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	~~September 30, 2023~~March 31, 2024

	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 ~~November 10, 2023: 11,619,559~~May 3, 2024: 11,688,124

BANCPLUS CORPORATION

FORM 10-Q

For the Quarter Ended ~~SEPTEMBER 30, 2023~~MARCH 31, 2024

INDEX


			Page Number

PART I – FINANCIAL INFORMATION			2

Item 1. Financial Statements (Unaudited):			2

Consolidated Balance Sheets at ~~September 30, 2023~~March 31, 2024 (unaudited) and December 31, ~~2022~~2023			2
Consolidated Statements of Income for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)			3
Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)			4
Consolidated Statements of Shareholders’ Equity for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)			5
Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022~~2023 (unaudited)			76

Condensed Notes to the Consolidated Financial Statements (unaudited)			98

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3529

Cautionary Statement Regarding Forward-Looking Statements			3629

Item 3. Quantitative and Qualitative Disclosures about Market Risk			6753

Item 4. Controls and Procedures			6855

PART II – OTHER INFORMATION			6855

Item 1. Legal Proceedings			6955

Item 1A. Risk Factors			6956

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			6956

Item 3. Defaults Upon Senior Securities			6956

Item 4. Mine Safety Disclosures			6956

Item 5. Other Information			6956

Item 6. Exhibits			7057

SIGNATURE PAGE			7158

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BancPlus Corporation and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)


		September 30, 2023		December 31, 2022
		(unaudited)
	March 31, 2024					March 31, 2024	December 31, 2023
	(unaudited)
Assets:	Assets:
Assets:
Assets:
Cash and due from banks
Cash and due from banks
Cash and due from banks	Cash and due from banks	$	97,764	$	107,402
Interest bearing deposits with banks	Interest bearing deposits with banks	81,907		30,493
Total cash and cash equivalents	Total cash and cash equivalents	179,671		137,895
Securities available for sale, net of allowance for credit losses of $2.0 million and zero at September 30, 2023 and December 31, 2022, respectively		820,522		623,920
Securities held to maturity - fair value: $57,606 - 2023; $62,068 - 2022		57,951		62,274
Securities available for sale, net of allowance for credit losses of zero and $2.0 million at March 31, 2024 and December 31, 2023, respectively
Securities held to maturity - fair value: $54,061 - 2024; $55,045 - 2023
Loans held for sale	Loans held for sale	11,845		5,373

Loans
Loans
Loans	Loans	6,129,051		5,824,149
Less: Allowance for credit losses	Less: Allowance for credit losses	64,470		42,875
Net loans	Net loans	6,064,581		5,781,274

Premises and equipment		133,084		124,707
Premises and equipment, net
Premises and equipment, net
Premises and equipment, net
Operating lease right-of-use assets	Operating lease right-of-use assets	32,750		35,747
Accrued interest receivable	Accrued interest receivable	29,157		23,156
Goodwill	Goodwill	62,772		62,772
Other assets	Other assets	198,082		177,703
		$	7,590,415	$	7,034,821
	$

Liabilities:	Liabilities:
Liabilities:
Liabilities:
Deposits
Deposits
Deposits	Deposits	$	6,105,737	$	5,824,904
Advances from Federal Home Loan Bank and other borrowings	Advances from Federal Home Loan Bank and other borrowings	570,062		318,084
Subordinated debentures	Subordinated debentures	133,628		133,478
Operating lease liabilities	Operating lease liabilities	34,524		37,439
Accrued interest payable	Accrued interest payable	9,666		2,334
Other liabilities	Other liabilities	40,670		20,482
Total liabilities	Total liabilities	6,894,287		6,336,721

Redeemable common stock owned by the ESOP	Redeemable common stock owned by the ESOP	74,827		96,984
Redeemable common stock owned by the ESOP
Redeemable common stock owned by the ESOP
Shareholders' equity:	Shareholders' equity:
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value	Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value
250,000 authorized, issued and outstanding at September 30, 2023 and December 31, 2022; aggregate liquidation preference of $250,000		250,000		250,000
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value
250,000 authorized, issued and outstanding at March 31, 2024 and December 31, 2023; aggregate liquidation preference of $250,000
250,000 authorized, issued and outstanding at March 31, 2024 and December 31, 2023; aggregate liquidation preference of $250,000
250,000 authorized, issued and outstanding at March 31, 2024 and December 31, 2023; aggregate liquidation preference of $250,000
Common Stock, par value $1.00 per share.	Common Stock, par value $1.00 per share.
100,000,000 and 40,000,000 authorized at September 30, 2023 and December 31, 2022, respectively; 11,622,524 and 11,599,595 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		11,622		11,599
100,000,000 authorized at March 31, 2024 and December 31, 2023; 11,611,732 and 11,613,221 issued and outstanding at March 31, 2024 and December 31, 2023, respectively
100,000,000 authorized at March 31, 2024 and December 31, 2023; 11,611,732 and 11,613,221 issued and outstanding at March 31, 2024 and December 31, 2023, respectively
100,000,000 authorized at March 31, 2024 and December 31, 2023; 11,611,732 and 11,613,221 issued and outstanding at March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital	Additional paid-in capital	122,497		122,890
Retained earnings	Retained earnings	358,650		356,685
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(46,641)		(43,074)
		696,128		698,100
	735,708
Less: Redeemable common stock owned by the ESOP	Less: Redeemable common stock owned by the ESOP	(74,827)		(96,984)
Total shareholders' equity	Total shareholders' equity	621,301		601,116
		$	7,590,415	$	7,034,821
	$

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

Table of Contents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

(In Thousands, Except Per Share Data)


		Three Months Ended September 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023

Interest income:	Interest income:
Interest income:
Interest income:
Interest and fees on loans
Interest and fees on loans
Interest and fees on loans	Interest and fees on loans	$	88,975	$	64,309		$	249,839	$	161,008
Taxable securities	Taxable securities	5,580		2,658			13,049		7,467
Tax-exempt securities	Tax-exempt securities	362		387			1,106		1,208
Interest bearing bank balances and other	Interest bearing bank balances and other	967		463			2,323		1,171
Total interest income	Total interest income	95,884		67,817			266,317		170,854

Interest expense:	Interest expense:
Interest expense:
Interest expense:
Deposits
Deposits
Deposits	Deposits	29,929		3,066			71,453		7,105
Short-term borrowings	Short-term borrowings	—		—			80		—
Advances from Federal Home Loan Bank	Advances from Federal Home Loan Bank	6,790		1,093			15,572		1,246
Other borrowings	Other borrowings	2,329		1,781			6,681		5,014
Total interest expense	Total interest expense	39,048		5,940			93,786		13,365

Net interest income	Net interest income	56,836		61,877			172,531		157,489
Net interest income
Net interest income
Provision for credit losses	Provision for credit losses	925		489			2,364		940
Net interest income after provision for credit losses	Net interest income after provision for credit losses	55,911		61,388			170,167		156,549

Other operating income:	Other operating income:
Other operating income:
Other operating income:
Service charges on deposit accounts
Service charges on deposit accounts
Service charges on deposit accounts	Service charges on deposit accounts	6,426		8,203			18,842		22,696
Mortgage origination income	Mortgage origination income	1,137		1,119			3,090		5,661
Debit card interchange	Debit card interchange	2,403		2,393			7,578		7,569
Other income	Other income	8,226		5,851			19,515		18,336
Total other operating income	Total other operating income	18,192		17,566			49,025		54,262

Other operating expenses:	Other operating expenses:
Other operating expenses:
Other operating expenses:
Salaries and employee benefits expenses
Salaries and employee benefits expenses
Salaries and employee benefits expenses	Salaries and employee benefits expenses	32,528		32,909			96,128		88,559
Net occupancy expenses	Net occupancy expenses	4,567		4,733			13,777		13,740
Furniture, equipment and data processing expenses	Furniture, equipment and data processing expenses	8,152		7,671			22,738		21,957
Other expenses	Other expenses	12,918		9,391			32,409		29,533
Total other operating expenses	Total other operating expenses	58,165		54,704			165,052		153,789

Income before income taxes	Income before income taxes	15,938		24,250			54,140		57,022
Income before income taxes
Income before income taxes
Income tax expense	Income tax expense	3,608		5,107			11,539		12,075
Net income	Net income	$	12,330	$	19,143		$	42,601	$	44,947

Earnings per common share - basic	Earnings per common share - basic	$	1.08	$	1.67		$	3.73	$	4.04
Earnings per common share - basic
Earnings per common share - basic
Earnings per common share - diluted	Earnings per common share - diluted	$	1.08	$	1.67		$	3.72	$	4.01

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

Table of Contents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In Thousands)
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Net income $ 12,330 $ 19,143 $ 42,601 $ 44,947
Other comprehensive loss, net of tax:
Unrealized losses on securities available for sale (6,012) (20,975) (6,764) (60,537)
Credit loss expense 2,015 — 2,015 —
Tax effect 995 5,223 1,182 15,074
Total other comprehensive loss, net of tax (3,002) (15,752) (3,567) (45,463)
Comprehensive income (loss) $ 9,328 $ 3,391 $ 39,034 $ (516)


	Three Months Ended March 31,
		2024		2023

Net income		$	16,955	$	17,079
Other comprehensive loss, net of tax:
Unrealized gains (losses) on securities available for sale		(2,668)		7,039

Tax effect		664		(1,753)
Total other comprehensive income (loss), net of tax		(2,004)		5,286
Comprehensive income		$	14,951	$	22,365

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

Table of Contents

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
Loss Less:
Redeemable
Common Stock
Owned by the ESOP Total
Shareholders'
Equity
Preferred Stock Common Stock Retained
Earnings
Shares Amount Shares Amount
July 1, 2022 250,000 $ 250,000 11,627,071 $ 11,627 $ — $ 122,132 $ 331,239 $ (29,744) $ (97,799) $ 587,455
Net income — — — — — 19,143 — — 19,143
Other comprehensive loss, net — — — — — — — (15,752) — (15,752)
Issuance of restricted stock — — 2,911 3 — (3) — — — —
Purchase of Company stock — — (28,846) (29) — (1,824) — — — (1,853)
Stock based compensation — — — — — 1,045 — — — 1,045
Net change fair value of ESOP shares — — — — — — — — 4,447 4,447
Dividends paid ($0.41 per share) — — — — — — (4,767) — — (4,767)
September 30, 2022 250,000 $ 250,000 11,601,136 $ 11,601 $ — $ 121,350 $ 345,615 $ (45,496) $ (93,352) $ 589,718
January 1, 2022 — $ — 10,115,945 $ 10,116 $ (1,401) $ 67,380 $ 314,357 $ (33) $ (100,487) $ 289,932
Net income — — — — — — 44,947 — — 44,947
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 — — — — — — — (45,463) — (45,463)
Issuance of restricted stock — — 98,679 99 — (99) — — — —
Shares withheld to satisfy withholding obligation in the vesting of restricted stock — — (10,438) (11) — (701) — — — (712)
Purchase of Company stock — — (47,782) (48) — (3,055) — — — (3,103)
Stock based compensation — — — — — 2,781 — — — 2,781
Net change fair value of ESOP shares — — — — — — — — 7,135 7,135
Common stock released by ESOP — — — — 1,401 — — — — 1,401
Dividends paid ($1.23 per share) — — — — — — (13,689) — — (13,689)
September 30, 2022 250,000 $ 250,000 11,601,136 $ 11,601 $ — $ 121,350 $ 345,615 $ (45,496) $ (93,352) $ 589,718


							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

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	—	—		—	—		—		17,079		—		—		17,079
Other comprehensive income , net	—	—		—	—		—		—		5,286		—		5,286

Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(241)	—		(16)		—		—		—		(16)

Stock based compensation	—	—		—	—		1,004		—		—		—		1,004

Dividends paid ($0.45 per share)	—	—		—	—		—		(5,220)		—		—		(5,220)
March 31, 2023	250,000	$	250,000	11,599,354	$	11,599	$	123,878	$	343,591	$	(37,788)	$	(96,984)	$	594,296

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






January 1, 2024	250,000	$	250,000	11,613,221	$	11,613	$	123,611	$	370,955	$	(31,128)	$	(84,998)	$	640,053

Net income	—	—		—	—		—		16,955		—		—		16,955
Other comprehensive loss, net	—	—		—	—		—		—		(2,004)		—		(2,004)
Issuance (forfeiture) of restricted stock	—	—		(1,240)	(1)		1		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(249)	—		(14)		—		—		—		(14)
Purchase of Company Stock	—	—		—	—		—		—		—		—		—
Stock based compensation	—	—		—	—		1,178		—		—		—		1,178
Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		—
Dividends paid ($0.47 per share)	—	—		—	—		—		(5,458)		—		—		(5,458)
March 31, 2024	250,000	$	250,000	11,611,732	$	11,612	$	124,776	$	382,452	$	(33,132)	$	(84,998)	$	650,710

~~Table of Contents~~

~~BancPlus Corporation and Subsidiaries~~

~~Consolidated Statements of Shareholders’ Equity (Continued)~~

~~(Unaudited)~~

~~(In Thousands, Except Share and Per Share Data)~~

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
July 1, 2023 250,000 $ 250,000 11,626,670 $ 11,626 $ 121,268 $ 351,552 $ (43,639) $ (89,356) $ 601,451
Net income — — — — — 12,330 — — 12,330
Other comprehensive loss, net — — — — — — (3,002) — (3,002)
Issuance (forfeiture) of restricted stock — — (4,146) (4) 4 — — — —
Stock based compensation — — — — 1,225 — — — 1,225
Net change fair value of ESOP shares — — — — — — — 14,529 14,529
Dividends paid ($0.45 per share) — — — — — (5,232) — — (5,232)
September 30, 2023 250,000 $ 250,000 11,622,524 $ 11,622 $ 122,497 $ 358,650 $ (46,641) $ (74,827) $ 621,301
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 — — — — — 42,601 — — 42,601
Other comprehensive loss, net — — — — — — (3,567) — (3,567)
Issuance of restricted stock — — 85,877 86 (86) — — — —
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 — — — — 3,510 — — — 3,510
Net change fair value of ESOP shares — — — — — — — 22,157 22,157
Dividends paid ($1.35 per share) — — — — — (15,683) — — (15,683)
September 30, 2023 250,000 $ 250,000 11,622,524 $ 11,622 $ 122,497 $ 358,650 $ (46,641) $ (74,827) $ 621,301

Table of Contents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)


		Nine Months Ended September 30,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
Cash flows from operating activities:	Cash flows from operating activities:
Net income per consolidated statements of income
Net income per consolidated statements of income
Net income per consolidated statements of income	Net income per consolidated statements of income	$	42,601	$	44,947
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses	Provision for credit losses	2,364		940
Provision for credit losses
Provision for credit losses
Depreciation and amortization	Depreciation and amortization	7,679		7,466
Net loss on disposal of premises and equipment		980		278
Net (gain) loss on disposal of premises and equipment
Net gain on sales of other real estate owned	Net gain on sales of other real estate owned	(2)		74
Write-downs of other real estate-owned	Write-downs of other real estate-owned	277		563
Deferred income tax benefit		1,574		911
Deferred income tax (benefit) expense
Federal Home Loan Bank stock dividends	Federal Home Loan Bank stock dividends	(826)		(23)
Common stock released by ESOP		—		1,401
Stock based compensation expense	Stock based compensation expense	3,510		2,781
Origination of loans held for sale	Origination of loans held for sale	(208,842)		(228,530)
Proceeds from loans held for sale	Proceeds from loans held for sale	202,370		241,152
Earnings on bank-owned life insurance	Earnings on bank-owned life insurance	(2,083)		(1,913)
Net change in:	Net change in:
Accrued interest receivable and other assets	Accrued interest receivable and other assets	(11,338)		(933)
Accrued interest receivable and other assets
Accrued interest receivable and other assets
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	16,525		4,848
Net cash from operating activities	Net cash from operating activities	54,789		73,962

Cash flows from investing activities:	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
Purchases of securities available for sale	Purchases of securities available for sale	(476,923)		(115,927)
Maturities and calls of securities available for sale	Maturities and calls of securities available for sale	274,801		48,856

Maturities, prepayments and calls of securities held to maturity	Maturities, prepayments and calls of securities held to maturity	4,265		5,678
Net increase in loans		(307,998)		(934,387)
Maturities, prepayments and calls of securities held to maturity
Maturities, prepayments and calls of securities held to maturity
Net (increase) decrease in loans
Purchases of premises and equipment	Purchases of premises and equipment	(16,262)		(12,162)
Proceeds from sales of premises and equipment	Proceeds from sales of premises and equipment	8		—
Proceeds from sales of other real estate owned	Proceeds from sales of other real estate owned	2,425		4,418
Investment in unconsolidated entities	Investment in unconsolidated entities	(77)		(30)
Distributions from unconsolidated entities	Distributions from unconsolidated entities	483		2,490

Proceeds from bank-owned life insurance
Proceeds from bank-owned life insurance
Proceeds from bank-owned life insurance
Purchases of Federal Home Loan Bank stock	Purchases of Federal Home Loan Bank stock	(15,926)		(12,210)
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		—		165,974
Net cash used in investing activities	Net cash used in investing activities	(526,261)		(847,300)

Table of Contents

BancPlus Corporation and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(Unaudited)

(In Thousands)


		Nine Months Ended September 30,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
Cash flows from financing activities:	Cash flows from financing activities:
Net increase (decrease) in:	Net increase (decrease) in:
Net increase (decrease) in:
Net increase (decrease) in:
Noninterest-bearing deposits
Noninterest-bearing deposits
Noninterest-bearing deposits	Noninterest-bearing deposits	$	(190,678)	$	(18,413)
Money market, negotiable order of withdrawal, and savings deposits	Money market, negotiable order of withdrawal, and savings deposits	31,935		(89,991)
Certificates of deposit	Certificates of deposit	439,576		(132,207)
Proceeds from Federal Home Loan Bank advances	Proceeds from Federal Home Loan Bank advances	7,165,000		1,392,000
Payments on Federal Home Loan Bank advances	Payments on Federal Home Loan Bank advances	(6,938,022)		(1,102,402)
Proceeds from issuance of preferred stock		—		250,000

Proceeds from other borrowings
Proceeds from other borrowings
Proceeds from other borrowings	Proceeds from other borrowings	155,500		20,000
Payments on other borrowings	Payments on other borrowings	(130,500)		(20,000)
Payment of debt issuance costs on other borrowings		—		(25)

Cash dividends paid on common stock
Cash dividends paid on common stock
Cash dividends paid on common stock	Cash dividends paid on common stock	(15,683)		(13,689)
Purchase of Company stock	Purchase of Company stock	(2,860)		(3,103)
Shares withheld to pay taxes on restricted stock vesting	Shares withheld to pay taxes on restricted stock vesting	(1,020)		(712)
Net cash from financing activities	Net cash from financing activities	513,248		281,458

Net change in cash and cash equivalents	Net change in cash and cash equivalents	41,776		(491,880)
Net change in cash and cash equivalents
Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period
Cash and cash equivalents at beginning of period
Cash and cash equivalents at beginning of period	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	$	179,671	$	172,285
Cash and cash equivalents at end of period
Cash and cash equivalents at end of period

Supplemental cash flow information:	Supplemental cash flow information:
Supplemental cash flow information:
Supplemental cash flow information:
Interest paid
Interest paid
Interest paid	Interest paid	$	86,454	$	11,840
Federal and state income tax payments	Federal and state income tax payments	11,725		5,750
Acquisition of real estate in non-cash foreclosures	Acquisition of real estate in non-cash foreclosures	2,383		1,374
Fair value of assets acquired net of liabilities assumed		—		59,572

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 one 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.

