30.3 million and ~~dividends paid~~stock based compensation of ~~$8.9~~$2.3 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.

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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.

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~~consider 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	June 30, 2022			December 31, 2021			(Dollars in thousands) Primary Liquidity – On-Balance Sheet	June 30, 2023			December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	343,741		$	664,165		Cash and cash equivalents	$	191,214		$	137,895
Total securities	Total securities	693,386			648,262			Total securities	864,228			686,194
Less: pledged securities	Less: pledged securities	(464,709)			(489,184)			Less: pledged securities	(145,212)			(487,372)
Total primary liquidity	Total primary liquidity	$	572,418		$	823,243		Total primary liquidity	$	910,230		$	336,717
Ratio of primary liquidity to total deposits	Ratio of primary liquidity to total deposits	10.1		%	17.8		%	Ratio of primary liquidity to total deposits	14.9		%	5.8		%

5960

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Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	June 30, 2022			December 31, 2021			Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	June 30, 2023			December 31, 2022
Net secured borrowing capacity with the FHLB	Net secured borrowing capacity with the FHLB	$	1,889,933		$	1,476,825		Net secured borrowing capacity with the FHLB	$	1,548,377		$	1,880,392
Net secured borrowing capacity with the Federal Reserve Bank	Net secured borrowing capacity with the Federal Reserve Bank	282,783			189,497			Net secured borrowing capacity with the Federal Reserve Bank	586,511			573,588
Unsecured borrowing capacity with correspondent lenders	Unsecured borrowing capacity with correspondent lenders	243,000			223,000			Unsecured borrowing capacity with correspondent lenders	243,000			243,000
Available capacity on revolving line of credit	Available capacity on revolving line of credit	$	20,000		$	—		Available capacity on revolving line of credit	20,000			20,000
Total secondary liquidity	Total secondary liquidity	$	2,435,716		$	1,889,322		Total secondary liquidity	$	2,397,888		$	2,716,980
Ratio of primary and secondary liquidity to total deposits	Ratio of primary and secondary liquidity to total deposits	52.9		%	58.7		%	Ratio of primary and secondary liquidity to total deposits	54.2		%	52.4		%

During the six months ended June 30, ~~2022,~~2023, BancPlus’ primary liquidity ~~decreased~~increased by ~~$250.8~~$573.5 million to ~~$572.4~~$910.2 million, compared to ~~$823.2~~$336.7 million at December 31, 2021, primarily due to changes in cash and cash equivalents as a result of a net increase in 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 the increase in cash as a result of ECIP. Secondary liquidity increased by $546.4 million to $2.44 billion as of June 30, 2022, ~~from $1.89 billion as of December 31, 2021. This increase was~~ primarily due to an increase in cash and securites and a decrease in pledged securities. Secondary liquidity decreased by $319.1 million to $2.40 billion as of June 30, 2023 from $2.72 billion as of December 31, 2022. This decrease was primarily due to a decrease in BancPlus’ FHLB borrowing ~~capacity due to the FTC Merger.~~capacity.

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 ~~$5.46~~$5.77 billion and ~~$4.45~~$5.66 billion and represented ~~96.1% and 96.3%~~94.4% of total deposits as of both June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022. 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~~periods ended June 30, 2023 and ~~2021 year to date periods.~~December 31, 2022.

BancPlus’ liquidity policy includes both policy limits and policy guidelines for measuring and monitoring liquidity. BancPlus’ policy ~~measures~~limits 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 along with additional liquidity measures not specified in policy are ~~calculated~~reviewed monthly. ~~BancPlus also utilizes eleven liquidity~~Liquidity policy guidelines ~~that~~ are ~~reported~~reviewed quarterly. As of June 30, ~~2022 and December 31, 2021,~~2023, BancPlus was in compliance with all of its ~~established~~ liquidity ~~guidelines.~~policy limits.

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.

