UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-3683
TRUSTMARK CORPORATION
(Exact name of Registrant as specified in its charter)
MISSISSIPPI
64-0471500
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
248 East Capitol Street, Jackson, Mississippi
39201
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(601) 208-5111
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, no par value
TRMK
Nasdaq Global Select Market
(Title of Class)
(Trading Symbol)
(Name of Exchange on Which Registered)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
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 definition 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☑
Based on the closing sales price at June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares
of common stock held by nonaffiliates of the registrant was approximately $1.003 billion.
As of January 31, 2025, there were issued and outstanding 60,765,271 shares of the registrant’s Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Trustmark’s 2025 Annual Meeting of Shareholders to be held April 22, 2025 are incorporated by reference into Part III of the Form 10-K
report.
2
TRUSTMARK CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
PAGE
Item 1.
Business
3
Item 1A.
Risk Factors
17
Item 1B.
Unresolved Staff Comments
28
Item 1C.
Cybersecurity
28
Item 2.
Properties
29
Item 3.
Legal Proceedings
29
Item 4.
Mine Safety Disclosures
30
PART II
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
30
Item 6.
Selected Financial Data
31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
68
Item 8.
Financial Statements and Supplementary Data
70
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
147
Item 9A.
Controls and Procedures
147
Item 9B.
Other Information
147
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
147
PART III
Item 10.
Directors, Executive Officers of the Registrant and Corporate Governance
148
Item 11.
Executive Compensation
148
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
148
Item 13.
Certain Relationships and Related Transactions, and Director Independence
148
Item 14.
Principal Accounting Fees and Services
148
PART IV
Item 15.
Exhibits, Financial Statement Schedules
148
Item 16.
Summary
149
SIGNATURES
153
3
Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “predict,” “project,” “potential,” “seek,” “continue,” “could,” “would,” “future” or the negative of those terms or other words of similar
meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking”
information. These forward-looking statements include, but are not limited to, statements relating to anticipated future operating and financial performance
measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things, and encompass any
estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions
underlying these forward-looking statements. You should be aware that the occurrence of the events described under the caption Item 1A. Risk Factors in this
report could have an adverse effect on our business, results of operations and financial condition. Should one or more of these risks materialize, or should any
such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected.
Risks that could cause actual results to differ materially from current expectations of Management include, but are not limited to, actions by the Board of
Governors of the Federal Reserve System (FRB) that impact the level of market interest rates, local, state, national and international economic and market
conditions, conditions in the housing and real estate markets in the regions in which Trustmark operates and the extent and duration of the current volatility in
the credit and financial markets, changes in the level of nonperforming assets and charge-offs, an increase in unemployment levels and slowdowns in economic
growth, changes in our ability to measure the fair value of assets in our portfolio, changes in the level and/or volatility of market interest rates, the impacts
related to or resulting from bank failures and other economic and industry volatility, including potential increased regulatory requirements, the demand for the
products and services we offer, potential unexpected adverse outcomes in pending litigation matters, our ability to attract and retain noninterest-bearing deposits
and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and
acquisitions, economic conditions, changes in accounting standards and practices, including changes in the interpretation of existing standards, that affect our
consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or
condition of our borrowers, greater than expected costs or difficulties related to the integration of acquisitions or new products and lines of business, cyber-
attacks and other breaches which could affect our information system security, natural disasters, environmental disasters, pandemics or other health crises, acts
of war or terrorism, potential market or regulatory effects of the new presidential administration’s policies and other risks described in our filings with the
Securities and Exchange Commission (SEC).
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will
prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the result of new information,
future events or developments or otherwise.
PART I
ITEM 1. BUSINESS
The Corporation
Description of Business
Trustmark Corporation (Trustmark), a Mississippi business corporation incorporated in 1968, is a bank holding company headquartered in Jackson, Mississippi.
Trustmark’s principal subsidiary is Trustmark National Bank (TNB), initially chartered by the State of Mississippi in 1889. At December 31, 2024, TNB had
total assets of $18.150 billion, which represented approximately 99.99% of the consolidated assets of Trustmark.