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, ~~2022;~~2023; 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, ~~2022.~~2023. 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. The allowance/provision for 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 credit losses, provision for 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 Adopted Accounting Standards

~~ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~.” In June 2016, the FASB issued 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 are still permitted, although the inputs to those techniques have changed to reflect the full amount of expected credit losses over the life of the loan. ASU 2016-13 is effective for the Company for annual and interim periods beginning on January 1, 2023. The measurement of expected credit losses under the current expected credit loss (“CECL”) methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures. In addition, ASU 2016-13 made changes to the accounting for available-for-sale debt securities, which includes requiring credit losses to be presented as an allowance rather than as a write-down when management does not intend to sell the securities.

The Company adopted ASU 2016-13 using the 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 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 establishing an allowance for credit losses on off-balance sheet credit exposures of approximately $12.5 million due to the 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 accounted for under ASC 310-30.

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~~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 following table illustrates the impact of ASU 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 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, 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 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 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 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 Accounting Standards Update 2020-04 “Reference Rate Reform - Topic 848”. 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. The adoption of ASU 2022-06 did not materially impact the Company’s consolidated financial statements.

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

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~~adoption of ASU 2023-02 did not ~~expect it to have a material~~materially impact ~~on its~~the Company’s consolidated financial statements.

Accounting Standards Update 2023-07 (“ASU 2023-07”), “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” In November 2023, the FASB issued ASU 2023-07 which expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for the Company for annual and interim periods beginning on January 1, 2024. The adoption of ASU 2023-07 did not materially impact the Company’s consolidated financial statements.

Effect of Recently Issued, But Not Yet Effective Accounting Standards

Accounting Standards Update 2023-09 (“ASU 2023-09”), “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” In December 2023, the FASB issued ASU 2023-09 which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information

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by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for the Company for annual and interim periods beginning on January 1, 2025, though early adoption is permitted. The adoption of ASU 2023-09 is not expected to materially impact the Company’s 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 September 30, Nine Months Ended September 30,
(In thousands except per share data) 2023 2022 2023 2022
Net income $ 12,330 $ 19,143 $ 42,601 $ 44,947
Weighted average common shares outstanding 11,421 11,437 11,420 11,120
Diluted effect of unallocated stock — — — 6
Diluted effect of stock-based awards 14 32 25 73
Diluted common shares 11,435 11,469 11,445 11,199
Basic earnings per common share $ 1.08 $ 1.67 $ 3.73 $ 4.04
Diluted earnings per common share $ 1.08 $ 1.67 $ 3.72 $ 4.01


	Three Months Ended March 31,
(In thousands except per share data)		2024		2023
Net income		$	16,955	$	17,079

Weighted average common shares outstanding		11,422		11,415
Diluted effect of unallocated stock		—		—
Diluted effect of stock-based awards		56		73
Diluted common shares		11,478		11,488

Basic earnings per common share		$	1.48	$	1.50
Diluted earnings per common share		$	1.48	$	1.49

~~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 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.

During the three and nine months ended September 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 nine months ended September 30, 2022.

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

~~Table of Contents~~

~~The following table reflects the consideration paid and the 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~~	~~4,584~~
~~Total assets acquired~~	$	~~1,298,204~~
~~Liabilities assumed:~~
~~Deposits~~	$	~~1,212,712~~
~~Subordinated debentures~~	~~21,733~~
~~Other liabilities~~	~~4,187~~
~~Total liabilities assumed~~	$	~~1,238,632~~
~~Net assets acquired~~			~~59,572~~
~~Goodwill~~			$	~~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 $1.0 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 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, 2022. This pro forma information combines the historic consolidated results of operations of BancPlus and FTC after giving effect to certain adjustments, including purchase 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, 2022.

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Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data) 2022 2022
Net interest income $ 62,029 $ 165,082
Other operating income 17,443 55,494
Net income available to common shareholders 19,268 47,576
Earnings per common share:
Basic $ 1.68 $ 4.16
Diluted 1.68 4.13

Note 4:3: Investment Securities

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


		Amortized		Gross Unrealized				Allowance for Credit Losses			Fair
	Amortized														Amortized		Gross Unrealized			Allowance for Credit Losses	Fair
(In thousands)	(In thousands)	Cost		Gains		Losses				Allowance for Credit Losses			Value	(In thousands)		Cost		Gains	Losses			Value
September 30, 2023:
March 31, 2024:
U.S. Treasuries
U.S. Treasuries
U.S. Treasuries	U.S. Treasuries	$	181,657	$	32	$	764	$	—		$	180,925
U.S. Government agency obligations	U.S. Government agency obligations	485,479		83		33,349		—			452,213
Residential mortgage-backed securities	Residential mortgage-backed securities	95,088		3		14,170		—			80,921
Commercial mortgage-backed securities	Commercial mortgage-backed securities	13,709		—		1,901		—			11,808
Asset-backed securities		7,246		108		57		—			7,297

Corporate investments
Corporate investments
Corporate investments	Corporate investments	53,377		—		8,506		—			44,871
State and political subdivisions	State and political subdivisions	48,086		—		3,584		(2,015)			42,487
Total available for sale	Total available for sale	$	884,642	$	226	$	62,331	$	(2,015)		$	820,522

December 31, 2022:
December 31, 2023:
December 31, 2023:
December 31, 2023:
U.S. Treasuries
U.S. Treasuries
U.S. Treasuries	U.S. Treasuries	$	35,814	$	—	$	1,235	$	—		$	34,579
U.S. Government agency obligations	U.S. Government agency obligations	414,251		246		35,761		—			378,736
Residential mortgage-backed securities	Residential mortgage-backed securities	105,580		13		11,461		—			94,132
Commercial mortgage-backed securities	Commercial mortgage-backed securities	13,812		—		1,742		—			12,070
Asset backed securities	Asset backed securities	10,289		54		123		—			10,220
Corporate investments	Corporate investments	51,000		—		4,967		—			46,033
State and political subdivisions	State and political subdivisions	50,530		77		2,457		—			48,150
Total available for sale	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

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agencies. At ~~September 30, 2023,~~March 31, 2024, the Company had an allowance for credit losses on available for sale securities of ~~$2.0 million.~~zero. The following table provides a roll-forward of the allowance for credit losses on available for sale securities for the periods presented.

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	Three Months Ended March 31,
(In thousands)	2024		2023
Beginning balance	$	2,035	$	—
Impact of adopting CECL	—		—
(Recovery of) provision for credit losses on available for sale securities	—		—
Available for sale security charged off	(2,035)		—
Ending Balance	$	—	$	—

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

Amortized Gross Unrealized Fair Allowance for Credit Losses Net Carrying Amount
(In thousands) Cost Gains Losses Value
September 30, 2023:
States and political subdivisions $ 57,951 $ — $ 345 $ 57,606 $ — $ 57,951
Total held to maturity $ 57,951 $ — $ 345 $ 57,606 $ — $ 57,951
December 31, 2022:
States and political subdivisions $ 62,274 $ — $ 206 $ 62,068 $ — $ 62,274
Total held to maturity $ 62,274 $ — $ 206 $ 62,068 $ — $ 62,274


	Amortized		Gross Unrealized				Fair
(In thousands)	Cost		Gains		Losses		Value
March 31, 2024:
States and political subdivisions	$	54,241	$	—	$	180	$	54,061
Total held to maturity	$	54,241	$	—	$	180	$	54,061

December 31, 2023:
States and political subdivisions	$	55,170	$	1	$	126	$	55,045
Total held to maturity	$	55,170	$	1	$	126	$	55,045

1510

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Provided below is a summary of investment securities without an allowance for credit losses 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
		Fair Value			Unrealized Losses				Fair Value		Unrealized Losses			Fair Value			Unrealized Losses
	Less Than 12 Months																		Less Than 12 Months						12 Months or More			Total
	Fair Value																							Fair Value		Unrealized Losses	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses
(In thousands)			(In thousands)	Fair Value				Unrealized Losses					Fair Value			Unrealized Losses				Fair Value			Unrealized Losses
September 30, 2023:
March 31, 2024:
March 31, 2024:
March 31, 2024:
Available for sale:	Available for sale:
Available for sale:
Available for sale:
U.S. Treasuries
U.S. Treasuries
U.S. Treasuries	U.S. Treasuries	$	69,837				$			115	$	9,343		$	649		$	79,180			$	764
U.S. Government agencies	U.S. Government agencies	82,547			1,187				361,524		32,162			444,071			33,349
Residential mortgage-backed securities	Residential mortgage-backed securities	1,992			41				78,473		14,129			80,465			14,170
Commercial mortgage-backed securities	Commercial mortgage-backed securities	—			—				11,808		1,901			11,808			1,901
Asset backed securities	Asset backed securities	—			—				1,554		57			1,554			57
Corporate investments	Corporate investments	4,019			358				40,852		8,148			44,871			8,506
States and political subdivisions	States and political subdivisions	11,306			693				30,248		2,891			41,554			3,584
		$	169,701		$	2,394			$	533,802	$	59,937		$	703,503		$	62,331
	$

Held to maturity:	Held to maturity:
Held to maturity:
Held to maturity:
States and political subdivisions	States and political subdivisions	$	818		$	28			$	6,508	$	317		$	7,326		$	345
States and political subdivisions
States and political subdivisions
	$
		$	818		$	28			$	6,508	$	317		$	7,326		$	345

December 31, 2022:
December 31, 2023:
December 31, 2023:
December 31, 2023:
Available for sale:	Available for sale:
Available for sale:
Available for sale:
U.S. Treasuries
U.S. Treasuries
U.S. Treasuries	U.S. Treasuries	$	34,579		$	1,235			$	—	$	—		$	34,579		$	1,235
U.S. Government agencies	U.S. Government agencies	78,676			4,830				285,994		30,931			364,670			35,761
Residential mortgage-backed securities	Residential mortgage-backed securities	81,992			8,935				11,258		2,526			93,250			11,461
Commercial mortgage-backed securities	Commercial mortgage-backed securities	4,860			594				7,210		1,148			12,070			1,742
Asset backed securities	Asset backed securities	1,169			7				3,499		116			4,668			123
Corporate investments	Corporate investments	36,958			4,042				7,076		925			44,034			4,967
States and political subdivisions	States and political subdivisions	36,655			1,781				5,084		676			41,739			2,457
		$	274,889		$	21,424			$	320,121	$	36,322		$	595,010		$	57,746
	$

Held to maturity:	Held to maturity:
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
States and political subdivisions
States and political subdivisions
	$

The number of debt securities in an unrealized loss position increased from ~~359~~317 at December 31, ~~2022~~2023 to ~~372~~325 at ~~September 30, 2023.~~March 31, 2024. 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. The unrealized losses on debt securities have not been recognized into income because the Company does not intend to sell these securities and it is more likely 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 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.

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		Available for Sale				Held to Maturity
		Amortized		Fair		Amortized		Fair
	Available for Sale													Available for Sale				Held to Maturity
	Amortized											Amortized			Fair		Amortized			Fair
(In thousands)	(In thousands)	Cost		Value		Cost		Value		(In thousands)	Cost		Value			Cost			Value
September 30, 2023:
March 31, 2024:
One year or less
One year or less
One year or less	One year or less	$	278,255	$	276,059	$	14,120	$	14,104
After one through five years	After one through five years	374,222		346,631		35,962		35,709
After five through ten years	After five through ten years	128,420		108,468		6,229		6,153
After ten years	After ten years	103,745		89,364		1,640		1,640
		$	884,642	$	820,522	$	57,951	$	57,606
	$

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
September 30, 2023 $ 143,602 $ 135,025 $ — $ —
December 31, 2022 $ 492,206 $ 451,638 $ 35,734 $ 35,562


	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value
March 31, 2024	$	112,794	$	106,216	$	—	$	—

December 31, 2023	$	128,675	$	122,105	$	—	$	—

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 ~~September 30, 2023~~March 31, 2024 by credit rating:


(In thousands)	~~September 30, 2023~~March 31, 2024
State and political subdivisions held-to-maturity:
S&P: AA+, AA, AA- / Moody's: Aa1, Aa2, Aa3	$	~~5,192~~3,991
S&P: A+, A, A- / Moody's: A1, A2, A3	~~960~~927
S&P: BBB+, BBB, BBB- / Moody's: Baa, Ba, B	~~496~~497
Not rated	~~51,303~~48,826
	$	~~57,951~~54,241

Note 5:4: Loans

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


(In thousands)	(In thousands)	September 30, 2023		December 31, 2022		(In thousands)	March 31, 2024	December 31, 2023
Secured by real estate:	Secured by real estate:
Residential properties
Residential properties
Residential properties	Residential properties	$	1,521,896	$	1,403,974
Construction and land development	Construction and land development	816,941		772,357
Farmland	Farmland	311,781		283,832
Other commercial	Other commercial	2,584,653		2,467,216
Total real estate	Total real estate	5,235,271		4,927,379
Commercial and industrial loans	Commercial and industrial loans	705,233		706,466
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	90,358		80,770
Consumer and other loans	Consumer and other loans	98,189		109,534
Total loans before allowance for credit losses	Total loans before allowance for credit losses	$	6,129,051	$	5,824,149

Loans are stated at the amount of unpaid principal net of discounts and premiums on acquired loans, before allowance for 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, Alabama, Louisiana, ~~Alabama,~~ and Florida.

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

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.

Agricultural production and other loans to farmers - The agricultural production and other loans to farmers portfolio consists of loans for the purpose of financing agricultural production, the growing and storing of crops, the marketing, and the carrying of agricultural products. This portfolio also includes loans for the purposes of breeding, raising, fattening, or marketing livestock, fish production, and forest and timber production as well as any other loans to made to farmers not secured by real estate. Sources of repayment for these loans generally include income generated from the operations of the business.

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

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well-secured and in the process of collection. Loans may be placed on non-accrual status regardless of whether or not such loans

~~Table of Contents~~

are considered past due. When a loan is placed on non-accrual status, any interest that is accrued, but not collected, is reversed against interest income.

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 amortized cost basis of nonaccrual loans, segregated by class as of ~~September 30,~~March 31, 2024 and December 31, 2023.

(In thousands)

Total Nonaccrual

Nonaccrual with no Allowance for Credit Loss

Past Due 90 days or more and Accruing

(In thousands)

Total Nonaccrual

Nonaccrual with no Allowance for Credit Loss

Past Due 90 days or more and Accruing

March 31, 2024

Secured by real estate:

Residential properties

1,850

—

880

Construction and land development

—

832

Farmland

649

—

Other commercial

3,747

—

369

Total real estate

6,246

—

2,119

Commercial and industrial loans

1,460

—

1,548

Agricultural production and other loans to farmers

—

Consumer and other loans

—

Total

7,706

—

3,689

December 31, 2023

Secured by real estate:

Residential properties

Construction and land development

Farmland

Other commercial

Total real estate

Commercial and industrial loans

Agricultural production and other loans to farmers

Consumer and other loans

Total

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 ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, 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 ~~September 30,~~March 31, 2024 and December 31, 2023.

(In thousands) Real Estate Enterprise Value Accounts Receivable & Inventory Stock
Secured by real estate:
Residential properties $ 1,263 $ — $ — $ —
Construction and land development — — — —
Farmland — — — —
Other commercial 1,463 1,383 — 1,528
Total real estate 2,726 1,383 — 1,528
Commercial and industrial loans — — 8,849 —
Agricultural production and other loans to farmers — — — —
Consumer loans — — — —
Total $ 2,726 $ 1,383 $ 8,849 $ 1,528

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(In thousands)	Real Estate		Enterprise Value		Accounts Receivable & Inventory		Stock
March 31, 2024
Secured by real estate:
Residential properties	$	1,276	$	—	$	—	$	—
Construction and land development	—		—		—		—
Farmland	—		—		—		—
Other commercial	5,930		14,208		—		1,375
Total real estate	7,206		14,208		—		1,375
Commercial and industrial loans	—		—		8,560		—
Agricultural production and other loans to farmers	—		—		—		—
Consumer loans	—		—		—		—
Total	$	7,206	$	14,208	$	8,560	$	1,375


(In thousands)	Real Estate		Enterprise Value		Accounts Receivable & Inventory		Stock
December 31, 2023
Secured by real estate:
Residential properties	$	1,276	$	—	$	—	$	—
Construction and land development	—		—		—		—
Farmland	—		—		—		—
Other commercial	3,226		—		—		—
Total real estate	4,502		—		—		—
Commercial and industrial loans	—		1,349		8,706		1,375
Agricultural production and other loans to farmers	—		—		—		—
Consumer loans	—		—		—		—
Total	$	4,502	$	1,349	$	8,706	$	1,375

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
March 31, 2024
Secured by real estate:
Residential properties	$	11,405	$	1,944	$	13,349	$	1,570,637	$	1,583,986
Construction and land development	1,141		1,288		2,429		674,418		676,847
Farmland	—		140		140		308,437		308,577
Other commercial	7,703		3,542		11,245		2,675,803		2,687,048
Total real estate	20,249		6,914		27,163		5,229,295		5,256,458
Commercial and industrial loans	1,490		317		1,807		622,988		624,795
Agricultural production and other loans to farmers	14		—		14		88,275		88,289
Consumer loans	502		34		536		96,348		96,884
Total	$	22,255	$	7,265	$	29,520	$	6,036,906	$	6,066,426

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(In thousands) Past Due 30-89 Days Past Due 90 Days or More Total Past Due Current Total Loans
September 30, 2023
Secured by real estate:
Residential properties $ 8,069 $ 1,969 $ 10,038 $ 1,511,858 $ 1,521,896
Construction and land development 164 832 996 815,945 816,941
Farmland 501 418 919 310,862 311,781
Other commercial 1,250 1,277 2,527 2,582,126 2,584,653
Total real estate 9,984 4,496 14,480 5,220,791 5,235,271
Commercial and industrial loans 1,264 1,594 2,858 702,375 705,233
Agricultural production and other loans to farmers 4 — 4 90,354 90,358
Consumer loans 571 22 593 97,596 98,189
Total $ 11,823 $ 6,112 $ 17,935 $ 6,111,116 $ 6,129,051


(In thousands)	(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans		(In thousands)	Past Due 30-89 Days	Past Due 90 Days or More	Total Past Due	Current	Total Loans
December 31, 2022
December 31, 2023
Secured by real estate:	Secured by real estate:
Secured by real estate:
Secured by real estate:
Residential properties
Residential properties
Residential properties	Residential properties	$	5,869	$	2,015	$	7,884	$	1,396,090	$	1,403,974
Construction and land development	Construction and land development	526		1,578		2,104		770,253		772,357
Farmland	Farmland	566		1,391		1,957		281,875		283,832
Other commercial	Other commercial	1,498		774		2,272		2,464,944		2,467,216
Total real estate	Total real estate	8,459		5,758		14,217		4,913,162		4,927,379
Commercial and industrial loans	Commercial and industrial loans	902		677		1,579		704,887		706,466
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	126		—		126		80,644		80,770
Consumer loans	Consumer loans	1,530		697		2,227		107,307		109,534
Total	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 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 form of principal forgiveness, interest rate reduction, term extension, other-than-insignificant payment delay or a combination thereof, among other things.

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~~The following table presents the amortized cost basis of loans at September 30, 2023 that~~ There were ~~both experiencing financial difficulty and modified during the three and nine months ended September 30, 2023, by class and type of modification.~~

Three Months Ended September 30, 2023
Term Extension
Amortized Cost % of Total Loans
(In thousands)
Commercial and industrial $ 8,849 0.14 %
Total $ 8,849 0.14 %
Nine Months Ended September 30, 2023
Term Extension
Amortized Cost % of Total Loans
(In thousands)
Commercial and industrial $ 8,849 0.14 %
Total $ 8,849 0.14 %

~~The following table describes the financial effects of the modification made~~zero loan modifications to ~~one borrower~~borrowers experiencing financial difficulty during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023.