Due to state banking laws, BankPlus may not ~~declare~~pay dividends without the prior approval of the MDBCF. BankPlus received permission from the MDBCF to pay dividends of ~~$12.6~~$14.4 million and ~~$10.8~~$12.6 million for the year-to-date periods ended June 30, ~~2022~~2023 and June 30, ~~2021, respectively.~~2022, respectively to BancPlus. 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 byIn 2019, the federal ~~banking regulators about components, risk weightings~~bank regulatory agencies finalized a rule that simplifies capital requirements for qualifying community banks by providing an option to use a simple leverage ratio to measure capital adequacy and ~~other factors.~~

~~In addition, BancPlus must maintain a capital conservation buffer of 2.5%, consisting of CET1 capital, on top of the~~to not calculate risk-based ~~minimum~~ capital ratios. A ~~banking organization with a conservation buffer of~~qualifying community bank has less than $10 billion in total consolidated assets, limited amounts of off-balance-sheet exposures and trading assets and liabilities, and a leverage ratio greater than 9.0%. The community bank leverage ratio (“CBLR”) framework was effective on January 1, 2020, and the ~~required amount of 2.5% will be subject~~Company and the Bank elected to ~~limitations on capital distributions, including dividend payments, and certain discretionary bonus payments to executive~~

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~~officers. Minimum capital requirements, including~~adopt the ~~capital conservation buffer, to which BankPlus and BancPlus are subject are summarized~~optional CBLR framework in the ~~tables below.~~third quarter of 2022, as an alternative to the generally applicable capital rules.

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

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capital measure. As of June 30, 2023, the Bank maintained a leverage ratio of more than 9.0% and, as an institution has elected to adopt the CBLR framework, the Bank was therefore well capitalized under the regulatory framework for prompt corrective action.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, BancPlus and BankPlus met ~~all applicable~~the minimum CBLR requirement and therefore satisfied the capital adequacy requirements ~~and BankPlus was deemed “well capitalized.”~~to which they are subject. As a bank holding company, BancPlus is not subject to the prompt corrective action regime that applies to insured depository institutions, including BankPlus.

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
As of June 30, 2022: Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio
Consolidated:
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 693,031 12.41 % 474,789 8.50 % 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 693,031 10.83 % 255,955 4.00 % N/A N/A
Bank:
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 606,332 10.87 % 474,223 8.50 % 446,327 8.00 %
Total Capital to Risk-Weighted Assets 649,685 11.65 % 585,804 10.50 % 557,909 10.00 %
Tier 1 Capital to Average Assets 606,332 9.49 % 255,647 4.00 % 319,559 5.00 %


	Actual				Minimum Requirement to be Well Capitalized
As of June 30, 2023:	Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:




Community Bank Leverage Ratio	$	733,707	10.00	%	$	660,411	9.00	%

Bank:




Community Bank Leverage Ratio	$	682,869	9.32	%	$	659,762	9.00	%

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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	Actual				Minimum Requirement to be Well Capitalized
As of December 31, 2022:	Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:




Community Bank Leverage Ratio	$	721,001	10.54	%	$	615,566	9.00	%

Bank:




Community Bank Leverage Ratio	$	636,007	9.31	%	$	614,973	9.00	%

Contractual Obligations

Contractual obligations as of June 30, ~~2022,~~2023 totaled ~~$1.01~~$1.76 billion and were primarily comprised of deposits with maturities of ~~$818.7 million,~~$1.04 billion, subordinated debentures of ~~$133.4~~$133.6 million and operating lease obligations of ~~$37.3~~$46.5 million. Contractual obligations due within the next twelve months were ~~$512.0 million~~$1.01 billion and were primarily related to time deposits with maturity ~~dates.~~dates and short-term FHLB advances due in 2023-2024. Contractual obligations due in more than 12 months were ~~$497.6~~$755.8 million and were comprised of ~~$306.8~~$351.1 million of time deposits with maturity dates and ~~$133.4~~$133.6 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”),~~ “See Note 1 Basis of Presentation in our Condensed Notes to Consolidated Financial ~~Instruments – Credit Losses (Topic 326): Measurement~~Statements elsewhere in this Quarterly Report on Form 10-Q for details of ~~Credit Losses on Financial Instruments.” In June 2016, the Financial Accounting Standards Board (“FASB”)~~recently issued ~~Accounting Standards Update (“ASU”) 2016-13, which requires earlier measurement of credit losses~~accounting pronouncements and ~~enhances disclosures. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the~~their 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 a cross functional team that is working with third-party vendors to build and validate a model that will run parallel with the Company’s current model prior to implementation of 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~~our 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 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.