Through TNB and its subsidiaries, Trustmark operates as a financial services organization providing banking and other financial solutions through offices and
2,500 full-time equivalent associates (measured at December 31, 2024) located in the states of Alabama, Florida (primarily in the northwest or “Panhandle”
region of that state, which is referred to herein as Trustmark’s Florida market), Georgia (primarily in Atlanta, which is referred to herein as Trustmark's Georgia
market), Mississippi, Tennessee (in the Memphis and Northern Mississippi regions, which are collectively referred to herein as Trustmark’s Tennessee market),
and Texas (primarily in Houston, which is referred to herein as Trustmark’s Texas market). Trustmark’s operations are managed along two operating segments:
General Banking Segment and Wealth Management Segment. The principal products produced and services rendered by TNB and Trustmark’s other
subsidiaries are as follows:
4
Trustmark National Bank
Commercial Banking – TNB provides a full range of commercial banking services to corporations and other business customers. Loans are
provided for a variety of general corporate purposes, including financing for commercial and industrial projects, income producing commercial
real estate, owner-occupied real estate and construction and land development. TNB also provides deposit services, including checking, savings
and money market accounts and certificates of deposit as well as treasury management services.
Consumer Banking – TNB provides banking services to consumers, including checking, savings, and money market accounts as well as
certificates of deposit and individual retirement accounts. In addition, TNB provides consumer customers with installment and real estate loans
and lines of credit.
Mortgage Banking – TNB provides mortgage banking services, including construction financing, production of conventional and government
insured mortgages, secondary marketing and mortgage servicing.
Wealth Management – TNB offers specialized fiduciary services and expertise in the areas of wealth management, trust, investment, brokerage,
qualified and non-qualified retirement plan services and custodial services for corporate and individual customers. These services include the
administration of personal trusts and estates as well as the management of investment and individual retirement accounts for individuals,
employee benefit plans and charitable foundations. TNB also provides institutional custody for large governmental entities and foundations,
financial and estate planning and retirement plan services.
New Market Tax Credits (NMTC) – TNB provides an intermediary vehicle for the provision of loans or investments in Low-Income
Communities (LICs) through its subsidiary Southern Community Capital, LLC (SCC). SCC is a Mississippi single member limited liability
company, a certified Community Development Entity (CDE) and a wholly-owned subsidiary of TNB. The primary mission of SCC is to provide
investment capital for LICs, as defined by Section 45D of the Internal Revenue Code, or for Low-Income Persons (LIPs). As a certified CDE,
SCC is able to apply to the Community Development Financial Institutions Fund (CDFI Fund) to receive NMTC allocations to offer investors in
exchange for equity investments in qualified projects.
Capital Trust
Trustmark Preferred Capital Trust I (the Trust) is a Delaware trust affiliate and a wholly-owned subsidiary of Trustmark formed in 2006 to
facilitate a private placement of $60.0 million in trust preferred securities. As defined in applicable accounting standards, the Trust is considered
a variable interest entity for which Trustmark is not the primary beneficiary. Accordingly, the accounts of the Trust are not included in
Trustmark’s consolidated financial statements.
Strategy
Trustmark seeks to be a premier diversified financial services company in its markets, providing a broad range of banking and wealth management solutions to
its customers. Trustmark’s products and services are designed to strengthen and expand customer relationships and enhance the organization’s competitive
advantages in its markets as well as to provide cross-selling opportunities that will enable Trustmark to continue to diversify its revenue and earnings streams.