			~~Three Months Ended September 30, 2023~~
~~Commercial and industrial~~			~~Added a weighted average 28 months to the life of the modified loan~~


			~~Nine Months Ended September 30, 2023~~
~~Commercial and industrial~~			~~Added a weighted average 28 months to the life of the modified loan~~

~~The following table presents the performance of loans that have been modified during the nine months ended September 30, 2023.~~

~~Nine Months Ended September 30, 2023~~

~~(In thousands)~~

~~Current~~

~~30-89 Days Past Due~~

~~90 Days or More Past Due~~

~~Secured by real estate:~~

~~Residential properties~~

—

~~Construction and land development~~

—

~~Farmland~~

—

~~Other commercial~~

—

~~Total real estate~~

—

~~Commercial and industrial loans~~

~~8,849~~

—

~~Agricultural production and other loans to farmers~~

—

~~Consumer and other loans~~

—

~~Total loans before allowance for loan losses~~

~~8,849~~

—

~~Table of Contents~~

Note 6:5: Allowance for 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 credit losses, it is categorized based on specific allocations and general allocations for each major loan category for loans not individually evaluated or deemed 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.

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:

•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

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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. Special mention loans for the Company include loans in Risk Grade 7. Classified loans for the Company include loans in Risk Grades 8, 9 and 10. Loans may be classified but not considered individually evaluated or collateral-dependent, due to one of the following

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reasons: (i) the loan falls below the established minimum dollar thresholds for individual evaluation or (ii) the loan was individually evaluated, but not deemed to be collateral-dependent.

The following table reflects loans by credit quality indicator and origination year at ~~September 30,~~March 31, 2024. Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at March 31, 2024.


	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Residential real estate:
Pass	$	43,856	$	262,355	$	402,732	$	294,657	$	120,750	$	112,703	$	324,799	$	1,561,852
Special mention	—		—		—		—		—		—		—		—
Classified	—		1,415		4,313		4,505		2,703		7,830		1,368		22,134
Total residential real estate	$	43,856	$	263,770	$	407,045	$	299,162	$	123,453	$	120,533	$	326,167	$	1,583,986
Current period gross write offs	$	—	$	16	$	—	$	—	$	11	$	69	$	18	$	114

Construction & land development:
Pass	$	15,190	$	50,855	$	51,246	$	10,583	$	3,541	$	11,480	$	530,018	$	672,913
Special mention	—		—		246		—		—		—		—		246
Classified	—		—		429		434		954		1,259		612		3,688
Total construction & land development	$	15,190	$	50,855	$	51,921	$	11,017	$	4,495	$	12,739	$	530,630	$	676,847
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Farmland:
Pass	$	13,229	$	39,729	$	73,744	$	30,601	$	26,441	$	28,079	$	94,236	$	306,059
Special mention	—		—		—		—		—		—		—		—

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	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Classified	69		495		148		528		67		999		212		2,518
Total farmland	$	13,298	$	40,224	$	73,892	$	31,129	$	26,508	$	29,078	$	94,448	$	308,577
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other commercial real estate:
Pass	$	16,533	$	192,870	$	498,918	$	405,736	$	244,814	$	290,923	$	1,021,581	$	2,671,375
Special mention	—		—		—		—		—		—		—		—
Classified	21		102		575		6,096		1,176		4,779		2,924		15,673
Total other commercial real estate	$	16,554	$	192,972	$	499,493	$	411,832	$	245,990	$	295,702	$	1,024,505	$	2,687,048
Current period gross write offs	$	—	$	7	$	—	$	22	$	—	$	—	$	—	$	29

Commercial & industrial loans:
Pass	$	16,818	$	104,010	$	116,089	$	35,129	$	27,143	$	25,850	$	267,195	$	592,234
Special mention	—		—		5,794		—		—		—		—		5,794
Classified	18		9,018		13,827		1,243		460		1,828		373		26,767
Total commercial & industrial loans	$	16,836	$	113,028	$	135,710	$	36,372	$	27,603	$	27,678	$	267,568	$	624,795
Current period gross write offs	$	—	$	78	$	203	$	—	$	—	$	—	$	387	$	668


Agricultural production & other loans to farmers:
Pass	$	6,462	$	13,423	$	6,276	$	3,809	$	3,045	$	1,079	$	53,280	$	87,374
Special mention	—		—		—		—		—		—		—		—
Classified	—		206		14		—		38		3		654		915
Total agricultural production & other loans to farmers	$	6,462	$	13,629	$	6,290	$	3,809	$	3,083	$	1,082	$	53,934	$	88,289
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Consumer & other loans:
Pass	$	11,176	$	34,028	$	12,104	$	3,730	$	3,356	$	566	$	31,787	$	96,747
Special mention	—		—		—		—		—		—		—		—
Classified	—		26		51		5		—		1		54		137
Total consumer & other loans	$	11,176	$	34,054	$	12,155	$	3,735	$	3,356	$	567	$	31,841	$	96,884
Current period gross write offs	$	512	$	36	$	45	$	26	$	—	$	—	$	10	$	629

The following table reflects loans by credit quality indicator and origination year at December 31, 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 ~~September 30,~~December 31, 2023.

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 $ 226,082 $ 426,720 $ 315,319 $ 130,337 $ 52,870 $ 84,521 $ 267,439 $ 1,503,288
Special mention — — — — — — — —
Classified 841 3,136 3,985 2,582 2,525 4,551 988 18,608
Total residential real estate $ 226,923 $ 429,856 $ 319,304 $ 132,919 $ 55,395 $ 89,072 $ 268,427 $ 1,521,896
Current period gross write offs $ — $ 33 $ 10 $ 32 $ — $ 171 $ — $ 246
Construction & land development:
Pass $ 44,180 $ 62,488 $ 18,912 $ 4,408 $ 6,959 $ 7,330 $ 669,968 $ 814,245
Special mention — 246 — — — — — 246
Classified — 151 72 960 1,257 10 — 2,450
Total construction & land development $ 44,180 $ 62,885 $ 18,984 $ 5,368 $ 8,216 $ 7,340 $ 669,968 $ 816,941
Current period gross write offs $ — $ — $ — $ — $ — $ 61 $ — $ 61
Farmland:
Pass $ 36,495 $ 81,802 $ 32,884 $ 28,857 $ 14,313 $ 21,348 $ 93,545 $ 309,244
Special mention — — — — — — — —
Classified 21 152 561 117 65 1,344 277 2,537
Total farmland $ 36,516 $ 81,954 $ 33,445 $ 28,974 $ 14,378 $ 22,692 $ 93,822 $ 311,781
Current period gross write offs $ — $ — $ — $ — $ — $ 114 $ — $ 114
Other commercial real estate:
Pass $ 158,806 $ 508,653 $ 402,775 $ 249,650 $ 118,990 $ 212,864 $ 921,084 $ 2,572,822
Special mention — — — — — — — —
Classified 105 1,728 2,702 201 1,070 4,683 1,342 11,831
Total other commercial real estate $ 158,911 $ 510,381 $ 405,477 $ 249,851 $ 120,060 $ 217,547 $ 922,426 $ 2,584,653
Current period gross write offs $ — $ — $ 56 $ — $ — $ — $ — $ 56
Commercial & industrial loans:
Pass $ 110,495 $ 147,759 $ 93,097 $ 40,091 $ 26,006 $ 10,278 $ 263,942 $ 691,668
Special mention — — — — — — — —
Classified 9,056 624 1,257 451 132 1,783 262 13,565

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	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)																		2023	2022	2021	2020	2019	Prior	Revolving Loans Amortized Cost Basis	Total
Residential real estate:
Pass
Pass
Pass
Special mention
Classified
Total residential real estate
Current period gross write offs
		Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)		2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
Construction & land development:
Construction & land development:
Construction & land development:
Pass
Pass
Pass
Special mention
Classified
Total construction & land development
Current period gross write offs

Farmland:
Farmland:
Farmland:
Pass
Pass
Pass
Special mention
Classified
Total farmland
Current period gross write offs

Other commercial real estate:
Other commercial real estate:
Other commercial real estate:
Pass
Pass
Pass
Special mention
Classified
Total other commercial real estate
Current period gross write offs

Commercial & industrial loans:
Commercial & industrial loans:
Commercial & industrial loans:
Pass
Pass
Pass
Special mention
Classified
Total commercial & industrial loans	Total commercial & industrial loans	$	119,551	$	148,383	$	94,354	$	40,542	$	26,138	$	12,061	$	264,204	$	705,233
Current period gross write offs	Current period gross write offs	$	—	$	273	$	52	$	1	$	16	$	9	$	188	$	539

Agricultural production & other loans to farmers:
Pass		$	11,530	$	8,492	$	4,792	$	3,936	$	1,365	$	640	$	59,507	$	90,262
Special mention		—		—		—		—		—		—		—		—
Classified		—		—		23		54		6		13		—		96
Total agricultural production & other loans to farmers		$	11,530	$	8,492	$	4,815	$	3,990	$	1,371	$	653	$	59,507	$	90,358
Current period gross write offs		$	—	$	11	$	—	$	—	$	—	$	—	$	8	$	19

Consumer & other loans:
Pass		$	34,064	$	19,776	$	5,971	$	4,634	$	911	$	400	$	32,321	$	98,077
Special mention		—		—		—		—		—		—		—		—
Classified		7		45		27		—		—		11		22		112
Total consumer & other loans		$	34,071	$	19,821	$	5,998	$	4,634	$	911	$	411	$	32,343	$	98,189
Current period gross write offs		$	1,974	$	141	$	82	$	37	$	12	$	11	$	14	$	2,271

~~The following table summarizes the credit quality~~

Table of ~~the Company’s loan portfolio by loan class at December 31, 2022:~~Contents

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


	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	$	16,315	$	7,336	$	4,342	$	3,493	$	1,137	$	581	$	58,689	$	91,893
Special mention	—		—		—		—		—		—		—		—
Classified	35		—		—		44		4		—		—		83
Total agricultural production & other loans to farmers	$	16,350	$	7,336	$	4,342	$	3,537	$	1,141	$	581	$	58,689	$	91,976
Current period gross write offs	$	34	$	12	$	—	$	—	$	—	$	—	$	7	$	53

Consumer & other loans:
Pass	$	41,346	$	15,080	$	4,770	$	4,213	$	596	$	128	$	32,199	$	98,332
Special mention	—		—		—		—		—		—		—		—
Classified	14		69		24		1		—		—		45		153
Total consumer & other loans	$	41,360	$	15,149	$	4,794	$	4,214	$	596	$	128	$	32,244	$	98,485
Current period gross write offs	$	2,720	$	175	$	98	$	38	$	12	$	30	$	97	$	3,170

Allowance for Credit Losses on Loans Held for Investment (“LHFI”)

The allowance for credit loss represents the 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 third quarter of 2023, the U.S. economy continued to experience volatility and there remains uncertainty surrounding future economic~~

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~~conditions as a result of supply chain disruptions, labor shortages, and the conflicts in Ukraine and the Middle East.~~ 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 credit losses.

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


(In thousands)	(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total		(In thousands)	Commercial and Industrial	Commercial Real Estate	Residential	Consumer and other	Total
Three Months Ended September 30, 2023
Allowance for credit losses:

Three Months Ended March 31, 2024

Three Months Ended March 31, 2024

Three Months Ended March 31, 2024
Allowance for loan losses:
Allowance for loan losses:
Allowance for loan losses:
Beginning balance
Beginning balance
Beginning balance	Beginning balance	$	6,410	$	40,310	$	17,419	$	1,090	$	65,229
Provision for credit losses	Provision for credit losses	343		(1,040)		233		116		(348)
Recoveries on loans	Recoveries on loans	43		103		35		429		610
Loans charged off	Loans charged off	(222)		(54)		(68)		(677)		(1,021)
Ending balance	Ending balance	$	6,574	$	39,319	$	17,619	$	958	$	64,470

Nine Months Ended September 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		(49)		(236)		1,283		860		1,858
Recoveries on loans		246		315		160		1,578		2,299
Loans charged off		(539)		(231)		(246)		(2,290)		(3,306)
Ending balance		$	6,574	$	39,319	$	17,619	$	958	$	64,470

Period End Allowance Balance Allocated To:	Period End Allowance Balance Allocated To:
Period End Allowance Balance Allocated To:
Period End Allowance Balance Allocated To:
Individually evaluated
Individually evaluated
Individually evaluated	Individually evaluated	$	622	$	—	$	—	$	—	$	622
Collectively evaluated	Collectively evaluated	5,952		39,319		17,619		958		63,848
Ending balance	Ending balance	$	6,574	$	39,319	$	17,619	$	958	$	64,470

The allowance for credit losses on LHFI increased for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 primarily as a result of ~~the adoption of ASU 2016-13.~~provision for credit losses on commercial and industrial loans. Accrued interest receivable on loans, reported as a component of accrued interest receivable on the balance sheet, totaled approximately ~~$24.5~~$27.1 million at ~~September 30, 2023~~March 31, 2024 and is excluded from the estimate of credit losses.

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(In thousands)	(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total		(In thousands)	Commercial and Industrial	Commercial Real Estate	Residential	Consumer and other	Total
Three Months Ended September 30, 2022

Three Months Ended March 31, 2023

Three Months Ended March 31, 2023

Three Months Ended March 31, 2023
Allowance for loan losses:
Allowance for loan losses:
Allowance for loan losses:	Allowance for loan losses:
Beginning balance	Beginning balance	$	4,126	$	27,957	$	9,274	$	1,996	$	43,353
Provision for loan losses		1,331		(1,169)		193		134		489
Recoveries on loans		34		272		49		486		841
Loans charged off		(774)		(240)		(3)		(1,133)		(2,150)
Ending balance		$	4,717	$	26,820	$	9,513	$	1,483	$	42,533

Nine Months Ended September 30, 2022
Allowance for loan losses:
Beginning balance	Beginning balance	$	6,556	$	27,133	$	9,488	$	1,823	$	45,000
Beginning balance
Impact of adopting ASU 2016-13
Provision for loan losses	Provision for loan losses	(200)		(459)		650		949		940
Recoveries on loans	Recoveries on loans	114		826		158		2,047		3,145
Loans charged off	Loans charged off	(1,753)		(680)		(783)		(3,336)		(6,552)
Ending balance	Ending balance	$	4,717	$	26,820	$	9,513	$	1,483	$	42,533

Period End Allowance Balance Allocated To:	Period End Allowance Balance Allocated To:
Period End Allowance Balance Allocated To:
Period End Allowance Balance Allocated To:
Individually evaluated for impairment
Individually evaluated for impairment
Individually evaluated for impairment	Individually evaluated for impairment	$	—	$	—	$	7	$	—	$	7
Collectively evaluated for impairment	Collectively evaluated for impairment	4,717		26,820		9,506		1,483		42,526
Ending balance	Ending balance	$	4,717	$	26,820	$	9,513	$	1,483	$	42,533

Allowance for Credit Losses on Unfunded Loan Commitments

The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in Other liabilities in the Company’s Consolidated Balance Sheets. The following table provides a roll-forward of the allowance for credit losses on unfunded loan commitments for the periods presented.


	~~Three Months Ended September 30,~~
~~(In thousands)~~	~~2023~~
~~Beginning balance~~	$	~~11,738~~
~~(Recovery of) provision for credit losses on unfunded loan commitments~~	~~(742)~~
~~Ending Balance~~	$	~~10,996~~

	~~Nine Months Ended September 30,~~
~~(In thousands)~~	~~2023~~
~~Beginning balance~~	$	—
~~Impact of adopting CECL~~	~~12,505~~
~~(Recovery of) provision for credit losses on unfunded loan commitments~~	~~(1,509)~~
~~Ending Balance~~	$	~~10,996~~








	Three Months Ended March 31,
(In thousands)	2024		2023
Beginning balance	$	8,951	$	—
Impact of adopting CECL	—		12,505
(Recovery of) provision for credit losses on unfunded loan commitments	(1,875)		(897)
Ending balance	$	7,076	$	11,608

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Note 7:6: 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.

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 and 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 was effective on January 1, 2020, and the Company and the Bank elected to adopt the optional CBLR framework in the third quarter of 2022, as an alternative to the generally applicable capital rules.

A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of CECL. The Company adopted CECL in the first quarter of 2023 and has elected to utilize the three-year transition period.

The Bank is also subject to capital requirements under the prompt corrective action regime. 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. As of ~~September 30, 2023,~~March 31, 2024, the Bank maintained a leverage ratio of more than 9.0% and, as an institution that has elected

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to adopt the CBLR framework, the Bank was therefore categorized as well capitalized under the regulatory framework for prompt corrective action.

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


		Actual				Minimum Requirement to be Well Capitalized
	Actual													Actual			Minimum Requirement to be Well Capitalized
(In thousands)	(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio		(In thousands)	Capital Amount		Ratio		Capital Amount			Ratio
September 30, 2023:
March 31, 2024:
Company:
Company:
Company:	Company:

Community Bank Leverage Ratio	Community Bank Leverage Ratio	$	742,387	9.87	%	$	676,900	9.00	%

Community Bank Leverage Ratio

Community Bank Leverage Ratio											$	762,928	10.01	%	$	685,626		9.00	%

Bank:
Bank:
Bank:	Bank:

Community Bank Leverage Ratio	Community Bank Leverage Ratio	$	691,686	9.20	%	$	676,311	9.00	%

Community Bank Leverage Ratio

Community Bank Leverage Ratio											$	762,467	10.01	%	$	685,296		9.00	%

Actual

(In thousands)

December 31, 2023:

Company:

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

Community Bank Leverage Ratio

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 and state regulatory authorities.

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Note 8:7: Fair Value

Financial Instruments Measured at Fair Value

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

Level 1

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

Level 2

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

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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 ~~September 30, 2023~~March 31, 2024 or December 31, ~~2022.~~2023. The Company’s treasury department and Asset Liability Management Committee review the aggregate fair values of the securities portfolio.

~~Individually Evaluated~~Collateral-dependent 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 to determine if any credit loss exists on a non-recurring basis. Allowable methods for determining the amount of the credit loss include estimating fair value using the fair value of the collateral for collateral-dependent loans. Specific allowances for 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. Loans that are primarily collateral dependent loans are assessed using a fair value approach. Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or as-is value of the property being appraised. Appraisals are based on certain assumptions, which may include construction or development status and the highest and best use of the property. The appraisals are reviewed by the Company’s appraisal department to ensure they are acceptable. Loans that have experienced a credit loss are classified within Level 3 of the fair value hierarchy.

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

~~Table of Contents~~

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 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-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		Fair Value Measurements Using
(In thousands)	(In thousands)	Value		Level 1		Level 2		Level 3		(In thousands)	Value		Level 1		Level 2	Level 3
September 30, 2023
March 31, 2024
U.S. Treasuries
U.S. Treasuries
U.S. Treasuries	U.S. Treasuries	$	180,925	$	—	$	180,925	$	—
U.S. Government agency obligations	U.S. Government agency obligations	452,213		—		452,213		—
Residential mortgage-backed securities	Residential mortgage-backed securities	80,921		—		80,921		—
Commercial mortgage-backed securities	Commercial mortgage-backed securities	11,808		—		11,808		—
Asset-backed securities	Asset-backed securities	7,297		—		7,297		—
Corporate investments	Corporate investments	44,871		—		44,871		—
State and political subdivisions	State and political subdivisions	42,487		—		42,487		—
Total securities available for sale	Total securities available for sale	$	820,522	$	—	$	820,522	$	—


December 31, 2022
December 31, 2023
U.S. Treasuries
U.S. Treasuries
U.S. Treasuries	U.S. Treasuries	$	34,579	$	—	$	34,579	$	—
U.S. Government agency obligations	U.S. Government agency obligations	378,736		—		378,736		—
Residential mortgage-backed securities	Residential mortgage-backed securities	94,132		—		94,132		—
Commercial mortgage-backed securities	Commercial mortgage-backed securities	12,070		—		12,070		—
Asset backed securities	Asset backed securities	10,220		—		10,220		—
Corporate investments	Corporate investments	46,033		—		46,033		—
State and political subdivisions	State and political subdivisions	48,150		—		48,150		—
Total securities available for sale	Total securities available for sale	$	623,920	$	—	$	623,920	$	—

There were no transfers between Level 1, 2 or 3 during the periods shown above.