~~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.

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,~~2022, 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.~~Interest Rate Risk

As a financial institution, BancPlus’ primary market risk is interest rate risk, which is defined as the risk of economic loss due to changes in interest rates. These economic losses can be reflected as a loss of future net interest income and/or loss of current fair market value. BancPlus continually seeks to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest earning assets and interest-bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when BancPlus’ assets and liabilities each respond differently to changes in interest rates.

BancPlus’ management of interest rate risk is overseen by the ALCO. BancPlus’ risk management infrastructure, approved by the BancPlus Board of Directors, outlines reporting and measurement requirements. In particular, this infrastructure establishes limits and management targets for various metrics, including net interest income at risk and economic value of equity at risk, given instantaneous parallel shifts in interest rates. BancPlus’ risk management infrastructure also requires a periodic review of all key assumptions used, such as appropriate interest rate scenarios, loan prepayment rates, and transaction deposit durations.

BancPlus currently does not utilize derivative products to manage interest rate risk, although its policy does allow the use of derivatives within established parameters. BancPlus manages the interest rate risk associated with its interest bearing liabilities by managing the interest rates and terms associated with its borrowings and customer deposits on which BancPlus relies for funding. For instance, BancPlus occasionally uses special offers on deposits to attract additional balances, maintain current balances, and manage terms associated with its interest-bearing liabilities. BancPlus manages the interest rate risk associated with its earning assets by managing the interest rates and terms associated with its loan portfolio and investment securities portfolio.

Net Interest Income Simulation and Economic Value Analysis

On a quarterly basis, BancPlus uses a model to simulate and measure potential changes in its net interest income and economic value of equity (“EVE”) given instantaneous parallel shifts in interest rates. BancPlus’ net interest income at risk simulation measures shorter term risk over 12 and 24 month time frames. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value given the changes in interest rates. EVE is a point-in-time measurement that helps quantify longer term interest rate risk. The model has inherent limitations since the results are based on a given set of rate changes and assumptions as of a certain point in time. For purpose of the simulation, BancPlus assumes no balance sheet growth. Therefore, the model’s results reflect an interest rate shock to a static balance sheet.

Potential changes to BancPlus’ net interest income and EVE in hypothetical rising and declining interest rate scenarios calculated as of June 30, 2023 and December 31, 2022 are presented in the table below (dollars in thousands). The projections for June 30, 2023 and December 31, 2022 assume immediate, parallel shifts down from the yield curves of 100, 200, and 300 basis points and immediate, parallel shifts up of 100, 200, and 300 basis points.


	As of June 30, 2023								As of December 31, 2022
(Dollars in thousands)	Change in Net Interest Income				Change in Economic Value of Equity				Change in Net Interest Income				Change in Economic Value of Equity
Parallel Rate Shift (basis points)	$		%		$		%		$		%		$		%
300	$	(10,788)	(4.4)	%	$	(70,881)	(8.8)	%	$	(907)	(0.4)	%	$	(28,909)	(2.7)	%
200	$	(6,966)	(2.8)	%	$	(46,772)	(5.8)	%	$	(3,041)	(1.2)	%	$	(19,101)	(1.8)	%
100	$	(3,369)	(1.4)	%	$	(23,141)	(2.9)	%	$	(2,090)	(0.8)	%	$	(9,706)	(0.9)	%
Unchanged	$	—	—	%	$	—	—	%	$	—	—	%	$	—	—	%
-100	$	3,488	1.4	%	$	16,262	2.0	%	$	430	0.2	%	$	13,299	1.2	%
-200	$	5,694	2.3	%	$	25,495	3.2	%	$	(394)	(0.2)	%	$	17,758	1.7	%
-300	$	7,321	3.0	%	$	32,049	4.0	%	$	(9,414)	(3.7)	%	$	6,027	0.6	%