5
The following table sets forth summary data regarding Trustmark’s securities, loans, assets, deposits, equity and revenue over the past three years ($ in
thousands):
December 31,
2024
2023
2022
Securities
$
3,027,919
$
3,189,157
$
3,518,596
Total securities growth (decline)
$
(161,238 ) $
(329,439 ) $
(62,818 )
Total securities growth (decline)
-5.1 %
-9.4 %
-1.8 %
Loans held for investment (LHFI)
$
13,089,942
$
12,950,524
$
12,204,039
Total loans growth (decline)
$
139,418 $
746,485 $
1,956,210
Total loans growth (decline)
1.1 %
6.1 %
19.1 %
Assets
$
18,152,422
$
18,722,189
$
18,015,478
Total assets growth (decline)
$
(569,767 ) $
706,711 $
419,842
Total assets growth (decline)
-3.0 %
3.9 %
2.4 %
Deposits
$
15,108,175
$
15,569,763
$
14,437,648
Total deposits growth (decline)
$
(461,588 ) $
1,132,115 $
(649,512 )
Total deposits growth (decline)
-3.0 %
7.8 %
-4.3 %
Equity
$
1,962,327 $
1,661,847 $
1,492,268
Total equity growth (decline)
$
300,480 $
169,579 $
(249,043 )
Total equity growth (decline)
18.1 %
11.4 %
-14.3 %
Years Ended December 31,
Revenue *
$
561,002 $
701,311 $
646,130
Total revenue growth (decline)
$
(140,309 ) $
55,181 $
54,485
Total revenue growth (decline)
-20.0 %
8.5 %
9.2 %
* Consistent with Trustmark’s audited financial statements, revenue is defined as net interest income plus noninterest income (loss).
For additional information regarding the general development of Trustmark’s business, see Part II. Item 6. – Selected Financial Data and Item 7. –
Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.
Overview of Lending Business
Trustmark categorizes loans on its balance sheet into two categories. These categories are described in more detail in Note 1 – Significant Accounting Policies
included in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
•
Loans Held for Investment (LHFI) – Loans originally underwritten by Trustmark that do not constitute loans held for sale or acquired loans.
•
Loans Held for Sale (LHFS) – Mortgage loans purchased from wholesale customers or originated in Trustmark’s General Banking Segment, other
than mortgage loans that are retained in the LHFI portfolio based on banking relationships or certain investment strategies.
Trustmark reports LHFI by its six geographic market regions based on the location of the loan origination with the exception of loans secured by 1-4 family
residential properties (representing traditional mortgages) and credit cards. Loans secured by 1-4 family residential properties and credit cards are reported in
the Mississippi market region because they are centrally analyzed and approved as part of a specific line of business located at Trustmark’s headquarters in
Jackson, Mississippi. The related construction project, property or collateral may be located outside of Trustmark's six geographic market regions but are
primarily within its defined trade area. Equipment finance loans and leases are primarily reported in the Georgia market region because they are centrally
analyzed and approved as part of the Equipment Finance line of business which is a nationwide line of business located in Atlanta, Georgia.
The following discussion briefly summarizes Trustmark’s lending business by focusing on LHFI and LHFS and includes a discussion of the risks inherent in
these loans, Trustmark’s underwriting policies for its loans and the characteristics of the real estate loan component of these loans.
As a general matter, extending credit to businesses and consumers exposes Trustmark to credit risk, which is the risk that the principal balance and any related
interest may not be collected according to the original terms due to the inability or unwillingness of the borrower
6
to repay the loan. Trustmark mitigates credit risk through a set of internal controls, which includes adherence to conservative lending practices and underwriting
guidelines, collateral monitoring, and oversight of its borrower’s financial performance and collateral. The risks inherent in specific subsets of lending are
discussed below.
LHFI Secured by Construction, Land Development, and Other Land – Construction and land development loans include loans for both commercial and
residential properties to builders/developers, other commercial borrowers and consumers. This category also includes loans secured by vacant land, except land
known to be used or usable for agricultural purposes, such as crop and livestock production. Repayment is normally derived from the sale of the underlying
property or from permanent financing, which refinances Trustmark’s initial loan. Trustmark’s engagement in this type of lending is generally extended to those
builders and developers exhibiting the highest credit quality with significant equity invested in the projects which are primarily located within Trustmark’s
defined trade area. The underwriting process for these loans includes analysis of the financial position and strength of both the borrower and guarantor,
experience with similar projects in the past, market demand and prospects for successful completion of the proposed project within the established budget and
schedule, values of underlying collateral and availability of permanent financing. Risk within this portfolio is mitigated through adherence to policies and
lending limits, periodic target credit reviews of the different segments of this portfolio, inspection of projects throughout the life of the loan and routine
monitoring of financial information and collateral values as they are updated.