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
Individually evaluated loans with credit losses, net of allowance for credit losses:
September 30, 2023 $ 761 $ — $ — $ 761
Impaired loans, net of allowance for loan losses:
December 31, 2022 $ 26,071 $ — $ — $ 26,071
Other real estate owned:
September 30, 2023 $ 3,914 $ — $ — $ 3,914
December 31, 2022 $ 4,231 $ — $ — $ 4,231


	Fair		Fair Value Measurements Using
(In thousands)	Value		Level 1		Level 2		Level 3
Collateral-dependent loans, net of allowance for credit losses:
March 31, 2024	$	30,476	$	—	$	—	$	30,476
December 31, 2023	$	15,224	$	—	$	—	$	15,224

Other real estate owned:
March 31, 2024	$	2,460	$	—	$	—	$	2,460
December 31, 2023	$	2,368	$	—	$	—	$	2,368

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

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

September 30, 2023

Individually evaluated loans with credit losses, net of specific allowance

761

Third-party appraisals

Selling costs

5% - 10%

March 31, 2024

Collateral-dependent loans, net of specific allowance

30,476

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

3,914

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

Other real estate owned

2,460

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

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted Average

December 31, 2022

Impaired loans, net of allowance for loan losses

26,071

Third-party appraisals

Selling costs

5% - 10%

December 31, 2023

Collateral-dependent loans, net of specific allowance

15,224

Third-party appraisals

Selling costs

5% - 10%

Other real estate owned

4,231

Third-party appraisals and internal evaluations

Selling costs

5% - 10%

Other real estate owned

2,368

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.

The following table presents estimated fair values of the Company’s financial instruments that are not ~~carried~~recorded at fair value:


		September 30, 2023				December 31, 2022
	March 31, 2024												March 31, 2024		December 31, 2023
(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:
Level 1 inputs:	Level 1 inputs:
Level 1 inputs:
Level 1 inputs:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	179,671	$	179,671	$	137,895	$	137,895
Level 2 inputs:	Level 2 inputs:
Securities held to maturity	Securities held to maturity	57,951		57,606		62,274		62,068
Securities held to maturity
Securities held to maturity
FHLB stock	FHLB stock	27,500		27,500		19,690		19,690
Accrued interest receivable	Accrued interest receivable	29,157		29,157		23,156		23,156
Level 3 inputs:
Loans held for sale	Loans held for sale	11,845		11,845		5,373		5,373
Level 3 inputs:
Loans held for sale
Loans held for sale
Loans, net	Loans, net	6,064,581		5,821,943		5,781,274		5,601,070

Financial liabilities:	Financial liabilities:
Financial liabilities:
Financial liabilities:
Level 2 inputs:	Level 2 inputs:
Level 2 inputs:
Level 2 inputs:
Deposits
Deposits
Deposits	Deposits	6,105,737		6,089,833		5,824,904		5,289,138
FHLB and other borrowings	FHLB and other borrowings	570,062		536,894		318,084		318,079
Subordinated debentures	Subordinated debentures	133,628		138,019		133,478		138,780
Accrued interest payable	Accrued interest payable	9,666		9,666		2,334		2,334

Note 9:8: 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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the remaining unamortized balance of these issuance costs was ~~$963,000~~$892,000 and ~~$1.1 million,~~$928,000, 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.

Effective March 1, 2022, in conjunction with the ~~FTC Merger,~~merger (the “FTC Merger”) with First Trust Corporation (“FTC”), 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 “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 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 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 ~~September 30, 2023~~March 31, 2024 due to the remaining purchase premium of ~~$443,000,~~$348,000, 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.

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(In thousands)	(In thousands)	Year of Maturity	Interest Rate		September 30, 2023		December 31, 2022		(In thousands)	Year of Maturity	Interest Rate	March 31, 2024	December 31, 2023
First Bancshares of Baton Rouge Statutory Trust I	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 CME Term SOFR, plus 1.99%		5,155		5,155
BancPlus Statutory Trust II	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 CME Term SOFR, plus 1.35%		20,619		20,619
State Capital Master Trust	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 ~~September 30, 2023~~March 31, 2024 due to the remaining purchase discount of ~~$3.6~~$3.4 million, which was established upon the merger (the “SCC 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 were nominally indexed with LIBOR. 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.

Note ~~10:~~9: 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 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 1,452,950 shares of the Company's common stock at both ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. The ESOP can enter into loans, collateralized by ESOP shares, with the Company in connection with the repurchase of shares of Company stock sold by participants in accordance with diversification provisions of the ESOP. These unallocated shares would be released to participants proportionately as the loans are repaid. Dividends on allocated shares are recorded as dividends and charged to retained earnings. Dividends on unallocated shares, if any, that are used to repay the loan would be treated as compensation expense. As of ~~September 30, 2023,~~March 31, 2024, the ESOP had zero outstanding loans with the Company.

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 ~~September 30, 2023~~March 31, 2024 was ~~$74.8~~$85.0 million, based on the Company’s previously disclosed appraised value of ~~$51.50~~$58.50 per share of common stock. The fair value at December 31, ~~2022~~2023 was ~~$97.0~~$85.0 million, based on the Company’s previously disclosed appraised value of ~~$66.75~~$58.50 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. 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.

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Note ~~11:~~10: 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 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:~~11: 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 ~~$3.5~~$1.2 million for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~$2.8~~$1.0 million for the same period of ~~2022.~~2023. There were ~~7,721~~1,240 and zero shares forfeited during the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. As of ~~September 30, 2023,~~March 31, 2024, there was ~~$10.2~~$7.3 million of total unrecognized compensation cost related to unvested RSAs. The cost is expected to be recognized over a remaining weighted average period of ~~2.9~~2.7 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:


		Nine Months Ended
		September 30, 2023			September 30, 2022
		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
	Three Months Ended										Three Months Ended
	March 31, 2024								March 31, 2024			March 31, 2023
	Number of Shares							Number of Shares		Weighted Average Grant Date Fair Value	Number of Shares		Weighted Average Grant Date Fair Value
Beginning of period	Beginning of period	184,284	$	59.36	144,572	$	51.56
Granted	Granted	93,598	66.60		98,679	68.13
Vested	Vested	(69,064)	58.27		(55,397)	53.38
Forfeited	Forfeited	(7,721)	59.08		—	—
End of period	End of period	201,097	$	63.12	187,854	$	58.73

Note ~~13:~~12: 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 Court-appointed Receiver (the “Receiver”) for Arthur Lamar Adams (“Adams”) and Madison Timber Properties, LLC (“Madison Timber”), naming the Bank, three former Bank employees, one then-current BankPlus employee and other defendants, including defendants affiliated and unaffiliated with BankPlus (“Defendants”). The Complaint sought 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.

As previously announced on September 28, 2023, BankPlus agreed in principle to a Settlement Agreement (the “Agreement”) relating to the Complaint. The parties to the Agreement are the Receiver and the Defendants. Pursuant to the Agreement, the Complaint will be dismissed with prejudice and the Receiver will fully release all claims against the Defendants, and all parties will seek the court’s entry of a bar order prohibiting any continued or future claims by anyone against the Defendants relating to the Complaint, whether asserted to date or not. On October 9, 2023, the parties executed the Agreement. Final court approval of a bar order is a condition of the Agreement. When the Agreement is court approved and no longer subject to appeal, a one-time cash payment (the "Joint Settlement") will be made to the Receiver. On October 9, 2023, the Receiver filed her Motion for Approval of the Settlement which the court held a hearing for on November 6, 2023. At the hearing the court took the motion under advisement and will issue a written order at a future date.

The Agreement also provides that BancPlus expressly denies any admission of liability or wrongdoing in connection with the Complaint or by assenting to the Agreement. BancPlus believes that it is in the best interest of the Company and its shareholders to enter into the Agreement, to reduce the risks and costs of continuing litigation. The Company recognized a one-time charge to non-interest expense for its portion of the Joint Settlement, net of insurance proceeds received, in the third quarter of 2023, which the Company does not believe is material to the Company’s consolidated financial statements. The Company expects its portion of the Joint Settlement to be tax deductible.

~~In addition to the above, the~~ Company, including subsidiaries, is party to various legal proceedings arising in the ordinary course of business. The Company does 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 Quarterly Report on Form 10-Q.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

•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;

•our ability to prudently manage our growth, maintain our historical rate of growth in light of associated risks, and execute our strategy;

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

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

•our ability to attract and retain customers, particularly in light of increased competition in the financial services industry, and particularly from regional and national institutions;

•failure of our risk management ~~framework;~~framework, disclosure controls and procedures, and internal controls over financial reporting;

•systems failures, unauthorized access, cybersecurity breaches, cyber-crime and other threats to data security or interruptions involving our information technology and telecommunications systems or third-party servicers;

•difficult business, market or political 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 inflation, declines in housing markets, an increase in unemployment levels and slowdowns in economic growth;

•the impact of any future U.S. federal government shutdown and uncertainty regarding the U.S. federal government’s debt limit and credit rating;

•the soundness of other financial institutions and the impacts related to or resulting from bank failures and other economic and industry volatility, including potential increased regulatory requirements and costs and potential impacts to macroeconomic conditions;

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

•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;

•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;

•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, 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 “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

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

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Form 10-K for the year ended December 31, ~~2022 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30,~~ 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.

Overview

BancPlus is a bank holding company headquartered in Ridgeland, Mississippi. ~~Its~~Our 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 ~~September 30, 2023,~~March 31, 2024, we operated 9683 branch offices across Mississippi, Alabama, Louisiana, 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 ~~September 30, 2023, BancPlus held $6.106~~March 31, 2024, we had $6.571 billion of total deposits, and our deposit base consisted of ~~93.6%~~88.9% core deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000, with a total deposit cost of ~~1.59%~~2.39% for the year to date period. Our loan portfolio was comprised of ~~73.6%~~72.3% commercial loans and ~~26.4%~~27.7% consumer loans for the same period. BancPlus currently holds meaningful

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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, 2023, and we believe we are well-positioned for future growth.

~~September 30, 2023~~March 31, 2024 Highlights

•Net income for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 was ~~$42.6~~$17.0 million, compared with ~~$44.9~~$17.1 million for the same period of ~~2022~~2023

•Diluted earnings per share for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 were ~~$3.72,~~$1.48, compared with ~~$4.01~~$1.49 for the same period of ~~2022~~2023

•Net interest income was ~~$172.5~~$56.3 million for the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared with ~~$157.5~~$58.2 million for the same period of ~~2022~~2023

•Total loans held for investment were ~~$6.129~~$6.066 billion at ~~September 30, 2023,~~March 31, 2024, compared with ~~$5.824~~$6.082 billion at December 31, ~~2022~~2023

Recent Regulatory Developments

~~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 federal banking agencies to adopt various reforms, including the completion of an incentive compensation rule for bank executives pursuant to Section 956 of the Dodd-Frank Act, in response to these bank failures.

On April 28, 2023, the 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 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 Assessmen~~t

~~Table of Contents~~

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 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 adjustments if the 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 the amount of an institution’s estimated uninsured deposits that exceeded $5 billion as of December 31, 2022. As of December 31, 2022, BankPlus’s estimated amount of uninsured deposits was approximately $1.5 billion.

~~Small Business Lending Data Collection Rule~~Merger Review

On March ~~30, 2023,~~21, 2024, the ~~Consumer Financial Protection Bureau (the “CFPB”) finalized a rule under section 1071~~FDIC published proposed revisions to its Statement of Policy on Bank Merger Transactions that may change 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 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 Southern District of Texas enjoined the CFPB from implementing and enforcing the rule with respect to American Bankers Association members, which include the Company, pending the U.S. Supreme Court's consideration of the constitutionality of the CFPB’s funding structure in a separate case.

~~Third Party Risk Management Guidance~~

~~On June 6, 2023,~~way the FDIC reviews bank merger applications. While the Federal Reserve ~~and the OCC~~has not issued ~~final guidance providing sound principles~~a similar proposal, Federal Reserve Vice Chair for Supervision Michael Barr has stated that ~~support a risk-based approach to third-party risk management. BancPlus is evaluating the impact of this guidance on its practices.~~

~~Community Reinvestment Act Reform~~

~~On October 24, 2023, the FDIC,~~ the Federal Reserve ~~and~~is working with the ~~OCC released a final rule revising~~Department of Justice to update guidelines setting forth standards for the framework used to evaluate banks’ records of community reinvestment under the Community Reinvestment Act (“CRA”). Under the revised framework, banks with assets of at least $2 billion, such as the Bank, are considered large banks and will have their retail lending, retail services and products, community development financing, and community development services subject to periodic evaluation. Depending on a large bank’s geographic concentrations of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit-taking facilities. The rule becomes effective April 1, 2024. Most provisionsreview of the ~~final rule will apply beginning January 1, 2026, and the remaining provisions will apply beginning January 1, 2027. BancPlus is evaluating the~~competitive impact of a bank merger transaction. These pending regulatory revisions create uncertainty regarding the ~~final rule.~~standards that the agencies may apply to their review of bank mergers and may make it more difficult and/or costly to obtain regulatory approval of a bank merger, or otherwise result in more burdensome conditions in approval orders than the agencies have previously imposed. Additionally, the agencies may begin to apply new standards in practice before they formally finalize changes to their merger policies. As a result, these new standards may limit banking organizations’ ability to grow through an acquisition or make it more costly or less beneficial for them to do so.

Results of Operations

The following discussion of BancPlus’ results of operations compares the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 to the three ~~and nine~~ months ended ~~September 30, 2022.~~March 31, 2023. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, ~~2023~~2024 or for any other period.

Net Income

Net income for the three months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ was ~~$12.3~~$17.0 million and ~~$19.1~~$17.1 million, respectively. BancPlus’ annualized return on average assets for the three months ended ~~September 30,~~March 31, 2024 and 2023 was 0.89% and ~~2022 was 0.65% and 1.14%~~0.98%, respectively. BancPlus’ annualized return on average equity for the three months ended ~~September 30,~~March 31, 2024 and 2023 was 9.33% and 2022 was 7.02% and 10.93%, respectively. Net income for the nine months ended September 30, 2023 and 2022 was $42.6 million and $44.9 million, respectively. BancPlus’ annualized return on average assets for the nine months ended September 30, 2023 and 2022 was 0.78% and 0.96%, respectively. BancPlus’ annualized return on average equity for the nine months ended September 30, 2023 and 2022 was 8.24% and 11.49%10.15%, respectively.

The decrease in net income and return on average assets and equity for the three months ended ~~September 30, 2023~~March 31, 2024 compared to the same period of ~~2022~~2023 was primarily the result of decreased net interest income as a result of higher ~~interest rates~~cost of deposits in the current year period as well as increases in average assets and equity as a result of organic loan ~~and deposit growth.~~

The decrease in net income and return on average assets and equity for the nine months ended September 30, 2023 compared to the same period of 2022 was primarily the result of decreased net interest income as a result of higher interest rates in the current year period as well as increases in average assets and equity as a result of organic loan and deposit growth and ~~the FTC Merger.~~

~~Table~~increased balances of ~~Contents~~

investment securities.

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.

Table of Contents

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 credit losses that BancPlus maintains.

For the three months ended ~~September 30, 2023,~~March 31, 2024, interest income was ~~$95.9~~$100.5 million, an increase of ~~$28.1~~$19.7 million, or ~~41.4%~~24.4%, compared to interest income of ~~$67.8~~$80.8 million for the three months ended ~~September 30, 2022.~~March 31, 2023. The increase in interest income for the three months ended ~~September 30, 2023~~March 31, 2024 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.~~

~~For the nine months ended September 30,~~ 2023 interest income was $266.3 million, an increase of $95.5 million, or 55.9%, compared to interest income of $170.9 million for the nine months ended September 30, 2022. The increase in interest income for the nine months ended September 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.~~increased balances of investment securities.

For the three months ended ~~September 30, 2023,~~March 31, 2024, interest expense was ~~$39.0~~$44.2 million, an increase of ~~$33.1~~$21.6 million, or ~~557.4%~~95.5%, compared to interest expense of ~~$5.9~~$22.6 million for the three months ended ~~September 30, 2022.~~March 31, 2023. The increase in interest expense for the three months ended ~~September 30, 2023~~March 31, 2024 compared to the same period of ~~2022~~2023 was primarily the result of higher interest rates and increased interest-bearing deposits and FHLB advances in the current year period.

For the nine months ended September 30, 2023, interest expense was $93.8 million, an increase of $80.4 million, or 601.7%, compared to $13.4 million for the nine months ended September 30, 2022. The increase in interest expense for the nine months ended September 30, 2023 compared to the same period of 2022 was primarily the result of higher interest rates and increased FHLB advances in the current year period as well as increased interest-bearing liabilities as a result of the FTC Merger.

~~For the~~ three months ended ~~September 30, 2023,~~March 31, 2024, net interest income was ~~$56.8~~$56.3 million, a decrease of ~~$5.0~~$1.9 million, or ~~8.1%~~3.2%, compared to net interest income of ~~$61.9~~$58.2 million for the three months ended September 30, 2022. For the nine months ended September 30, 2023, net interest income was $172.5 million, an increase of $15.0 million, or 9.6%, compared to net interest income of $157.5 million for the nine months ended September 30, 2022.March 31, 2023.

Net interest margin for the three months ended ~~September 30, 2023~~March 31, 2024 decreased 7637 basis points to ~~3.22%~~3.14% from ~~3.98%~~3.51% for the same period of ~~2022,~~2023, primarily as a result of the ~~rising~~higher interest rate environment seen in the current year aswith rates on interest-bearing liabilities ~~rose faster than~~outpacing yields on interest-earning assets in the current quarter. Net interest margin for the nine months ended September 30, 2023 decreased 24 basis points to 3.35% from 3.59% for the same period of 2022, primarily as a result of the rising interest rate environment seen in the current year as rates on interest-bearing liabilities rose faster than yields on interest-earning assets in the current year-to-date period.

Our year to date average interest-earning assets at ~~September 30, 2023~~March 31, 2024 increased ~~$1.01~~$0.53 billion, or ~~17.25%~~8.03%, to ~~$6.87~~$7.17 billion from ~~$5.86~~$6.64 billion at ~~September 30, 2022.~~March 31, 2023. BancPlus’ average interest-bearing liabilities at ~~September 30, 2023~~March 31, 2024 increased ~~$1.09~~$0.77 billion, or ~~27.75%~~16.31%, to ~~$5.02~~$5.51 billion from ~~$3.93~~$4.74 billion at ~~September 30, 2022.~~March 31, 2023. These increases in BancPlus’ average interest-earning assets and interest-bearing liabilities were primarily due to organic loan and deposit ~~growth and the FTC Merger.~~growth. The ratio of BancPlus’ average interest-earning assets to average interest-bearing liabilities was ~~136.7%~~130.1% and ~~149.0%~~140.1% at ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

BancPlus’ average interest-earning assets produced a tax-equivalent yield of ~~5.43% and 5.17%~~5.61% for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to ~~4.36% and 3.89%~~4.87% for the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, respectively.

~~Table of Contents~~

The average rate paid on interest-bearing liabilities was ~~2.96% and 2.49%~~3.21% for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to ~~0.58% and 0.45%~~1.91% for the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, respectively. The year-over-year changes in yields reflects the rising interest rate environment seen in the current year period.