The table above indicates that in the event of an immediate and sustained 300 basis point increase in interest rates, BancPlus would have experienced a 4.4% decrease in net interest income in year one and an 8.8% decrease in EVE as of June 30, 2023. At December 31, 2022, in the event of an immediate and sustained 300 basis point increase in interest, BancPlus would have experienced a 0.4% decrease in net interest income and a 2.7% decrease in EVE. In the event of an immediate 100 basis point

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decrease in interest rates, BancPlus would have experienced an increase of 1.4% in net interest income and a 2.0% increase in EVE as of June 30, 2023, and a 0.2% increase in net interest income and a 1.2% increase in EVE as of December 31, 2022.

The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. The timing and magnitude of interest rate changes will most likely differ substantially from what is depicted. The shape or steepness of the yield curve typically changes with each change in the Fed Funds target range. Increasing deposit competition could reduce net interest income further if BancPlus is required to borrow at wholesale funding rates due to deposit runoff. Results could also change depending on faster or slower prepays in loans or early withdrawals in deposits than those assumed in the model. Finally, the results do not incorporate growth in the balance sheet or strategic changes made in response to changes in rates.

Because of the flaws in the nature of the static balance sheet rate shocks, ALCO also periodically runs model simulations that incorporate many of the factors mentioned above. These alternate scenarios change given the current economic environment, but may include the following: (1) expected balance sheet growth, (2) changes in rates timed with Federal Open Market Committee meetings, (3) increased early withdrawals of time deposits, (4) shifts in funding out of deposits and into wholesale borrowings, and (5) decreased growth of loans and deposits. Using a variety of scenarios in addition to BancPlus’ standard shocked scenarios enables ALCO to form a more accurate analysis of BancPlus’ overall interest rate sensitivity.

Impact of Inflation and Changing Prices

BancPlus’ consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of BancPlus’ assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on BancPlus’ performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

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 our management, with the participation of BancPlus’ ~~Chief~~Principal Executive Officer and ~~Chief~~Principal Financial Officer, of the effectiveness of BancPlus’ disclosure controls and procedures, ~~(as~~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~~Principal Executive Officer and the ~~Chief~~Principal 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.~~forms and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Effective January 1, 2023, BancPlus adopted FASB ASU 2016-13. BancPlus implemented changes to its policies, processes and controls over the estimation of the allowance for credit losses to support the adoption of FASB ASU 2016-13. Management revised previous internal controls used under legacy GAAP and incorporated new internal controls to ensure adequacy of the reserve levels under the new allowance for credit losses methodology. Changes to internal controls as a result of adopting FASB ASU 2016-13 were a result of changes in the calculation under the new allowance for credit losses methodology and did not change the overall nature of the controls.

There has been no change in BancPlus’ internal control over financial reporting identified in connection with the evaluation required by Rule 15d-15(e) under the Exchange Act that occurred during the ~~last fiscal quarter~~period covered by this report 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

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For information about our legal proceedings refer to Footnote 13 to our Condensed Notes to Consolidated Financial Statements for the quarter ended June 30, ~~2022~~2023 contained in Part I, Item 1 of this Quarterly Report on Form ~~10-Q~~10-Q.

In addition to the above, the Company, including its 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 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,~~2022, 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.~~Securities Trading Plans Of Directors and Executive Officers