Inherent in real estate construction lending is the risk that the full value of the collateral does not exist at the time the loan is granted. Construction lending also
inherently includes the risk associated with a borrower’s ability to successfully complete a proposed project on time and within budget. Further, adverse
changes in the market occurring between the start of construction and completion of the projects can result in slower sales or rental rates and lower sales prices
than originally anticipated which could impact the underlying real estate collateral values and timely and full repayment of these loans. Rising interest rates can
adversely affect the cost of construction and the financial viability of real estate projects. Higher interest rates may also result in higher capitalization rates,
thereby reducing a property’s value. As a result of this risk profile, LHFI secured by construction, land development and other land are considered to be higher
risks than other real estate loans.
LHFI and LHFS Secured by Residential Properties – Residential real estate loans consist of first and junior liens on residential properties that are primarily
extended in the defined trade area in which Trustmark operates as well as mortgage products, originated and purchased, that are underwritten to secondary
market standards. Credit underwriting standards include evaluation of the borrower’s credit history and repayment capacity, including verification of income
and valuation of collateral. Portfolio performance is continuously evaluated through monitoring of repayment performance.
Credit performance of consumer residential real estate loans is highly dependent on housing values and household income which, in turn are highly dependent
on national, regional and local economic factors. Rising interest rates, rising unemployment rates and other adverse changes in these economies may have a
negative effect on the ability of Trustmark’s borrowers to repay these loans and negatively affect value of the underlying residential real estate collateral.
LHFI Secured by Nonfarm, Nonresidential Properties (NFNR LHFI) – Trustmark provides financing for both owner-occupied commercial real estate as well as
income-producing commercial real estate. Trustmark seeks to maintain a balance of owner-occupied and income-producing real estate loans that moderates its
risk to the specific risks of each type of loan. Commercial real estate term loans are typically collateralized by liens on real property. Both types of commercial
real estate loans are underwritten to lending policies that include maximum loan-to-value ratios, minimum equity requirements, acceptable amortization periods
and minimum debt service coverage requirements, based on property type. Income-producing commercial real estate loans also generally require substantial
equity and are subject to exposure limits for a single project. All exceptions to established guidelines are subject to stringent internal review and require specific
approval. As with commercial loans, the borrower’s financial strength and capacity to repay their obligations remain the primary focus of underwriting.
Financial strength is evaluated based upon analytical tools that consider historical and projected cash flows and performance in addition to analysis of the
proposed project for income-producing properties. Additional support offered by guarantors is also considered.
Risk for owner-occupied commercial real estate is driven by the creditworthiness of the underlying borrowers, particularly cash flow from the borrowers’
business operations as well as the risk of a shortfall in collateral. Credit performance of loans secured by commercial income-producing real estate can be
negatively affected by national, regional and local economic conditions, which may result in deteriorating tenant credit profiles, tenant losses, reduced
rental/lease rates and higher than anticipated vacancy rates, all contributing to declines in value or liquidity of the underlying real estate collateral. Other
factors, such as increasing interest rates, may result in higher capitalization rates, thereby reducing a property’s value.
Commercial and Industrial LHFI – Commercial loans (other than commercial loans related to real estate assets, which are summarized above) are made to many
types of businesses for various purposes, such as short-term working capital loans that are usually secured by accounts receivable and inventory, equipment and
fixed asset purchases that are secured by those assets and term financing for those
7
within Trustmark’s defined trade area. Trustmark’s credit underwriting process for commercial loans includes analysis of historical and projected cash flows
and performance, evaluation of financial strength of both borrowers and guarantors as reflected in current and detailed financial information and evaluation of
underlying collateral to support the credit. Credit risk within the commercial loan portfolio is managed through adherence to specific commercial lending
policies and internally established lending authorities, diversification within the portfolio and monitoring of the portfolio on a continuing basis.
Credit risk in commercial and industrial loans can arise due to fluctuations in borrowers’ financial condition, deterioration in collateral values and changes in
market conditions. The credit risk inherent in these loans depends on, to a significant degree, the general economic conditions of these areas. Further, credit
risk can increase if Trustmark’s loans are concentrated to borrowers engaged in the same or similar activities, or to groups of borrowers who may be uniquely or
disproportionately affected by market or economic conditions.