Average Balances and Yields

The following tables show, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 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 September 30,
		2023						2022
	Three Months Ended March 31,																																										Three Months Ended March 31,
	2024																											2024																		2023
(Dollars in thousands)	(Dollars in thousands)	Average Balance		Interest & Fees		Yield / Rate (4)		Average Balance		Interest & Fees		Yield / Rate (4)		(Dollars in thousands)		Average Balance						Interest & Fees							Yield / Rate (4)								Average Balance							Interest & Fees							Yield / Rate (4)
ASSETS:	ASSETS:
Interest-earning assets:	Interest-earning assets:
Interest-earning assets:
Interest-earning assets:
Cash investments:
Cash investments:
Cash investments:	Cash investments:
Interest-bearing cash deposits	Interest-bearing cash deposits	$	45,455	$	613	5.39	%	$	101,839	$	421	1.65	%
Interest-bearing cash deposits
Interest-bearing cash deposits																$	127,268					$	1,600						5.03		%						$	31,635						$	357						4.51	%

		45,455		613		5.39	%	101,839		421		1.65	%
		127,268
		127,268
		127,268																				1,600							5.03		%						31,635							357							4.51	%
Investment securities:	Investment securities:
Taxable investment securities
Taxable investment securities
Taxable investment securities	Taxable investment securities	815,470		5,580		2.74	%	629,762		2,658		1.69	%	878,233				6,893			6,893				3.14				3.14		%						635,344				3,066				3,066			1.93				1.93	%
Tax-exempt investment securities	Tax-exempt investment securities	59,745		362		2.42	%	66,681		387		2.32	%	Tax-exempt investment securities		55,395			342				342				2.47				2.47		%						64,139			380					380			2.37			2.37	%
Total securities	Total securities	875,215		5,942		2.72	%	696,443		3,045		1.75	%	Total securities		933,628			7,235				7,235				3.10				3.10		%						699,483			3,446					3,446			1.97			1.97	%
Loans (1)	Loans (1)	6,113,881		88,975		5.82	%	5,412,216		64,309		4.75	%	Loans (1)		6,082,924			91,227				91,227				6.00				6.00		%						5,881,779			76,747					76,747			5.22			5.22	%
Federal Home Loan Bank (“FHLB”) stock	Federal Home Loan Bank (“FHLB”) stock	28,205		354		5.02	%	11,504		42		1.46	%	Federal Home Loan Bank (“FHLB”) stock		24,964			420				420				6.73				6.73		%						22,781			221					221			3.88			3.88	%
Total interest-earning assets	Total interest-earning assets	7,062,756		95,884		5.43	%	6,222,002		67,817		4.36	%	Total interest-earning assets		7,168,784			100,482				100,482				5.61				5.61		%						6,635,678			80,771					80,771			4.87			4.87	%
Noninterest-earning assets	Noninterest-earning assets	452,590						432,668
Total assets	Total assets	$	7,515,346					$	6,654,670
Total assets
Total assets

LIABILITIES AND SHAREHOLDERS’ EQUITY:

LIABILITIES AND SHAREHOLDERS’ EQUITY:

LIABILITIES AND SHAREHOLDERS’ EQUITY:	LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:	Interest-bearing liabilities:
Interest-bearing liabilities:
Interest-bearing liabilities:
Interest-bearing transaction deposits
Interest-bearing transaction deposits
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	1,364,726	$	4,067	1.19	%	$	1,566,576	$	1,645	0.42	%	$	1,423,982			$		$	6,261			1.76				1.76		%						$	1,656,880			$			$	3,224			0.78				0.78	%
Savings and money market deposits	Savings and money market deposits	2,110,830		16,622		3.15	%	1,419,280		700		0.20	%	Savings and money market deposits		2,081,907			15,929				15,929				3.06				3.06		%						1,860,403			10,579					10,579			2.27			2.27	%
Time deposits	Time deposits	1,119,348		9,240		3.30	%	799,445		721		0.36	%	Time deposits		1,532,386			15,752				15,752				4.11				4.11		%						810,804			3,357					3,357			1.66			1.66	%
Federal funds purchased	Federal funds purchased	—		—		—	%	—		—		—	%	Federal funds purchased		516			8				8				6.20				6.20		%						6,406			79					79			4.93			4.93	%
FHLB advances	FHLB advances	538,106		6,790		5.05	%	162,344		1,093		2.69	%	FHLB advances		332,804			3,902				3,902				4.69				4.69		%						269,196			3,215					3,215			4.78			4.78	%
Other borrowings	Other borrowings	3,315		59		7.12	%	609		14		9.20	%	Other borrowings		5,549			89				89				6.42				6.42		%						889			10					10			4.50			4.50	%
Subordinated debentures	Subordinated debentures	133,584		2,270		6.80	%	133,387		1,767		5.30	%	Subordinated debentures		133,682			2,267				2,267				6.78				6.78		%						133,485			2,154					2,154			6.45			6.45	%
Total interest-bearing liabilities	Total interest-bearing liabilities	5,269,909		39,048		2.96	%	4,081,723		5,940		0.58	%	Total interest-bearing liabilities		5,510,826			44,208				44,208				3.21				3.21		%						4,738,063			22,618					22,618			1.91			1.91	%
Noninterest-bearing liabilities:	Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	Noninterest-bearing transaction deposits	1,467,519						1,819,151
Noninterest-bearing transaction deposits
Noninterest-bearing transaction deposits
Other noninterest-bearing liabilities
Other noninterest-bearing liabilities
Other noninterest-bearing liabilities	Other noninterest-bearing liabilities	81,541						58,876
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	1,549,060						1,878,027
Total noninterest-bearing liabilities
Total noninterest-bearing liabilities
Shareholders’ equity (6)
Shareholders’ equity (6)
Shareholders’ equity (6)	Shareholders’ equity (6)	696,377						694,920
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	7,515,346					$	6,654,670
Total liabilities and shareholders’ equity
Total liabilities and shareholders’ equity
Net interest income/net interest margin (2)
Net interest income/net interest margin (2)
Net interest income/net interest margin (2)	Net interest income/net interest margin (2)			56,836		3.22	%			61,877		3.98	%										56,274				3.14				3.14		%															58,153			3.51			3.51	%
Net interest spread (5)	Net interest spread (5)					2.47	%					3.78	%	Net interest spread (5)																					2.40	%																				2.96	%
Taxable equivalent adjustment:	Taxable equivalent adjustment:
Tax-exempt investment securities (3)	Tax-exempt investment securities (3)			117						125
Tax-exempt investment securities (3)
Tax-exempt investment securities (3)
Net interest income/net interest margin (2)	Net interest income/net interest margin (2)			$	56,953	3.23	%			$	62,002	3.99	%
Net interest income/net interest margin (2)
Net interest income/net interest margin (2)																									$	56,384						3.15		%															$	58,275				3.51	%

_______________________________

(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 ~~2023~~2024 and ~~2022.~~2023.

(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.

~~Table of Contents~~

Nine Months Ended September 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 $ 38,984 $ 1,474 5.04 % $ 349,369 $ 1,117 0.43 %
38,984 1,474 5.04 % 349,369 1,117 0.43 %
Investment securities:
Taxable investment securities 732,242 13,049 2.38 % 628,634 7,467 1.58 %
Tax-exempt investment securities 61,676 1,106 2.39 % 69,222 1,208 2.33 %
Total securities 793,918 14,155 2.38 % 697,856 8,675 1.66 %
Loans (1)
6,006,862 249,839 5.55 % 4,800,489 161,008 4.47 %
Federal Home Loan Bank (“FHLB”) stock 25,253 849 4.48 % 7,549 54 0.95 %
Total interest-earning assets 6,865,017 266,317 5.17 % 5,855,263 170,854 3.89 %
Noninterest-earning assets 449,548 398,041
Total assets $ 7,314,565 $ 6,253,304
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits $ 1,510,197 $ 11,236 0.99 % $ 1,578,415 $ 3,474 0.29 %
Savings and money market deposits 1,994,155 41,436 2.77 % 1,359,333 1,589 0.16 %
Time deposits 959,848 18,781 2.61 % 786,818 2,042 0.35 %
Federal funds purchased 2,192 80 4.87 % 27 — — %
FHLB advances 419,393 15,572 4.95 % 68,352 1,246 2.43 %
Other borrowings 1,427 95 8.88 % 8,620 280 4.33 %
Subordinated debentures 133,535 6,586 6.58 % 128,638 4,734 4.91 %
Total interest-bearing liabilities 5,020,747 93,786 2.49 % 3,930,203 13,365 0.45 %
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits 1,524,073 1,745,151
Other noninterest-bearing liabilities 78,890 54,904
Total noninterest-bearing liabilities 1,602,963 1,800,055
Shareholders’ equity (6)
690,855 523,046
Total liabilities and shareholders’ equity $ 7,314,565 $ 6,253,304
Net interest income/net interest margin (2)
172,531 3.35 % 157,489 3.59 %
Net interest spread (5)
2.68 % 3.44 %
Taxable equivalent adjustment:
Tax-exempt investment securities (3)
356 389
Net interest income/net interest margin (2)
$ 172,887 3.36 % $ 157,878 3.60 %
~~_______________________________~~

~~(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 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 September 30, 2023 Compared with Three Months Ended September 30, 2022
Change Due To:
(Dollars in thousands) Volume Rate Interest Variance
Interest-earning assets:
Cash investments $ (760) $ 952 $ 192
Investment securities:
Taxable investment securities 1,271 1,651 2,922
Tax-exempt investment securities (42) 17 (25)
Total securities 1,229 1,668 2,897
Loans, net 10,211 14,455 24,666
Federal Home Loan Bank stock 210 102 312
Total interest-earning assets $ 10,890 $ 17,177 $ 28,067
Interest-bearing liabilities:
Interest-bearing transaction deposits $ (602) $ 3,024 $ 2,422
Savings and money market deposits 5,446 10,476 15,922
Time deposits 2,641 5,878 8,519
FHLB advances 4,741 956 5,697
Other borrowings 48 (3) 45
Subordinated debentures 3 500 503
Total interest-bearing liabilities $ 12,277 $ 20,831 $ 33,108
Net interest income $ (1,387) $ (3,654) $ (5,041)

~~Table of Contents~~


		Nine Months Ended September 30, 2023 Compared with Nine Months Ended September 30, 2022
		Change Due To:
	Three Months Ended March 31, 2024 Compared with Three Months Ended March 31, 2023											Three Months Ended March 31, 2024 Compared with Three Months Ended March 31, 2023
	Change Due To:
(Dollars in thousands)
(Dollars in thousands)
(Dollars in thousands)	(Dollars in thousands)	Volume		Rate				Interest Variance	Volume	Rate	Interest Variance
Interest-earning assets:	Interest-earning assets:
Cash investments	Cash investments	$	(11,736)	$	12,093	$	357
Cash investments
Cash investments
Investment securities:	Investment securities:
Taxable investment securities
Taxable investment securities
Taxable investment securities	Taxable investment securities	1,846		3,736		5,582
Tax-exempt investment securities	Tax-exempt investment securities	(135)		33		(102)
Total securities	Total securities	1,711		3,769		5,480
Loans, net	Loans, net	50,176		38,655		88,831
Federal Home Loan Bank stock	Federal Home Loan Bank stock	595		200		795
Total interest-earning assets	Total interest-earning assets	$	40,746	$	54,717	$	95,463

Interest-bearing liabilities:	Interest-bearing liabilities:
Interest-bearing liabilities:
Interest-bearing liabilities:
Interest-bearing transaction deposits
Interest-bearing transaction deposits
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	(508)	$	8,270	$	7,762
Savings and money market deposits	Savings and money market deposits	13,191		26,656		39,847
Time deposits	Time deposits	3,386		13,353		16,739
Federal funds purchased	Federal funds purchased	79		1		80
FHLB advances	FHLB advances	13,034		1,292		14,326
Other borrowings	Other borrowings	(479)		294		(185)
Subordinated debentures	Subordinated debentures	242		1,610		1,852
Total interest-bearing liabilities	Total interest-bearing liabilities	$	28,945	$	51,476	$	80,421
Net interest income	Net interest income	$	11,801	$	3,241	$	15,042

Provision for Credit Losses

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

For the three months ended ~~September 30, 2023,~~March 31, 2024, the provision for credit losses was ~~$925,000,~~$36,000, compared to ~~$489,000~~$523,000 for the same period of ~~2022, an increase~~2023, a decrease of ~~$436,000,~~$487,000, or ~~89.2%~~93.1%. ~~For~~The decrease was primarily attributable to a reduction in provision for credit losses on off-balance sheet credit exposures in the ~~nine months ended September 30, 2023,~~current year.

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The following table presents the components of the provision for credit losses ~~was $2.4 million,~~for the three months ended March 31, 2024, compared to ~~$940,000 for~~ the same period of 2022, an increase of $1.4 million, or 151.5%. The increase was primarily attributable to increased loan balances resulting from organic loan growth and credit losses on available for sale securities in both the quarter and year to date periods with the FTC Merger also impacting the year to date period.three months ended March 31, 2023:


	Three Months Ended March 31,
	2024		2023		$ Change		% Change
Loans	$	1,911	$	1,420	$	491	34.6	%

Off-balance sheet credit exposures	(1,875)		(897)		(978)		109.0	%
Provision for credit losses	$	36	$	523	$	(487)	(93.1)	%

Noninterest Income

Noninterest income consists 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 (ix) other noninterest income.

BancPlus’ income from service charges on deposit accounts and debit card interchange fees is largely 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 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 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. Brokerage and insurance fees and commissions includes stock and mutual fund brokerage fees earned by our wealth management

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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 increased ~~$626,000,~~$1.5 million, or ~~3.56%~~9.70%, to ~~$18.2~~$17.4 million for the three months ended ~~September 30, 2023~~March 31, 2024 compared to ~~$17.6~~$15.8 million for the same period of ~~2022,~~2023, primarily due to an ~~increase~~increases in ~~CDFI grants~~other income partially offset by a decrease in service charges on deposit accounts.

The following table presents the major components of noninterest income for three months ended ~~September 30, 2023,~~March 31, 2024, compared to the three months ended ~~September 30, 2022:~~March 31, 2023:


		Three Months Ended September 30,
	Three Months Ended March 31,																												Three Months Ended March 31,
(Dollars in thousands)	(Dollars in thousands)	2023		2022		$ Change		% Change		(Dollars in thousands)		2024						2023							$ Change							% Change
Noninterest income:	Noninterest income:
Service charges on deposit accounts
Service charges on deposit accounts
Service charges on deposit accounts	Service charges on deposit accounts	$	6,426	$	8,203	$	(1,777)	(21.7)	%	$	5,829			$		$	6,666			$			$	(837)			(12.6)				(12.6)		%
Mortgage origination income	Mortgage origination income	1,137		1,119		18		1.6	%	Mortgage origination income		968			687				687			281					281			40.9				40.9	%
Debit card interchange	Debit card interchange	2,403		2,393		10		0.4	%	Debit card interchange		2,536			2,566				2,566			(30)					(30)			(1.2)				(1.2)	%
Income from fiduciary activities	Income from fiduciary activities	2,286		1,794		492		27.4	%	Income from fiduciary activities		2,275			1,906				1,906			369					369			19.4				19.4	%
ATM income	ATM income	1,414		1,537		(123)		(8.0)	%	ATM income		1,195			1,474				1,474			(279)					(279)			(18.9)				(18.9)	%
Brokerage and insurance fees and commissions	Brokerage and insurance fees and commissions	808		734		74		10.1	%	Brokerage and insurance fees and commissions		647			637				637			10					10			1.6				1.6	%
Life insurance income	Life insurance income	757		648		109		16.8	%	Life insurance income		853			656				656			197					197			30.0				30.0	%
CDFI grants	CDFI grants	2,288		272		2,016		741.2	%	CDFI grants		—			—				—			—					—			—				—	%
Other income	Other income	673		866		(193)		(22.3)	%	Other income		3,073			1,247				1,247			1,826					1,826			146.4				146.4	%
Total	Total	$	18,192	$	17,566	$	626	3.6	%	Total		$	17,376		$			$	15,839		$				$	1,537		9.7					9.7	%

Service charges on deposit accounts decreased ~~$1.8 million,~~$837,000, or ~~21.7%~~12.6%, to ~~$6.4~~$5.8 million for the three months ended ~~September 30, 2023,~~March 31, 2024, compared to ~~$8.2~~$6.7 million for the same period of ~~2022.~~2023. The decrease was primarily the result of lower non-sufficient funds fees in the current year period.

~~CDFI grant~~Other income increased ~~$2.0~~$1.8 million, or ~~741.2%~~146.4%, to ~~$2.3~~$3.1 million for the three months ended ~~September 30, 2023,~~March 31, 2024, compared to ~~$272,000~~$1.2 million for the same period of ~~2022.~~2023. The increase was primarily the result of a ~~grant awarded in September 2023 from~~gain on the ~~CDFI Equitable Recovery Program.~~

~~Noninterest income decreased $5.2 million, or 9.7%, to $49.0 million for the nine months ended September 30, 2023 compared to $54.3 million for the same period~~sale of ~~2022, primarily due to decreases in service charges on deposit accounts, mortgage origination income and other income, partially offset by an increase in CDFI grant income.~~

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

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Nine Months Ended September 30,
(Dollars in thousands) 2023 2022 $ Change % Change
Noninterest income:
Service charges on deposit accounts $ 18,842 $ 22,696 $ (3,854) (17.0) %
Mortgage origination income 3,090 5,661 (2,571) (45.4) %
Debit card interchange 7,578 7,569 9 0.1 %
Income from fiduciary activities 6,201 5,844 357 6.1 %
ATM income 4,387 4,593 (206) (4.5) %
Brokerage and insurance fees and commissions 2,037 2,067 (30) (1.5) %
Life insurance income 2,083 1,913 170 8.9 %
CDFI grants 2,288 443 1,845 416.5 %
Other income 2,519 3,476 (957) (27.5) %
Total $ 49,025 $ 54,262 $ (5,237) (9.7) %

Service charges on deposit accounts decreased $3.9 million, or 17.0%, to $18.8 million for the nine months ended September 30, 2023, compared to $22.7 million for the same period of 2022. The decrease was primarily the result of lower non-sufficient funds feesfixed assets in the current year period.

Mortgage origination income decreased $2.6 million, or 45.4%, to $3.1 million for the nine months ended September 30, 2023, compared to $5.7 million for the same period of 2022. The decrease was primarily the result of decreased mortgage origination activity as refinancing activity has slowed in the current higher interest rate environment.

Other income decreased $957,000, or 27.5%, to $2.5 million for the nine months ended September 30, 2023, compared to $3.5 million for the same period of 2022. The decrease was primarily the result of decreases in personalized check sales, rental income, collection fee income and other miscellaneous income.

CDFI grant income increased $1.8 million, or 416.5%, to $2.3 million for the nine months ended September 30, 2023, compared to $443,000 for the same period of 2022. The increase was primarily the result of a grant awarded in September 2023 from the CDFI Equitable Recovery Program.

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 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 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 acquisitions. Additionally, BancPlus has built out and modernized its operational infrastructure and implemented its plan to build an 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.

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For the three months ended ~~September 30, 2023,~~March 31, 2024, noninterest expense totaled ~~$58.2~~$52.1 million, an increase of ~~$3.5~~$0.5 million, or ~~6.3%~~0.9%, from ~~$54.7~~$51.6 million for the three months ended ~~September 30, 2022,~~March 31, 2023, primarily due to increases in other expenses and professional fees, partially offset by a decrease in salaries and ~~other expenses.~~employee benefits expense.