During the three months ended June 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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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*3.1			~~Agreement and Plan~~Articles of ~~Share Exchange and Merger, dated September 18, 2019,~~Incorporation of BancPlus Corporation (incorporated by ~~and among BancPlus Corporation,BankPlus,StateCapitalCorp.,andStateBank~~&~~TrustCompany(incorporated~~byreferenceto ~~Annex A~~Exhibit 3.1 of the ~~Company's Registration Statement~~Quarterly Report on Form ~~S-4, as amended (File No. 333-236022),~~10-Q of the Registrant, filed on ~~February 10, 2020)~~
~~3.1~~			~~Articles~~of~~Incorporation~~of~~BancPlusCorporation(incorporated~~by~~reference~~to~~Exhibit3.1~~to~~theRegistration Statement on Form S-4, as amended (File No. 333-236022), of theRegistrant, filed on January 31, 2020)~~May 12, 2023)
3.2			By-laws of BancPlus Corporation (incorporated by reference to Exhibit 3.2 toof the~~RegistrationStatement~~ Annual Report on Form ~~S-4, as amended (File No. 333-236022),~~10-K of the Registrant, filed on ~~February 10, 2020)~~March 9, 2023)
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 of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2030 (incorporated by reference to Exhibit A of Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on June 5, 2020)
4.3			Form of 5.50% Fixed-to-Floating Rate Subordinated Note due 2030 (incorporated by reference to Exhibit A of Exhibit 10.3 of the Current Report on Form 8-K of the Registrant filed on March 1, 2022)
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 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on March 1, 2022)
4.5			Certificate of 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 23, 2022)
~~4.3~~4.6			Form of Certificate for Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (incorporated by reference to Exhibit ~~4.1~~4.2 of the Current Report on Form 8-K of the Registrant filed on June 23, 2022)
~~10.1~~			Letter Agreement, dated June 22, 2022, between BancPlus Corporation 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 June 23, 2022)
~~31.1~~31.1+			Certification by ~~Chief~~Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
~~31.2~~31.2+			Certification by ~~Chief~~Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
~~32.1~~32.1++			Certification by ~~Chief~~Principal 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~~32.2++			Certification by ~~Chief~~Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~101~~101+			Inline XBRL Interactive Data
~~104~~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.

+ Filed herewith.

++ Furnished herewith.

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SIGNATURES

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

BancPlus Corporation


Date:	August 11, ~~2022~~2023	By:	/s/ William A. Ray
			William A. Ray
			Vice Chairman, President and Chief Executive Officer
			(Principal Executive Officer)


Date:	August 11, ~~2022~~2023	By:	/s/ Karlen Turbeville
			Karlen Turbeville
			Senior Executive Vice President and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

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	June 30, 2022
	Principal		Recorded		Related
(In thousands)	Balance		Balance (1)		Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties	$	6,983	$	4,701	$	—
Construction and land development	2,196		654		—
Farmland	1,397		977		—
Other commercial	7,515		6,100		—
Total real estate	18,091		12,432		—
Commercial and industrial	13,906		12,833		—
Agricultural production and other loans to farmers	40		14		—
Consumer and other loans	247		26		—
Total	$	32,284	$	25,305	$	—

Impaired loans with related allowance:
Secured by real estate:
Residential properties	$	805	$	805	$	7
Construction and land development	—		—		—
Farmland	—		—		—
Other commercial	—		—		—
Total real estate	805		805		7
Commercial and industrial	372		372		132
Agricultural production and other loans to farmers	—		—		—
Consumer and other loans	—		—		—
Total	1,177		1,177		139
Total impaired loans	$	33,461	$	26,482	$	139


	Actual				Minimum Requirement				Required to be Well Capitalized
(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
June 30, 2022:
Company:
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	693,031		12.41	%	474,789		8.50	%	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	693,031		10.83	%	255,955		4.00	%	N/A		N/A

Bank:
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	606,332		10.87	%	474,223		8.50	%	446,327		8.00	%
Total Capital to Risk-Weighted Assets	649,685		11.65	%	585,804		10.50	%	557,909		10.00	%
Tier 1 Capital to Average Assets	606,332		9.49	%	255,647		4.00	%	319,559		5.00	%

December 31, 2021:
Company:
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	%


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

Fair value of unearned shares	$	—	$	1,938


	Actual				Minimum For Capital Adequacy Purposes				Required to be Well Capitalized
As of June 30, 2022:	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:
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	693,031		12.41	%	474,789		8.50	%	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	693,031		10.83	%	255,955		4.00	%	N/A		N/A

Bank:
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	606,332		10.87	%	474,223		8.50	%	446,327		8.00	%
Total Capital to Risk-Weighted Assets	649,685		11.65	%	585,804		10.50	%	557,909		10.00	%
Tier 1 Capital to Average Assets	606,332		9.49	%	255,647		4.00	%	319,559		5.00	%