Consumer LHFI – Consumer credit includes loans to individuals for household and personal items, automobile purchases, unsecured loans, personal lines of
credit and credit cards. All consumer loans are subject to a standardized underwriting process through Trustmark’s consumer loan center, with emphasis placed
upon the borrower’s credit evaluation and historical performance, income evaluation and valuation of collateral (where applicable).
Similar to residential real estate loan portfolios, an inherent risk factor in consumer loans is that they are dependent on national, regional and local economic
factors that affect employment in the markets where these loans are originated. Generally, consumer loan portfolios consist of a large number of relatively
small-balance loans, some of which are originated as unsecured credit (credit cards and some personal lines of credit), and as such, do not have collateral as a
secondary source of repayment. Consumer loans generally pose heightened risks of collectability and loss when compared to other loan types.
Other Commercial LHFI – Other loans include loans to non-depository financial institutions, such as mortgage companies, finance companies and other
financial intermediaries, loans to state and political subdivisions, and loans to non-profit and charitable organizations. These loans are underwritten based on the
specific nature or purpose of the loan and underlying collateral with special consideration given to the specific source of repayment for the loan. Other
commercial LHFI also include leases of machinery and equipment to commercial customers. These leases are underwritten based on the specific nature or
purpose of the lease and underlying collateral with special consideration given to the specific source of repayment for the lease.
Similar to commercial and industrial loans, inherent risk in other commercial loans and leases can arise due to fluctuations in borrowers’ or lessee's financial
condition, deterioration in collateral values and changes in market and economic conditions. Loans to state and political subdivisions have the added inherent
risk of being somewhat dependent on the ability and capacity of those entities to generate tax and other revenue to repay the loans. Loans to non-profit and
charitable organizations are dependent on those organizations’ ability to generate revenue through their fundraising efforts and other forms of financial support,
which can be susceptible to economic downturns.
Recent Economic and Industry Developments
Economic activity improved moderately during 2024; however, economic concerns remain as a result of the cumulative weight of uncertainty regarding the
potential economic impact of geopolitical developments, such as the conflicts in Ukraine and the Middle East, inflation, other economic and industry volatility,
the current United States presidential administration's policies, higher energy prices and broader price pressures. Doubts surrounding the near-term direction of
global markets and the potential impact on the United States economy are expected to persist for the near term. While Trustmark's customer base is wholly
domestic, international economic conditions affect domestic economic conditions, and thus may have an impact upon Trustmark's financial condition or results
of operations.
Market interest rates remained elevated during most of 2024. The FRB maintained the target federal funds rate at a range of 5.25% to 5.50% from July 2023
through September 2024. In September 2024, the FRB began lowering the target federal funds rate making multiple decreases during the fourth quarter of 2024
to a range of 4.25% to 4.50% as of December 2024, based on its confidence that inflation was moving substantially toward 2.00% and that the risks to achieving
the FRB's employment and inflation goals were roughly balanced. At the most recent meeting of the FRB's Federal Open Market Committee (in January 2025),
the FRB determined to leave the target federal funds rate unchanged. In addition, the FRB maintained the rate it paid on reserves at 5.40% from July 2023
through September 2024. In September 2024, the FRB made the first of multiple declines in the rate it pays on reserves, lowering the rate to 4.40% as of
December 2024. Prior period rate increases increased the competitive pressures on the deposit cost of funds. While rate cuts potentially reduce those
competitive pressures, they increase pressure on Trustmark's net interest margin, a key component to its financial results. It is not possible to predict the
direction, pace or magnitude of further changes, if any, in interest rates, or the impact any such rate changes will have on Trustmark's results of operations.