The following table presents the major components of noninterest expense for the three months ended ~~September 30, 2023~~March 31, 2024 compared to the three months ended ~~September 30, 2022:~~March 31, 2023:

Three Months Ended September 30,
(Dollars in thousands) 2023 2022 $ Change % Change
Noninterest expense:
Salaries and employee benefits expenses $ 32,528 $ 32,909 $ (381) (1.2) %
Net occupancy expenses 4,567 4,733 (166) (3.5) %
Furniture, equipment and data processing expenses 8,152 7,671 481 6.3 %
Marketing and promotional expenses 2,009 2,027 (18) (0.9) %
Other real estate expenses and losses 103 111 (8) (7.2) %
Professional fees 2,645 915 1,730 189.1 %
Other expenses 8,161 6,338 1,823 28.8 %
Total $ 58,165 $ 54,704 $ 3,461 6.3 %

Professional fees increased $1.7 million, or 189.1%, to $2.6 million for the three months ended September 30, 2023, compared to $915,000 for the same period of 2022. The increase was primarily attributable to increased legal expenses in the current period from our portion of the previously disclosed Joint Settlement in the Madison Timber proceeding as well as increased consulting expense in the current year.

Other expenses increased $1.8 million, or 28.8%, to $8.2 million for the three months ended September 30, 2023, compared to $6.3 million for the same period of 2022. The increase was primarily attributable to increases in FDIC assessments and Louisiana shares tax, as well as an increase in loss on disposal of fixed assets in the current year period.

For the nine months ended September 30, 2023, noninterest expense totaled $165.1 million, an increase of $11.3 million, or 7.3%, from $153.8 million for the nine months ended September 30, 2022, primarily due to increases in salaries and employee benefits expenses, other expenses, and marketing and promotional expenses, 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 nine months ended September 30, 2023 compared to the nine months ended September 30, 2022:~~

Nine Months Ended September 30,
(Dollars in thousands) 2023 2022 $ Change % Change
Noninterest expense:
Salaries and employee benefits expenses $ 96,128 $ 88,559 $ 7,569 8.5 %
Net occupancy expenses 13,777 13,740 37 0.3 %
Furniture, equipment and data processing expenses 22,738 21,957 781 3.6 %
Marketing and promotional expenses 5,546 4,379 1,167 26.6 %
Other real estate expenses and losses 474 1,154 (680) (58.9) %
Professional fees 4,551 6,709 (2,158) (32.2) %
Other expenses 21,838 17,291 4,547 26.3 %
Total $ 165,052 $ 153,789 $ 11,263 7.3 %

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	Three Months Ended March 31,
(Dollars in thousands)	2024		2023		$ Change		% Change
Noninterest expense:
Salaries and employee benefits expenses	$	30,703	$	30,991	$	(288)	(0.9)	%
Net occupancy expenses	4,505		4,472		33		0.7	%
Furniture, equipment and data processing expenses	7,282		7,316		(34)		(0.5)	%
Marketing and promotional expenses	1,462		1,537		(75)		(4.9)	%
Other real estate expenses and losses	241		56		185		330.4	%
Professional fees	1,185		863		322		37.3	%
Other expenses	6,749		6,407		342		5.3	%
Total	$	52,127	$	51,642	$	485	0.9	%

Salaries and employee benefits expenses was the largest component of noninterest expense, representing ~~58.2%~~58.9% and ~~57.6%~~60.0% of total noninterest expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, salaries and employee benefits expense ~~increased $7.6 million,~~decreased $288,000, or ~~8.5%~~0.9%, to ~~$96.1 million, compared to $88.6~~$30.7 million for the ~~nine~~three months ended September 30, 2022. The increase in salaries and employee benefits expense was primarily due the FTC Merger, expansion of our Alabama and Florida teams as well as to normal annual salary increases for employees and related expenses.

~~Other expenses increased $4.5 million, or 26.3%, to $21.8 million for the nine months ended September 30, 2023,~~March 31, 2024, compared to ~~$17.3~~$31.0 million for the same period of ~~2022.~~2023. The ~~increase~~decrease was primarily attributable to ~~increases in amortization of intangible assets~~reduced medical and ~~Louisiana shares tax resulting from the FTC Merger, as well as increases in FDIC assessments, fees and commissions expense and loss on disposal of fixed assets~~dental insurance expenses in the current year period.

~~Marketing and promotional expenses~~Professional fees increased ~~$1.2 million,~~$322,000, or ~~26.6%~~37.3%, to ~~$5.5~~$1.2 million for the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared to ~~$4.4~~$863,000 for the same period of 2023. The increase was primarily attributable to increased consulting expense in the current year period.

Other expenses increased $342,000, or 5.3%, to $6.7 million for the three months ended March 31, 2024, compared to $6.4 million for the same period of ~~2022.~~2023. The increase was primarily ~~attributable to expanded marketing campaigns in new and existing markets.~~

Professional fees decreased $2.2 million, or 32.2%, to $4.6 million for the nine months ended September 30, 2023, compared to $6.7 million for the same period of 2022. The decrease was primarily the result of higher advisory fees in the prior year period in connection with the FTC Merger partially offset by increased ~~legal expenses in the current period from our portion of the previously disclosed Joint Settlement in the Madison Timber proceeding.~~

Other real estate expenses and losses decreased $680,000, or 58.9%, to $474,000 for the nine months ended September 30, 2023, compared to $1.2 million for the same period of 2022. The decrease was primarily related to a decline in write downs on other real estate ownedFDIC assessments in the current 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 ~~$3.6~~$4.5 million for the three months ended ~~September 30, 2023,~~March 31, 2024, compared to ~~$5.1~~$4.7 million for the same period of ~~2022,~~2023, a decrease of ~~$1.5 million,~~$216,000, or ~~29.4%~~4.5%. BancPlus’ effective tax rate for the three months ended ~~September 30, 2023~~March 31, 2024 was ~~22.6%~~21.1%, compared to ~~21.1%~~21.8% for the same period of ~~2022.~~

The increase in the effective tax rate for the three months ended September 30, 2023 compared with the same period of 2022 was primarily the result of the tax impact of the vesting of restricted stock awards during the current year period.

2023. The decrease in income tax expense for the three months ended ~~September 30, 2023~~March 31, 2024 compared with the same period of ~~2022, was primarily the result of lower income before taxes in the current year period.~~

~~BancPlus recorded income tax expense of $11.5 million for the nine months ended September 30,~~ 2023, compared to $12.1 million for the same period of 2022, a decrease of $536,000, or 4.4%. BancPlus’ effective tax rate for the nine months ended September 30, 2023 was 21.3%, compared to 21.2% for the same period of 2022.

The slight increase in the effective tax rate for the nine months ended September 30, 2023 compared with the same period of 2022 was primarily the result of the tax impact of the vesting of restricted stock awards during the current year period.

~~The decrease in income tax expense for the nine months ended September 30, 2023, compared to the same periods of 2022,~~ was primarily the result of lower income before taxes in the current year period.

Financial Condition

The following discussion compares BancPlus’ financial condition as of ~~September 30, 2023~~March 31, 2024 to December 31, ~~2022.~~2023.

Assets

Total assets increased $0.15 billion, or 2.0%, to $7.79 billion at March 31, 2024 over total assets of $7.64 billion at December 31, 2023. Total cash and cash equivalents increased $123.3 million, or 46.2%, to $389.9 million at March 31, 2024, compared to $266.6 million at December 31, 2023, primarily due to increases in deposits. Total loans held for investment decreased $0.02 billion, or 0.3%, to $6.07 billion at March 31, 2024, compared to $6.08 billion at December 31, 2023. Investment securities

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~~Total assets~~ increased ~~$0.56 billion, or 7.9%, to $7.59 billion at September 30, 2023 over total assets of $7.03 billion at December 31, 2022. Total cash and cash equivalents increased $41.8~~$31.6 million, or ~~30.3%~~3.5%, ~~to $179.7 million at September 30, 2023, compared to $137.9~~from $911.2 million at December 31, ~~2022, primarily due~~2023 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 $0.30 billion, or 5.2%, to $6.13 billion at September 30, 2023, compared to $5.82 billion at December 31, 2022 as a result of organic loan growth. Investment securities increased $192.3 million, or 28.0%, from $686.2$942.7 million at ~~December~~March 31, ~~2022 to $878.5 million at September 30, 2023~~2024 primarily as a result of increases in BancPlus’ portfolio of U.S. Government agency ~~obligations.~~obligations and U.S. Treasuries.

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 ~~September 30, 2023, 6.6%~~March 31, 2024, 5.8% of BancPlus’ investment securities portfolio was classified as held to maturity and ~~93.4%~~94.2% was classified as available for sale. As of December 31, ~~2022, 9.1%~~2023, 6.1% of BancPlus’ investment securities portfolio was classified as held to maturity and ~~90.9%~~93.9% was classified as available for sale. Securities available for sale increased ~~$196.6~~$32.5 million, or ~~31.5%~~3.8%, from ~~$623.9~~$856.0 million at December 31, ~~2022~~2023 to ~~$820.5~~$888.5 million at ~~September 30, 2023~~March 31, 2024 primarily as a result of increases in BancPlus’ portfolio of U.S. Treasuries and U.S. Government agency obligations.

At ~~September 30, 2023,~~March 31, 2024, U.S. government agency obligations represented ~~51.5%~~51.2%, U.S. Treasuries represented ~~20.6%~~24.3%, municipal securities represented ~~11.4%~~10.4%, mortgage-backed securities represented ~~10.6%~~9.2%, and corporate investments represented ~~5.1%, and asset-backed securities represented 0.8%~~4.9% of BancPlus’ investment securities portfolio. At December 31, ~~2022,~~2023, U.S. government agency obligations represented ~~55.2%~~49.9%, U.S. Treasuries represented 23.1%, municipal securities represented 10.9%, mortgage-backed securities represented ~~15.5%, municipal securities represented 16.1%~~10.3%, corporate investments represented ~~6.7%~~5.0% and asset-backed securities represented ~~1.5%~~0.8% of BancPlus’ 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:


	March 31, 2024				December 31, 2023
(Dollars in thousands)	Carrying Value		% of Total		Carrying Value		% of Total
Held to Maturity:
(At amortized cost)

Issued by states and political subdivisions	$	54,241	5.75	%	$	55,170	6.05	%

Total held-to-maturity	54,241		5.75	%	55,170		6.05	%

Available for Sale:
(At fair value)
U.S. Treasuries	228,802		24.27	%	210,118		23.06	%
U.S. Government agency obligations	483,068		51.24	%	454,923		49.93	%
Issued by states and political subdivisions	43,785		4.64	%	44,191		4.85	%
Mortgage-backed securities:
Residential	74,082		7.86	%	82,028		9.00	%
Commercial	12,211		1.30	%	12,273		1.35	%
Asset-backed securities	—		—	%	6,949		0.76	%
Corporate investments	46,556		4.94	%	45,539		5.00	%
Total available for sale	888,504		94.25	%	856,021		93.95	%

Total investment securities	$	942,745	100.00	%	$	911,191	100.00	%

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September 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 $ 57,951 6.60 % $ 62,274 9.08 %
Total held-to-maturity 57,951 6.60 % 62,274 9.08 %
Available for Sale:
(At fair value)
U.S. Treasuries 180,925 20.60 % 34,579 5.04 %
U.S. Government agency obligations 452,213 51.48 % 378,736 55.19 %
Issued by states and political subdivisions 42,487 4.84 % 48,150 7.02 %
Mortgage-backed securities:
Residential 80,921 9.21 % 94,132 13.72 %
Commercial 11,808 1.34 % 12,070 1.76 %
Asset-backed securities 7,297 0.83 % 10,220 1.49 %
Corporate investments 44,871 5.11 % 46,033 6.71 %
Total available for sale 820,522 93.40 % 623,920 90.92 %
Total investment securities $ 878,473 100.00 % $ 686,194 100.00 %

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%.


	Maturity as of March 31, 2024
	Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years				Due After Ten Years
(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:

Issued by states and political subdivisions	$	12,858	2.85	%	$	35,066	3.02	%	$	5,092	3.58	%	$	1,225	4.30	%




Total held to maturity	12,858		2.85	%	35,066		3.02	%	5,092		3.58	%	1,225		4.30	%

Available for sale:
U.S. Treasuries	172,042		5.21	%	49,364		3.95	%	7,396		4.15	%	—		—	%
U.S. Government agency obligations	88,359		0.64	%	359,072		2.62	%	35,637		2.60	%	—		—	%
Issued by states and political subdivisions	4,964		2.40	%	21,774		2.91	%	14,928		3.12	%	2,119		4.55	%
Mortgage-backed securities:
Residential	—		—	%	1,394		1.82	%	3,716		2.81	%	68,972		2.46	%
Commercial	—		—	%	9,269		1.52	%	2,656		1.58	%	286		2.46	%
Asset-backed securities	—		—	%	—		—	%	—		—	%	—		—	%
Corporate investments	—		—	%	1,373		6.02	%	44,494		4.27	%	689		4.50	%
Total available for sale	265,365		3.64	%	442,246		2.77	%	108,827		3.44	%	72,066		2.54	%

Total investment securities	$	278,223	3.60	%	$	477,312	2.79	%	$	113,919	3.45	%	$	73,291	2.57	%

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Maturity as of September 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
(Dollars in thousands) Amount Weighted
Average
Yield Amount Weighted
Average
Yield Amount Weighted
Average
Yield Amount Weighted
Average
Yield
Held to maturity:
Issued by states and political subdivisions $ 14,120 1.42 % $ 35,962 2.90 % $ 6,229 3.59 % $ 1,640 4.27 %
Total held to maturity 14,120 1.42 % 35,962 2.90 % 6,229 3.59 % 1,640 4.27 %
Available for sale:
U.S. Treasuries 171,821 5.09 % 9,104 2.89 % — — % — — %
U.S. Government agency obligations 102,223 0.51 % 301,636 1.80 % 46,235 2.34 % 2,119 6.89 %
Issued by states and political subdivisions 2,015 3.85 % 23,889 2.77 % 13,666 3.01 % 2,917 4.00 %
Mortgage-backed securities:
Residential — — % 1,679 1.81 % 3,279 2.57 % 75,963 2.57 %
Commercial — — % 8,961 1.52 % 2,540 1.58 % 307 2.49 %
Asset-backed securities — — % — — % — — % 7,297 6.59 %
Corporate investments — — % 1,362 6.18 % 42,748 4.27 % 761 4.50 %
Total available for sale 276,059 3.39 % 346,631 1.91 % 108,468 3.17 % 89,364 3.06 %
Total investment securities $ 290,179 3.29 % $ 382,593 2.00 % $ 114,697 3.20 % $ 91,004 3.09 %

~~Table of Contents~~


		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
	Maturity as of December 31, 2023																																													Maturity as of December 31, 2023
	Due in One Year or Less																										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:

Issued by states and political subdivisions

Issued by states and political subdivisions

Issued by states and political subdivisions	Issued by states and political subdivisions	$	6,961	2.71	%	$	47,221	2.53	%	$	6,452	3.77	%	$	1,640	4.39	%	$	13,776			1.42		1.42		%			$	35,076		2.94			2.94	%		$	5,093		3.61				3.61		%			$	1,225		4.31			4.31	%

Total held to maturity	Total held to maturity	6,961		2.71	%	47,221		2.53	%	6,452		3.77	%	1,640		4.39	%

Total held to maturity

Total held to maturity																				13,776					1.42		%			35,076					2.94	%		5,093						3.61		%			1,225						4.31	%

Available for sale:	Available for sale:
Available for sale:
Available for sale:
U.S. Treasuries
U.S. Treasuries
U.S. Treasuries	U.S. Treasuries	25,302		1.35	%	9,277		1.24	%	—		—	%	—		—	%	171,802				5.22		5.22		%			38,316			3.89			3.89	%		—			—				—		%			—			—			—	%
U.S. Government agency obligations	U.S. Government agency obligations	57,051		0.57	%	259,397		1.02	%	59,604		1.38	%	2,684		4.79	%	U.S. Government agency obligations		75,249			0.68			0.68		%			338,867		2.25			2.25	%			38,980			2.31				2.31	%				1,827		7.14			7.14	%
Issued by states and political subdivisions	Issued by states and political subdivisions	3,391		2.72	%	22,436		2.96	%	19,230		3.19	%	3,093		3.62	%	Issued by states and political subdivisions		2,962			2.99			2.99		%			23,863		2.78			2.78	%			14,667			3.13				3.13	%				2,699		4.24			4.24	%
Mortgage-backed securities:	Mortgage-backed securities:
Residential
Residential
Residential	Residential	—		—	%	386		1.48	%	5,691		2.29	%	88,056		2.54	%	—				—		—		%			1,546			1.81			1.81	%		4,023			2.80				2.80		%			76,459			2.56			2.56	%
Commercial	Commercial	—		—	%	9,082		1.52	%	2,637		1.58	%	350		2.56	%	Commercial		—			—			—		%			9,290		1.52			1.52	%			2,685			1.58				1.58	%				298		2.47			2.47	%
Asset-backed securities	Asset-backed securities	—		—	%	—		—	%	—		—	%	10,220		5.57	%	Asset-backed securities		—			—			—		%			—		—			—	%			—			—				—	%				6,949		6.71			6.71	%
Corporate investments	Corporate investments	—		—	%	437		2.75	%	42,767		4.12	%	2,829		6.33	%	Corporate investments		—			—			—		%			1,360		6.21			6.21	%			43,487			4.27				4.27	%				692		4.50			4.50	%
Total available for sale	Total available for sale	85,744		0.89	%	301,015		1.19	%	129,929		2.59	%	107,232		3.02	%	Total available for sale		250,013			3.83			3.83		%			413,242		2.43			2.43	%			103,842			3.25				3.25	%				88,924		3.04			3.04	%

Total investment securities	Total investment securities	$	92,705	1.02	%	$	348,236	1.37	%	$	136,381	2.65	%	$	108,872	3.04	%
Total investment securities
Total investment securities																				$	263,789				3.70		%			$	448,318				2.47	%		$	108,935					3.26		%			$	90,149					3.06	%

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 September 30, 2023				As of December 31, 2022
	As of March 31, 2024																	As of March 31, 2024							As of December 31, 2023
(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:
Secured by real estate:
Residential properties
Residential properties
Residential properties	Residential properties	$	1,521,896	24.83	%	$	1,403,974	24.11	%	$	1,583,986		26.11		26.11		%			$	1,551,777		25.51			25.51	%
Construction and land development	Construction and land development	816,941		13.33	%	772,357		13.26	%	Construction and land development		676,847		11.16			11.16		%			731,449		12.03			12.03	%
Farmland	Farmland	311,781		5.09	%	283,832		4.87	%	Farmland		308,577		5.09			5.09		%			309,840		5.09			5.09	%
Other commercial	Other commercial	2,584,653		42.17	%	2,467,216		42.36	%	Other commercial		2,687,048		44.28			44.28		%			2,666,956		43.86			43.86	%
Total real estate	Total real estate	5,235,271		85.42	%	4,927,379		84.60	%	Total real estate		5,256,458		86.64			86.64		%			5,260,022		86.49			86.49	%
Commercial and industrial	Commercial and industrial	705,233		11.51	%	706,466		12.13	%	Commercial and industrial		624,795		10.30			10.30		%			631,528		10.38			10.38	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	90,358		1.47	%	80,770		1.39	%	Agricultural production and other loans to farmers		88,289		1.46			1.46		%			91,976		1.51			1.51	%
Consumer and other	Consumer and other	98,189		1.60	%	109,534		1.88	%	Consumer and other		96,884		1.60			1.60		%			98,485		1.62			1.62	%
Total loans, gross	Total loans, gross	6,129,051		100.00	%	5,824,149		100.00	%	Total loans, gross		6,066,426		100.00			100.00		%			6,082,011		100.00			100.00	%
Allowance for credit losses	Allowance for credit losses	(64,470)				(42,875)
Total loans, net	Total loans, net	$	6,064,581			$	5,781,274
Total loans, net
Total loans, net

Our loan portfolio was comprised of ~~73.6%~~72.3% commercial loans and ~~26.4%~~27.7% consumer loans as of ~~September 30, 2023,~~March 31, 2024, compared to ~~76.4%~~72.9% commercial loans and ~~23.6%~~27.1% consumer loans as of December 31, ~~2022.~~2023. 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 ~~September 30, 2023,~~March 31, 2024, BancPlus’ loan portfolio included ~~$464.7~~$372.6 million of loan participations purchased, or ~~7.58%~~6.14% of total loans, which included ~~$296.2~~$216.5 million of shared national credits. At December 31, ~~2022,~~2023, BancPlus’ loan portfolio included ~~$471.3~~$392.8 million of loan participations purchased, or ~~8.09%~~6.46% of total loans, which included ~~$274.4~~$222.5 million of shared national credits.