8
In the January 2025 “Summary of Commentary on Current Economic Conditions by Federal Reserve District,” the twelve Federal Reserve Districts’ reports
suggested that during the reporting period (covering the period from November 22, 2024 through January 6, 2025) economic activity increased slightly to
moderately. Reports by the twelve Federal Reserve Districts (Districts) noted the following during the reporting period:
•
Consumer spending increased moderately, with most Districts reporting strong holiday sales that exceeded expectations. Vehicle sales grew
modestly. Construction activity decreased overall, with several Districts indicating that high costs for materials and financing were weighing on
growth. Manufacturing decreased slightly on net, with a number of Districts noting manufacturers were stockpiling inventories in anticipation of
higher tariffs. Residential real estate activity was unchanged on balance, as high mortgage rates continued to hold back demand. Commercial real
estate sales edged up. Nonfinancial services sector grew slightly overall, with Districts highlighting growth in leisure and hospitality and
transportation. Truck freight volumes were down.
•
Financial service providers reported modest growth in lending and little change in asset quality overall; however, lenders and community
organizations voiced concerns about delinquencies among small businesses and lower-income households. Nonprofit social service agencies faced
high demand amidst uncertainty about future funding levels. Agricultural conditions remained weak overall, with generally lower farm incomes and
weather-related struggles in some areas.
•
More contacts were optimistic about the outlook for 2025 than were pessimistic about it, though contacts in several Districts expressed concerns that
changes in immigration and tariff policy could negatively affect the economy.
•
Employment ticked up on balance, with half of the Districts reporting a slight increase and half reporting no change. Contacts in several service
industries, notably healthcare, continued to see job growth. Construction employment increased slightly, while manufacturing employment was flat.
Contacts across multiple sectors noted difficulty finding skilled workers. Contacts in some Districts expressed greater uncertainty about their future
staffing needs. Wage growth picked up to a moderate pace in most Districts, though there were some reports that wage pressures had eased.
•
Prices increased modestly overall, with growth rates ranging from flat to moderate. Most Districts reported modest increases in selling prices, though
there were instances of flat or decreasing prices as well, particularly in the retail and manufacturing sectors. Input costs also rose, with contacts
highlighting higher insurance prices; however, there were several mentions of flat or lower input costs, particularly for fuel. Contacts expect prices to
continue to rise in 2025, with some noting the potential for higher tariffs to contribute to price increases.
Reports by the Federal Reserve’s Sixth District, Atlanta (which includes Trustmark’s Alabama, Florida, Georgia and Mississippi market regions), Eighth
District, St. Louis (which includes Trustmark’s Tennessee market region), and Eleventh District, Dallas (which includes Trustmark’s Texas market region),
noted similar findings for the reporting period as those discussed above. The Federal Reserve’s Sixth District also noted moderate loan growth, driven by
increases in multi-family loans and first-lien mortgages, construction, land development loans and auto loans contracted modestly and all other major loan
categories increased moderately. The Federal Reserve’s Sixth District reported that asset quality remained stable with low levels of nonperforming loans as a
percentage of total loans and both deposit balances and borrowings by banks increased, as loan-to-deposit ratios fell amid rising loan growth. The Federal
Reserve’s Eighth District also reported that loan growth slowed at a modest pace during the reporting period, but banking conditions and lending activity
remained healthy. The Federal Reserve’s Eighth District also noted that contacts continued to express inflationary concerns related to potential import tariffs or
supply chain disruptions from a dockworker strike. The Federal Reserve’s Eighth District also reported that banking conditions were generally unchanged,
overall cost of funding had risen due to increased competition for deposits and the volume of past due loans had stabilized after increasing modestly over the
past year. The Federal Reserve’s Eleventh District also reported loan volumes accelerated sharply in December 2024, while credit tightening continued and loan
pricing declined, loan nonperformance rose but at a slower pace and bankers reported a sizeable pickup in general business activity for the first time in over two
years. The Federal Reserve’s Eleventh District noted that bankers' outlooks turned even more optimistic, as they expect rapid improvement in loan demand and
business activity and just a mild deterioration in loan performance six months from now.
For additional discussion of the impact of the current economic environment on the financial condition and results of operations of Trustmark and its
subsidiaries, see Part II. Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.
Competition
There is significant competition within the banking and financial services industry in the markets in which Trustmark operates. Changes in regulation,
technology and product delivery systems have resulted in an increasingly competitive environment. Trustmark expects to
9
continue to face increasing competition from online and traditional financial institutions seeking to attract customers by providing access to similar services and
products.