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


		As of September 30, 2023
	As of March 31, 2024																As of March 31, 2024
(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:
Residential properties
Residential properties
Residential properties	Residential properties	$	150,556	$	479,438	$	482,374	$	409,528	$	1,521,896
Construction and land development	Construction and land development	332,876		365,045		106,606		12,414		816,941
Farmland	Farmland	39,265		126,270		114,693		31,553		311,781
Other commercial	Other commercial	317,333		1,598,362		476,410		192,548		2,584,653
Total real estate	Total real estate	840,030		2,569,115		1,180,083		646,043		5,235,271
Commercial and industrial	Commercial and industrial	140,209		506,501		58,523		—		705,233
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	45,620		44,308		430		—		90,358
Consumer and other loans	Consumer and other loans	22,251		70,274		5,659		5		98,189
Total loans	Total loans	$	1,048,110	$	3,190,198	$	1,244,695	$	646,048	$	6,129,051

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		As of December 31, 2022
	As of December 31, 2023																As of December 31, 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:
Residential properties
Residential properties
Residential properties	Residential properties	$	149,146	$	401,119	$	497,926	$	355,783	$	1,403,974
Construction and land development	Construction and land development	272,454		379,245		104,632		16,026		772,357
Farmland	Farmland	46,925		114,854		96,937		25,116		283,832
Other commercial	Other commercial	254,430		1,504,253		487,890		220,643		2,467,216
Total real estate	Total real estate	722,955		2,399,471		1,187,385		617,568		4,927,379
Commercial and industrial	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	40,558		39,665		547		—		80,770
Consumer and other loans	Consumer and other loans	39,667		64,715		5,138		14		109,534
Total loans	Total loans	$	955,075	$	2,955,112	$	1,296,380	$	617,582	$	5,824,149


		As of September 30, 2023
	As of March 31, 2024										As of March 31, 2024
(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:
Residential properties
Residential properties
Residential properties	Residential properties	$	1,213,588	$	308,308	$	1,521,896
Construction and land development	Construction and land development	445,417		371,524		816,941
Farmland	Farmland	185,034		126,747		311,781
Other commercial	Other commercial	1,887,400		697,253		2,584,653
Total real estate	Total real estate	3,731,439		1,503,832		5,235,271
Commercial and industrial	Commercial and industrial	329,581		375,652		705,233
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	47,268		43,090		90,358
Consumer and other loans	Consumer and other loans	67,122		31,067		98,189
Total loans	Total loans	$	4,175,410	$	1,953,641	$	6,129,051


		As of December 31, 2022
	As of December 31, 2023										As of December 31, 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:
Residential properties
Residential properties
Residential properties	Residential properties	$	1,115,571	$	288,403	$	1,403,974
Construction and land development	Construction and land development	413,291		359,066		772,357
Farmland	Farmland	181,973		101,859		283,832
Other commercial	Other commercial	1,748,802		718,414		2,467,216
Total real estate	Total real estate	3,459,637		1,467,742		4,927,379
Commercial and industrial	Commercial and industrial	316,909		389,557		706,466
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	44,941		35,829		80,770
Consumer and other loans	Consumer and other loans	78,411		31,123		109,534
Total loans	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

~~Table of Contents~~

as long as there is no violation of any condition established in the contract. Such commitments generally have fixed expiration

Table of Contents

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 ~~September 30, 2023,~~March 31, 2024, BancPlus had total off-balance sheet commitments of ~~$1.445~~$1.086 billion. At ~~September 30, 2023,~~March 31, 2024, BancPlus had an allowance for credit loss on off-balance sheet commitments of ~~$11.0~~$7.1 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.”

~~Table of Contents~~

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


		As of September 30, 2023
	As of March 31, 2024																As of March 31, 2024
(Dollars in thousands)	(Dollars in thousands)	Risk Grades 1-6		Special Mention		Substandard		Doubtful		Total		(Dollars in thousands)	Risk Grades 1-6	Special Mention	Substandard	Doubtful		Total
Secured by real estate:	Secured by real estate:
Residential properties
Residential properties
Residential properties	Residential properties	$	1,503,288	$	—	$	18,608	$	—	$	1,521,896
Construction and land development	Construction and land development	814,245		246		2,450		—		816,941
Farmland	Farmland	309,244		—		2,537		—		311,781
Other commercial	Other commercial	2,572,822		—		11,831		—		2,584,653
Total real estate	Total real estate	5,199,599		246		35,426		—		5,235,271
Commercial and industrial	Commercial and industrial	691,668		—		12,109		1,456		705,233
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	90,262		—		96		—		90,358
Consumer and other	Consumer and other	98,077		—		112		—		98,189
Total	Total	$	6,079,606	$	246	$	47,743	$	1,456	$	6,129,051


		As of December 31, 2022
	As of December 31, 2023																As of December 31, 2023
(Dollars in thousands)	(Dollars in thousands)	Risk Grades 1-6		Special Mention		Substandard		Doubtful		Total		(Dollars in thousands)	Risk Grades 1-6	Special Mention	Substandard	Doubtful		Total
Secured by real estate:	Secured by real estate:
Residential properties
Residential properties
Residential properties	Residential properties	$	1,391,039	$	—	$	12,852	$	83	$	1,403,974
Construction and land development	Construction and land development	768,699		303		3,355		—		772,357
Farmland	Farmland	280,522		—		3,310		—		283,832
Other commercial	Other commercial	2,456,708		—		10,384		124		2,467,216
Total real estate	Total real estate	4,896,968		303		29,901		207		4,927,379
Commercial and industrial	Commercial and industrial	693,963		—		12,503		—		706,466
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	80,524		—		246		—		80,770
Consumer and other	Consumer and other	108,279		—		1,255		—		109,534
Total	Total	$	5,779,734	$	303	$	43,905	$	207	$	5,824,149

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Nonperforming Assets

Nonperforming loans include loans accounted for on a nonaccrual basis and 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).

~~Table of Contents~~

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


(Dollars in thousands)	(Dollars in thousands)	September 30, 2023			December 31, 2022			(Dollars in thousands)	March 31, 2024		December 31, 2023
Nonaccrual loans:	Nonaccrual loans:
Real estate loans:	Real estate loans:
Real estate loans:
Real estate loans:
Residential properties
Residential properties
Residential properties	Residential properties	$	1,850		$	2,726
Construction and land development	Construction and land development	—			24
Farmland	Farmland	649			960
Other commercial	Other commercial	3,747			1,215
Total real estate	Total real estate	6,246			4,925
Commercial and industrial	Commercial and industrial	1,460			192
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	—			155
Consumer and other	Consumer and other	—			—
Total nonaccrual loans	Total nonaccrual loans	7,706			5,272

90+ days past due and accruing:	90+ days past due and accruing:
90+ days past due and accruing:
90+ days past due and accruing:
Real estate loans:	Real estate loans:
Real estate loans:
Real estate loans:
Residential properties
Residential properties
Residential properties	Residential properties	880			1,079
Construction and land development	Construction and land development	832			1,578
Farmland	Farmland	38			427
Other commercial	Other commercial	369			216
Total real estate	Total real estate	2,119			3,300
Commercial and industrial	Commercial and industrial	1,548			545
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	—			—
Consumer and other	Consumer and other	22			697
Total 90+ days past due and accruing	Total 90+ days past due and accruing	3,689			4,542
Total nonperforming loans	Total nonperforming loans	11,395			9,814
Plus: foreclosed assets	Plus: foreclosed assets	3,914			4,231
Total nonperforming assets	Total nonperforming assets	$	15,309		$	14,045

Nonaccrual loans to total loans	Nonaccrual loans to total loans	0.13		%	0.09		%
Nonaccrual loans to total loans
Nonaccrual loans to total loans									0.22	%	0.12	%
Nonperforming loans to total loans	Nonperforming loans to total loans	0.19		%	0.17		%	Nonperforming loans to total loans	0.24	%	0.13	%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.20		%	0.20		%	Nonperforming assets to total assets	0.22	%	0.14	%
Allowance for credit losses to nonaccrual loans	Allowance for credit losses to nonaccrual loans	836.62		%	813.26		%	Allowance for credit losses to nonaccrual loans	506.06	%	913.11	%

Total nonperforming assets increased by ~~$1.3~~$6.9 million, or ~~9.0%~~66.6%, from ~~$14.0~~$10.3 million at December 31, ~~2022~~2023 to ~~$15.3~~$17.2 million at ~~September 30, 2023,~~March 31, 2024, primarily the result of ~~current year~~ increases in nonaccrual and past due real estate loans in the ~~commercial and industrial and other commercial categories.~~current year period. This increase in nonperforming loans for the period ended ~~September 30, 2023~~March 31, 2024 resulted in corresponding increases in the ratios for nonperforming loans to total loans and nonperforming assets to total ~~assets. The increase~~assets and a decrease in the ratio for allowance for credit losses to nonaccrual ~~loans for the period ended September 30, 2023 was the result of the increase in the allowance for credit losses in the current year from the adoption of ASU 2016-13.~~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

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payment of principal or interest, unless the loan is considered to be well-secured and in the process of collection. When a loan is placed on nonaccrual status, interest that is accrued but not collected is reversed against interest income. Generally, payments received on nonaccrual loans are applied directly to principal.

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Allowance for Credit Losses

The allowance for credit losses is a reserve established through charges to earnings in the form of a provision for credit losses. BancPlus maintains an allowance for credit losses at a level management considers adequate to provide for expected credit losses on loans over the 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 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 credit losses 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.

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 ~~third~~first quarter of ~~2023,~~2024, 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 conflicts in Ukraine and the Middle East. 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 credit losses.

The allowance for credit losses was ~~$64.5~~$66.8 million and ~~$42.9~~$65.9 million, and the allowance for credit losses as a percentage of loans was ~~1.05%~~1.10% and ~~0.74%~~1.08%, at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. Net charge-offs totaled ~~$1.0 million~~$943,000 and ~~$3.4 million~~$636,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The variance was primarily the result of a decrease in ~~charge-offs on agricultural production and other loans to farmers and residential properties partially offset by an increase in charge-offs~~recoveries on consumer and other loans in the current ~~year.~~year period.

The allowance for credit losses increased by ~~$21.6 million,~~$968,000, or ~~50.4%~~1.5%, to ~~$64.5~~$66.8 million at ~~September 30, 2023,~~March 31, 2024, from ~~$42.9~~$65.9 million at December 31, ~~2022, primarily due to the adoption of ASU 2016-13.~~2023.

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


(Dollars in thousands)	(Dollars in thousands)	September 30, 2023			September 30, 2022			(Dollars in thousands)	March 31, 2024		March 31, 2023

Balance, beginning of period	Balance, beginning of period	$	42,875		$	45,000
Balance, beginning of period
Balance, beginning of period
Impact of adopting ASU 2016-13	Impact of adopting ASU 2016-13	20,744			—
Charge-offs:	Charge-offs:
Residential properties
Residential properties
Residential properties	Residential properties	246			783
Construction and land development	Construction and land development	61			1
Farmland	Farmland	114			120
Other commercial	Other commercial	56			559
Total real estate	Total real estate	477			1,463
Commercial and industrial	Commercial and industrial	539			1,753
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	19			2,829
Consumer and other	Consumer and other	2,271			507
Total charge-offs	Total charge-offs	3,306			6,552
Recoveries:	Recoveries:
Residential properties	Residential properties	160			158
Residential properties
Residential properties
Construction and land development	Construction and land development	12			449
Farmland	Farmland	96			16
Other commercial	Other commercial	207			361
Total real estate	Total real estate	475			984
Commercial and industrial	Commercial and industrial	246			114
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	14			1,771
Consumer and other	Consumer and other	1,564			276
Total recoveries	Total recoveries	2,299			3,145
Net charge-offs (recoveries)		1,007			3,407
Net charge-offs
Provision for credit losses	Provision for credit losses	1,858			940
Balance, end of period	Balance, end of period	$	64,470		$	42,533

Total loans, end of period (including loans held for sale)	Total loans, end of period (including loans held for sale)	$	6,140,896		$	5,553,967
Total loans, end of period (including loans held for sale)
Total loans, end of period (including loans held for sale)
Average loans	Average loans	$	6,006,862		$	4,800,489
Net charge-offs (annualized) to average loans	Net charge-offs (annualized) to average loans	0.02		%	0.09		%	Net charge-offs (annualized) to average loans	0.06	%	0.04	%
Allowance for credit losses to total loans	Allowance for credit losses to total loans	1.05		%	0.77		%	Allowance for credit losses to total loans	1.10	%	1.08	%

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

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		Nine Months Ended September 30,
		2023						2022
	Three Months Ended March 31,																																Three Months Ended March 31,
	2024																					2024														2023
(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	$	86	$	1,457,303	0.01	%	$	625	$	1,122,955	0.07	%	Residential properties	$	55	$	$	1,579,703	0.01				0.01		%			$	115	$				$	1,407,039		0.03			0.03	%
Construction and land development	Construction and land development	49		827,370		0.01	%	(448)		759,731		(0.08)	%	Construction and land development	(4)		685,680		685,680		—				—		%			4		812,238					812,238		—			—	%
Farmland	Farmland	18		294,976		0.01	%	104		236,554		0.06	%	Farmland	(37)		309,818		309,818		(0.05)				(0.05)		%			3		283,020					283,020		—			—	%
Other commercial	Other commercial	(151)		2,528,738		(0.01)	%	198		1,896,115		0.01	%	Other commercial	16		2,693,386		2,693,386		—				—		%			(51)		2,492,168					2,492,168		(0.01)			(0.01)	%
Commercial and industrial	Commercial and industrial	293		709,592		0.06	%	1,639		597,634		0.37	%	Commercial and industrial	645		630,306		630,306		0.41				0.41		%			200		714,810					714,810		0.11			0.11	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	5		82,979		0.01	%	1,058		77,653		1.82	%	Agricultural production and other loans to farmers	—		80,421		80,421		—				—		%			10		65,515					65,515		0.06			0.06	%
Consumer and other	Consumer and other	707		99,954		0.94	%	231		100,806		0.31	%	Consumer and other	268		97,655		97,655		1.10				1.10		%			355		103,221					103,221		1.38			1.38	%
Loans held for sale	Loans held for sale	—		5,950		—	%	—		9,041		—	%	Loans held for sale	—		5,955		5,955		—				—		%			—		3,768					3,768		—			—	%
Total	Total	$	1,007	$	6,006,862	0.02	%	$	3,407	$	4,800,489	0.09	%	Total	$	943	$	$	6,082,924	0.06				0.06		%			$	636	$				$	5,881,779		0.04			0.04	%

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


		September 30, 2023				December 31, 2022
	March 31, 2024															March 31, 2024						December 31, 2023
(Dollars in thousands)	(Dollars in thousands)	Amount		Percent		Amount		Percent		(Dollars in thousands)	Amount			Percent				Amount					Percent
Residential properties	Residential properties	$	17,619	27.3	%	$	9,958	23.2	%	Residential properties	$	21,129	31.6		31.6		%		$	20,487	31.1			31.1	%
Construction and land development	Construction and land development	18,457		28.6	%	6,519		15.2	%	Construction and land development	14,194		21.2		21.2		%		15,494		23.5			23.5	%
Farmland	Farmland	1,393		2.2	%	1,963		4.6	%	Farmland	1,087		1.6		1.6		%		1,229		1.9			1.9	%
Other commercial	Other commercial	19,469		30.2	%	18,219		42.5	%	Other commercial	21,188		31.7		31.7		%		21,044		31.9			31.9	%
Total real estate	Total real estate	56,938		88.3	%	36,659		85.5	%	Total real estate	57,598		86.2		86.2		%		58,254		88.4			88.4	%
Commercial and industrial	Commercial and industrial	6,574		10.2	%	4,750		11.1	%	Commercial and industrial	8,221		12.3		12.3		%		6,556		10.0			10.0	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	337		0.5	%	641		1.5	%	Agricultural production and other loans to farmers	239		0.4		0.4		%		241		0.4			0.4	%
Consumer and other	Consumer and other	621		1.0	%	825		1.9	%	Consumer and other	782		1.2		1.2		%		821		1.2			1.2	%
Total allowance for credit losses	Total allowance for credit losses	$	64,470	100.0	%	$	42,875	100.0	%	Total allowance for credit losses	$	66,840	100.0		100.0		%		$	65,872	100.0			100.0	%

Goodwill and Other Intangible Assets

Goodwill was $62.8 million as of both ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired by the Company in prior acquisitions. Goodwill is not amortized but is subject to, at a minimum, an annual test for impairment. Other intangible assets 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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were ~~$10.3~~$9.5 million and ~~$11.5~~$9.9 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:


		September 30, 2023						December 31, 2022
	March 31, 2024																						March 31, 2024										December 31, 2023
(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	$	1,524,073	0.00	%	25.45	%	$	1,740,283	0.00	%	31.61	%
Non-interest bearing
Non-interest bearing															$	1,305,814		0.00		%	20.58	%			$	1,496,042		0.00		%	24.82	%
Interest bearing:	Interest bearing:
Transaction accounts
Transaction accounts
Transaction accounts	Transaction accounts	1,510,197		0.99	%	25.22	%	1,574,512		0.35	%	28.60	%	1,423,982		1.76	1.76	%	22.45		%			1,469,828		1.39	1.39	%	24.39		%
Money market and other savings accounts	Money market and other savings accounts	1,994,155		2.77	%	33.30	%	1,408,355		0.42	%	25.58	%	Money market and other savings accounts	2,081,907			3.06	3.06	%	32.82	%			2,017,787			2.66	2.66	%	33.48	%
Certificates of deposit	Certificates of deposit	959,848		2.61	%	16.03	%	783,047		0.45	%	14.22	%	Certificates of deposit	1,410,778			4.00	4.00	%	22.24	%			1,038,396			2.91	2.91	%	17.23	%
Brokered time deposits														Brokered time deposits	121,608			5.40		%	1.92	%			4,756			5.45		%	0.08	%
Total deposits	Total deposits	$	5,988,273	1.59	%	100.00	%	$	5,506,197	0.27	%	100.00	%	Total deposits	$	6,344,089		2.39	2.39	%	100.00	%			$	6,026,809		1.74	1.74	%	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 ~~$482.1~~$317.3 million, or ~~8.8%~~5.3%, to ~~$5.99~~$6.34 billion at ~~September 30, 2023~~March 31, 2024 from ~~$5.51~~$6.03 billion as of December 31, ~~2022~~2023 primarily resulted from increases in money market and other savings accounts and certificates of deposit driven by the higher interest rate ~~market.~~market in addition to an increase in brokered deposits. At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, BancPlus held non-time deposits in excess of FDIC insurance limits estimated at ~~$2.13~~$1.89 billion and ~~$1.53~~$1.99 billion, respectively.

The following table shows the maturity of certificates of deposit, including brokered time deposits, as of ~~September 30, 2023:~~March 31, 2024:


(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	$	68,333	$	139,134	$	207,467	$	34,768
Over 3 months through 6 months	Over 3 months through 6 months	110,872		168,803		279,675		54,028
Over 6 months through 12 months	Over 6 months through 12 months	109,433		210,260		319,693		57,883
Over 12 months	Over 12 months	130,483		259,788		390,271		59,782
Total certificates of deposit	Total certificates of deposit	$	419,121	$	777,985	$	1,197,106	$	206,461

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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, 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)	(Dollars in thousands)	Balances Outstanding						Weighted Average Rate				(Dollars in thousands)		Balances Outstanding											Weighted Average Rate
September 30, 2023		Maximum Month End		Average Daily		At Period End		During Period		At Period End
March 31, 2024												March 31, 2024		Maximum Month End			Average Daily			At Period End					During Period			At Period End
Federal funds purchased	Federal funds purchased	$	—	$	2,192	$	—	4.87	%	—	%	Federal funds purchased		$	—		$	516		$	—		6.20			6.20		%	—	%
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	—		—		—		—	%	—	%	Securities sold under agreements to repurchase		—			—	—		—	—		—			—		%	—	%
	$
		$	—	$	—	$	—
December 31, 2023

December 31, 2022
December 31, 2023

December 31, 2023
Federal funds purchased
Federal funds purchased
Federal funds purchased	Federal funds purchased	$	20,003	$	1,136	$	—	4.39	%	—	%	$	—		$	1,642		$	—			4.86		4.86		%	—		%
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	—		—		—		—	%	—	%	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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, BancPlus had ~~$545.1~~$280.1 million and ~~$318.1~~$375.1 million in FHLB borrowings, at a weighted average interest rate of ~~5.02%~~4.53% and ~~4.52%~~4.79%, respectively.

The Company also has available funding from the Federal Reserve Bank’s discount window which it utilizes from time to time for short-term funding. At ~~September 30,~~March 31, 2024 and December 31, 2023, the Company had ~~a balance~~zero borrowings outstanding ~~of $25.0 million~~ with the Federal Reserve ~~Bank at an interest rate of 5.50%.~~

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 nine months ended September 30, 2023, the Company paid unused fees of $38,000. The balance outstanding on this revolving line of credit was zero at September 30, 2023 and December 31, 2022.

Bank.

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


(Dollars in thousands)	(Dollars in thousands)	September 30, 2023		December 31, 2022		(Dollars in thousands)	March 31, 2024	December 31, 2023
2023		$	260,003	$	318,025
2024	2024	125,013		13
2025	2025	125,013		13
2026	2026	60,014		14
2027	2027	14		14
2028
Thereafter	Thereafter	5		5
Total	Total	$	570,062	$	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 sheet and are being amortized over the life of the Notes. At March 31, 2024 and December 31, 2023, the remaining unamortized balance of these issuance costs was $892,000 and $928,000, 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 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~~Notes qualify as Tier 2 capital for regulatory capital purposes. The Company used the proceeds from the Notes for general corporate purposes, including improving the Company’s liquidity and capital position.

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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 “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 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 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 sheet at ~~September 30, 2023~~March 31, 2024 due to the remaining purchase premium of ~~$443,000,~~$348,000, 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. 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:


(Dollars in thousands)	(Dollars in thousands)	Year of Maturity	Interest Rate		September 30, 2023		December 31, 2022		(Dollars in thousands)	Year of Maturity	Interest Rate	March 31, 2024	December 31, 2023
First Bancshares of Baton Rouge Statutory Trust I	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 CME Term SOFR, plus 1.99%		5,155		5,155
BancPlus Statutory Trust II	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 CME Term SOFR, plus 1.35%		20,619		20,619
State Capital Master Trust	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 sheet at ~~September 30, 2023~~March 31, 2024 due to the remaining purchase discount of ~~$3.6~~$3.4 million, which was established upon the SCC Merger and is being amortized over the remaining life of the debentures. At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the remaining unamortized purchase discount was ~~$3.6~~$3.4 million and ~~$3.7~~$3.5 million, respectively.

Interest rates adjust quarterly for the subordinated debentures with rates that were nominally indexed with LIBOR.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.

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. 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.

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Shareholders’ Equity

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

Shareholders’ equity ~~decreased $2.0~~increased $10.7 million, or ~~0.3%~~1.5%, to ~~$696.1~~$735.7 million at ~~September 30, 2023~~March 31, 2024 from ~~$698.1~~$725.1 million at December 31, ~~2022,~~2023, primarily due to ~~the cumulative change in accounting principle related to the adoption~~net income of ~~ASU 2016-13~~$17.0 million and stock based compensation of ~~$25.0~~$1.2 million, partially offset by dividends paid of ~~$15.7 million, purchase of common stock of the Company of $2.9 million, shares withheld to satisfy withholding obligation in the vesting of restricted stock of $1.0~~$5.5 million and other comprehensive loss of ~~$3.6 million, partially offset by net income of $42.6 million and stock based compensation of $3.5~~$2.0 million.

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 consider its secondary liquidity. BancPlus also monitors its liquidity requirements in light of interest rate trends, changes in the economy, ~~and the~~ scheduled ~~maturity~~maturities and interest rate sensitivity of ~~the investment and loan portfolios, FHLB~~investments, loans, 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	September 30, 2023			December 31, 2022			(Dollars in thousands) Primary Liquidity – On-Balance Sheet	March 31, 2024		December 31, 2023
Cash and cash equivalents	Cash and cash equivalents	$	179,671		$	137,895
Total securities	Total securities	878,473			686,194
Less: pledged securities	Less: pledged securities	(135,025)			(487,372)
Total primary liquidity	Total primary liquidity	$	923,119		$	336,717
Ratio of primary liquidity to total deposits	Ratio of primary liquidity to total deposits	15.1		%	5.8		%	Ratio of primary liquidity to total deposits	18.7	%	16.7	%

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Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	September 30, 2023			December 31, 2022			Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	March 31, 2024		December 31, 2023
Net secured borrowing capacity with the FHLB	Net secured borrowing capacity with the FHLB	$	1,729,746		$	1,880,392
Net secured borrowing capacity with the Federal Reserve Bank	Net secured borrowing capacity with the Federal Reserve Bank	338,503			573,588
Unsecured borrowing capacity with correspondent lenders	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			20,000
Total secondary liquidity	Total secondary liquidity	$	2,331,249		$	2,716,980
Ratio of primary and secondary liquidity to total deposits	Ratio of primary and secondary liquidity to total deposits	53.3		%	52.4		%	Ratio of primary and secondary liquidity to total deposits	68.1	%	58.5	%

During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, BancPlus’ primary liquidity increased by ~~$586.4~~$170.7 million to ~~$923.1 million,~~$1.23 billion, compared to ~~$336.7 million~~$1.06 billion at December 31, ~~2022,~~2023, primarily due to an increase in cash and securities and a decrease in pledged securities. Secondary liquidity ~~decreased~~increased by ~~$385.7~~$600.2 million to ~~$2.33~~$3.25 billion as of ~~September 30, 2023~~March 31, 2024 from ~~$2.72~~$2.65 billion as of December 31, ~~2022.~~2023. This ~~decrease~~increase was primarily due to ~~a decrease~~an increase in BancPlus’ Federal Reserve ~~and FHLB~~ borrowing ~~capacities.~~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 ~~$5.72~~$5.85 billion and ~~$5.66~~$5.77 billion and represented ~~93.6%~~88.9% and ~~97.1%~~91.1% of total deposits as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. These core deposits are normally less volatile, often with customer relationships tied to other products, which promote long-standing relationships and stable funding sources. ~~Although BancPlus’ policy allows the use of brokered deposits, BankPlus did not utilize this funding source during the periods ended September 30, 2023 and December 31, 2022.~~

BancPlus’ liquidity policy includes both policy limits and policy guidelines for measuring and monitoring liquidity. BancPlus’ policy 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 reviewed monthly. Liquidity policy guidelines are reviewed quarterly. As of September 30, 2023, BancPlus was in compliance with all of its liquidity 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 pay dividends without the prior approval of the MDBCF. BankPlus received permission from the MDBCF to pay dividends of ~~$21.6~~$7.2 million ~~and $18.9 million~~to BancPlus for both of the year-to-date periods ended ~~September 30, 2023~~March 31, 2024 and ~~September 30, 2022, respectively to BancPlus.~~March 31, 2023. 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.

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

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capitalized.” An institution is deemed “well capitalized” if it satisfies certain capital ratios and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. As of ~~September 30, 2023,~~March 31, 2024, 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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, BancPlus and BankPlus met the minimum CBLR requirement and therefore satisfied the capital adequacy requirements 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.

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


		Actual				Minimum Requirement to be Well Capitalized
As of September 30, 2023:		Capital Amount		Ratio		Capital Amount		Ratio
	Actual													Actual			Minimum Requirement to be Well Capitalized
As of March 31, 2024:										As of March 31, 2024:	Capital Amount		Ratio		Capital Amount			Ratio
Consolidated:	Consolidated:

Community Bank Leverage Ratio	Community Bank Leverage Ratio	$	742,387	9.87	%	$	676,900	9.00	%

Community Bank Leverage Ratio

Community Bank Leverage Ratio											$	762,928	10.01	%	$	685,626		9.00	%

Bank:
Bank:
Bank:	Bank:

Community Bank Leverage Ratio	Community Bank Leverage Ratio	$	691,686	9.20	%	$	676,311	9.00	%

Community Bank Leverage Ratio

Community Bank Leverage Ratio											$	762,467	10.01	%	$	685,296		9.00	%


		Actual				Minimum Requirement to be Well Capitalized
As of December 31, 2022:		Capital Amount		Ratio		Capital Amount		Ratio
	Actual													Actual			Minimum Requirement to be Well Capitalized
As of December 31, 2023:										As of December 31, 2023:	Capital Amount		Ratio		Capital Amount			Ratio
Consolidated:	Consolidated:

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

Community Bank Leverage Ratio

Community Bank Leverage Ratio											$	756,155	10.02	%	$	679,472		9.00	%

Bank:
Bank:
Bank:	Bank:

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

Community Bank Leverage Ratio

Community Bank Leverage Ratio											$	755,482	10.01	%	$	679,129		9.00	%

Contractual Obligations

Contractual obligations as of ~~September 30, 2023~~March 31, 2024 totaled ~~$1.95~~$2.12 billion and were primarily comprised of deposits with maturities of ~~$1.20~~$1.66 billion, subordinated debentures of ~~$133.6~~$133.7 million and operating lease obligations of ~~$46.2~~$44.3 million. Contractual obligations due within the next twelve months were ~~$1.15~~$1.04 billion and were primarily related to time deposits with maturity dates and short-term FHLB advances due in 2023-2024. Contractual obligations due in more than 12 months were ~~$794.5 million~~$1.09 billion and were comprised of ~~$390.3~~$729.1 million of time deposits with maturity dates and ~~$133.6~~$133.7 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

See Note 1 Basis of Presentation in our Condensed Notes to Consolidated Financial Statements elsewhere in this Quarterly Report on Form 10-Q for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

Critical Accounting Policies and Estimates

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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, ~~2022,~~2023, previously filed with the SEC.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

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~~regularly seeks to measure and manage the potential impact of interest rate risk. Interest rate risk occurs

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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.~~risk in the current balance sheet. 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 over a 12-month horizon to BancPlus’ net interest income and EVE in hypothetical rising and declining interest rate scenarios calculated as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 are presented in the table ~~below (dollars in thousands).~~below. The projections for ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 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 September 30, 2023								As of December 31, 2022
		As of March 31, 2024																													As of March 31, 2024												As of December 31, 2023
(Dollars in thousands)	(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				(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)	Parallel Rate Shift (basis points)		$		%		$		%		$		%		$		%		Parallel Rate Shift (basis points)	$			%				$					%				$				%				$				%
300	300		$	(18,719)	(8.1)	%	$	(100,102)	(13.0)	%	$	(907)	(0.4)	%	$	(28,909)	(2.7)	%	300	$	(10,195)	(4.1)		(4.1)	%			$	(89,990)	(11.6)			(11.6)		%		$	(15,978)	(6.8)		(6.8)	%			$	(79,469)	(12.4)		(12.4)	%
200	200		$	(12,330)	(5.3)	%	$	(66,345)	(8.6)	%	$	(3,041)	(1.2)	%	$	(19,101)	(1.8)	%	200	$	(6,674)	(2.7)		(2.7)	%			$	(60,991)	(7.9)			(7.9)		%		$	(10,341)	(4.4)		(4.4)	%			$	(51,902)	(8.1)		(8.1)	%
100	100		$	(6,074)	(2.6)	%	$	(32,781)	(4.2)	%	$	(2,090)	(0.8)	%	$	(9,706)	(0.9)	%	100	$	(3,276)	(1.3)		(1.3)	%			$	(31,903)	(4.1)			(4.1)		%		$	(5,076)	(2.1)		(2.1)	%			$	(25,440)	(4.0)		(4.0)	%
Unchanged	Unchanged		$	—	—	%	$	—	—	%	$	—	—	%	$	—	—	%	Unchanged	$	—	—		—	%			$	—	—			—		%		$	—	—		—	%			$	—	—		—	%
-100	-100		$	6,146	2.7	%	$	29,204	3.8	%	$	430	0.2	%	$	13,299	1.2	%	-100	$	710	0.3		0.3	%			$	26,040	3.4			3.4		%		$	5,559	2.4		2.4	%			$	22,024	3.4		3.4	%
-200	-200		$	11,489	5.0	%	$	53,415	6.9	%	$	(394)	(0.2)	%	$	17,758	1.7	%	-200	$	(185)	(0.1)		(0.1)	%			$	45,190	5.9			5.9		%		$	10,292	4.4		4.4	%			$	38,680	6.0		6.0	%
-300	-300		$	15,978	6.9	%	$	75,242	9.7	%	$	(9,414)	(3.7)	%	$	6,027	0.6	%	-300	$	(1,491)	(0.6)		(0.6)	%			$	57,428	7.4			7.4		%		$	14,391	6.1		6.1	%			$	52,515	8.2		8.2	%

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 ~~8.1%~~4.1% decrease in net interest income in year one and an ~~13.0%~~11.6% decrease in EVE as of ~~September 30,~~

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~~2023.~~March 31, 2024. At December 31, ~~2022,~~2023, in the event of an immediate and sustained 300 basis point increase in interest, BancPlus would have experienced a ~~0.4%~~6.8% decrease in net interest income and a ~~2.7%~~12.4% decrease in EVE. In the event of an immediate 100 basis point decrease in interest rates, BancPlus would have experienced an increase of ~~2.7%~~0.3% in net interest income and a ~~3.8%~~3.4% increase in EVE as of ~~September 30, 2023,~~March 31, 2024, and a ~~0.2%~~2.4% increase in net interest income and a ~~1.2%~~3.4% increase in EVE as of December 31, ~~2022.~~2023.

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~~rates could reduce net interest income ~~further~~even more if BancPlus is required to ~~borrow at wholesale funding~~increase deposit rates ~~due~~faster than planned to ~~deposit runoff.~~maintain valumes. Results could also change depending on faster or slower prepays in loans or early withdrawals in deposits than those

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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~~reviews 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’ Principal Executive Officer and Principal Financial Officer, of the effectiveness of BancPlus’ disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Principal Executive Officer and the 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 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 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

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Item 1. Legal Proceedings

For information about our legal proceedings refer to Footnote 1312 to our Condensed Notes to Consolidated Financial Statements for the quarter ended ~~September 30, 2023~~March 31, 2024 contained in Part I, Item 1 of this Quarterly Report on Form 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.

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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, ~~2022,~~2023, 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

Securities Trading Plans Of Directors and Executive Officers

During the three months ended ~~September 30, 2023,~~March 31, 2024, 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)
3.1			Articles of Incorporation of BancPlus Corporation (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of the Registrant, filed on May 12, 2023)
3.2			By-laws of BancPlus Corporation (incorporated by reference to Exhibit 3.2 of the Annual Report on Form 10-K of the Registrant, filed on 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)
4.6			Form of Certificate for Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of the Registrant filed on June 23, 2022)
31.1+			Certification by Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.2+			Certification by Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
32.1++			Certification by 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++			Certification by 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+			Inline XBRL Interactive Data
104+			Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

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

+ Filed herewith.

++ Furnished herewith.

7057

Table of Contents

SIGNATURES

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

BancPlus Corporation


Date:	~~November 13, 2023~~May 9, 2024	By:	/s/ William A. Ray
			William A. Ray
			Vice Chairman, President and Chief Executive Officer
			(Principal Executive Officer)


Date:	~~November 13, 2023~~May 9, 2024	By:	/s/ Karlen Turbeville
			Karlen Turbeville
			Senior Executive Vice President and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

7158


							Unearned ESOP Compensation		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

July 1, 2022	250,000	$	250,000	11,627,071	$	11,627	$	—	$	122,132	$	331,239	$	(29,744)	$	(97,799)	$	587,455

Net income	—	—			—		—		—		19,143		—		—		19,143
Other comprehensive loss, net	—	—		—	—		—		—		—		(15,752)		—		(15,752)
Issuance of restricted stock	—	—		2,911	3		—		(3)		—		—		—		—
Purchase of Company stock	—	—		(28,846)	(29)		—		(1,824)		—		—		—		(1,853)
Stock based compensation	—	—		—	—		—		1,045		—		—		—		1,045
Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		4,447		4,447
Dividends paid ($0.41 per share)	—	—		—	—		—		—		(4,767)		—		—		(4,767)
September 30, 2022	250,000	$	250,000	11,601,136	$	11,601	$	—	$	121,350	$	345,615	$	(45,496)	$	(93,352)	$	589,718

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

Net income	—	—		—	—		—		—		44,947		—		—		44,947
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	—	—		—	—		—		—		—		(45,463)		—		(45,463)
Issuance of restricted stock	—	—		98,679	99		—		(99)		—		—		—		—
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	—	—		(10,438)	(11)		—		(701)		—		—		—		(712)
Purchase of Company stock	—	—		(47,782)	(48)		—		(3,055)		—		—		—		(3,103)
Stock based compensation	—	—		—	—		—		2,781		—		—		—		2,781
Net change fair value of ESOP shares	—	—		—	—		—		—		—		—		7,135		7,135
Common stock released by ESOP	—	—		—	—		1,401		—		—		—		—		1,401
Dividends paid ($1.23 per share)	—	—		—	—		—		—		(13,689)		—		—		(13,689)
September 30, 2022	250,000	$	250,000	11,601,136	$	11,601	$	—	$	121,350	$	345,615	$	(45,496)	$	(93,352)	$	589,718


	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


	Three Months Ended September 30, 2023
	Term Extension
	Amortized Cost		% of Total Loans
(In thousands)
Commercial and industrial	$	8,849	0.14	%
Total	$	8,849	0.14	%


	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


	Maturity as of September 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
(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:

Issued by states and political subdivisions	$	14,120	1.42	%	$	35,962	2.90	%	$	6,229	3.59	%	$	1,640	4.27	%




Total held to maturity	14,120		1.42	%	35,962		2.90	%	6,229		3.59	%	1,640		4.27	%

Available for sale:
U.S. Treasuries	171,821		5.09	%	9,104		2.89	%	—		—	%	—		—	%
U.S. Government agency obligations	102,223		0.51	%	301,636		1.80	%	46,235		2.34	%	2,119		6.89	%
Issued by states and political subdivisions	2,015		3.85	%	23,889		2.77	%	13,666		3.01	%	2,917		4.00	%
Mortgage-backed securities:
Residential	—		—	%	1,679		1.81	%	3,279		2.57	%	75,963		2.57	%
Commercial	—		—	%	8,961		1.52	%	2,540		1.58	%	307		2.49	%
Asset-backed securities	—		—	%	—		—	%	—		—	%	7,297		6.59	%
Corporate investments	—		—	%	1,362		6.18	%	42,748		4.27	%	761		4.50	%
Total available for sale	276,059		3.39	%	346,631		1.91	%	108,468		3.17	%	89,364		3.06	%

Total investment securities	$	290,179	3.29	%	$	382,593	2.00	%	$	114,697	3.20	%	$	91,004	3.09	%