Trustmark and its subsidiaries compete with national and state-chartered banking institutions of comparable or larger size and resources and with smaller
community banking organizations. Trustmark has numerous local, regional and national nonbank competitors, including savings and loan associations, credit
unions, mortgage companies, finance companies, financial service operations of major retailers, investment brokerage and financial advisory firms and mutual
fund companies. Because nonbank financial institutions are not subject to the same regulatory restrictions as banks and bank holding companies, they can often
operate with greater flexibility and lower cost structures. Currently, Trustmark does not face meaningful competition from international banks in its markets,
although that could change in the future.
At June 30, 2024, Trustmark’s deposit market share ranked within the top three positions in 55.0% of the 56 counties served and within the top five positions in
68.0% of the counties served. The following table presents Federal Deposit Insurance Corporation (FDIC) deposit data regarding TNB’s deposit market share
by state as of June 30, 2024. The FDIC deposit market share data presented below does not align with Trustmark’s reported geographic market regions, which
in some instances cross state lines, and Trustmark’s geographic coverage within certain states presented below is not statewide (see the section captioned
“Description of Business” above).
State
Deposit Market Share
Alabama
1.91 %
Florida
0.17 %
Mississippi
13.05 %
Tennessee
0.32 %
Texas
0.04 %
Services provided by the Wealth Management Segment face competition from many national, regional and local financial institutions. Companies that offer
broad services similar to those provided by Trustmark, such as other banks, trust companies and full-service brokerage firms, as well as companies that
specialize in particular services offered by Trustmark, such as investment advisors and mutual fund providers, all compete with Trustmark’s Wealth
Management Segment.
Trustmark’s ability to compete effectively is a result of providing customers with desired products and services in a convenient and cost-effective manner.
Customers for commercial, consumer and mortgage banking as well as wealth management services are influenced by convenience, quality of service, personal
contacts, availability of products and services and competitive pricing. Trustmark continually reviews its products, locations, alternative delivery channels, and
pricing strategies to maintain and enhance its competitive position. While Trustmark’s position varies by market, Management believes it can compete
effectively as a result of the quality of Trustmark’s products and services, local market knowledge and awareness of customer needs.
Supervision and Regulation
The following discussion sets forth material elements of the regulatory framework applicable to bank holding companies and their subsidiaries and provides
specific information relevant to Trustmark. The discussion is a summary of detailed statutes, regulations and policies. The descriptions are not intended to be
complete summaries of the statutes, regulations and policies referenced therein. Such statutes, regulations and policies are continually under the review of the
United States Congress and state legislatures as well as federal and state regulatory agencies. A change in statutes, regulations or policies could have a material
impact on the business of Trustmark and its subsidiaries.
Regulation of Trustmark
Trustmark is a registered bank holding company under the Bank Holding Company Act of 1956 (BHC Act). Trustmark and its nonbank subsidiaries are
therefore subject to the supervision, examination, enforcement and reporting requirements of the BHC Act, the Federal Deposit Insurance Act (FDI Act), the
regulations of the FRB and certain of the requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), as
amended by the Economic Growth, Regulatory Relief and Consumer Protection Act (EGRRCPA).
Federal Oversight Over Mergers and Acquisitions, Investments and Branching
The BHC Act requires every bank holding company to obtain the prior approval of the FRB before: (i) it may acquire direct or indirect ownership or control of
any voting shares of any bank if, after such acquisition, the bank holding company will directly or indirectly own or control 5.0% or more of the voting shares of
the bank; (ii) it or any of its subsidiaries, other than a bank, may acquire all or
10
substantially all of the assets of any bank; or (iii) it may merge or consolidate with any other bank holding company. The BHC Act further requires the FRB to
consider the competitive impact of the transaction, the financial and managerial resources and future prospects of the bank holding companies and banks
concerned and the convenience and needs of the community to be served, including the applicant’s record of performance under the Community Reinvestment
Act (CRA). The FRB is also required to take into account in evaluating such a transaction the effectiveness of the parties in combating money laundering
activities. Provisions of the FDI Act known as the Bank Merger Act impose similar approval standards for an insured depository institution to merge with
another insured depository institution.
In September 2024, the Office of the Comptroller of the Currency (OCC) finalized a new Policy Statement Regarding Statutory Factors Under the Bank Merger
Act (Policy Statement), which outlines factors that the OCC will consider when evaluating a proposed bank merger transaction, including factors related to
financial stability, the financial and managerial resources and future prospects of the existing and proposed institutions, and the convenience and needs of the
community. The Policy Statement also lists thirteen indicators that will be present in merger applications that are more likely to be approved expeditiously,
including that the acquirer’s CRA rating is “Outstanding” or “Satisfactory,” the acquirer has no open or pending fair lending actions, the acquirer has no open
formal or informal enforcement actions, and the target’s total assets are less than 50 percent of the acquirer’s total assets. The Policy Statement also lists
examples of indicators that raise supervisory or regulatory concerns and thus make the OCC less likely to approve a merger transaction, including that the
acquirer has a CRA rating of “Needs to Improve” or “Substantial Noncompliance,” or the acquirer has open or pending fair lending or consumer compliance
actions. It remains uncertain how the OCC will apply the Policy Statement to particular transactions, and the Policy Statement may make it more difficult
and/or costly for Trustmark to obtain regulatory approval for an acquisition or otherwise result in more onerous conditions in approval orders than the OCC has
previously imposed.
Also in September 2024, the U.S. Department of Justice (DOJ) withdrew from its 1995 Bank Merger Guidelines and announced that it will instead evaluate the
competitive impact of bank mergers using its 2023 Merger Guidelines that apply across all industries. Compared to the 1995 Bank Merger Guidelines, the 2023
Merger Guidelines set forth more stringent concentration limits and add several largely qualitative bases on which the DOJ may challenge a merger. This change
in the DOJ’s bank merger antitrust policy creates uncertainty regarding the types of transactions that the DOJ may challenge as anticompetitive.
The BHC Act, as amended by the interstate banking provisions of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (Riegle-Neal Act),
permits a bank holding company, such as Trustmark, to acquire a bank located in any other state, regardless of state law to the contrary, subject to certain
deposit-percentage, aging requirements, and other restrictions, if the company is well-capitalized. The Riegle-Neal Act also generally permits national and
state-chartered banks to branch interstate through acquisitions of banks in other states, if the resulting institution would be well-capitalized and well-managed.
In addition, the OCC has the authority to approve applications by national banks to establish de novo branches, including, under the Riegle-Neal Act, in states
other than the bank’s home state if the law of the state in which the branch is located, or is to be located, would permit establishment of the branch if the bank
were a state bank chartered by such state.
The BHC Act also generally requires FRB approval for a bank holding company’s acquisition of a company that is not an insured depository institution. Bank
holding companies generally may engage, directly or indirectly, only in banking and such other activities as are determined by the FRB to be closely related to
banking. Additionally, a provision of the BHC Act known as the Volcker Rule places limits on the ability of Trustmark and TNB to acquire or retain ownership
interests in, or act as sponsor to, certain investment funds, including hedge funds and private equity funds, or to engage in proprietary trading (i.e., engaging as
principal in any purchase or sale of one or more financial instruments for a trading account).
Certain acquisitions of Trustmark’s voting stock may be subject to regulatory approval or notice under federal law. Under the Change in Bank Control Act and
BHC Act, a person or company that directly or indirectly acquires control of a bank holding company or bank must obtain the non-objection or approval of the
institution’s appropriate federal banking agency in advance of the acquisition. For a publicly-traded bank holding company such as Trustmark, control for
purposes of the Change in Bank Control Act is presumed to exist if the acquirer will have 10% or more of any class of the company’s voting securities.
Source of Strength
Under the FDI Act, Trustmark is expected to act as a source of financial and managerial strength to TNB. Under this policy, a bank holding company is
expected to commit resources to support its bank subsidiary, including at times when the holding company may not be inclined or in a financial position to
provide it.
11
Capital Adequacy
Bank holding companies and banks are subject to various regulatory capital requirements administered by state and federal bank regulatory agencies. Capital
adequacy regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors. The FRB and the
OCC, the primary regulators of Trustmark and TNB, respectively, have established substantially similar minimum risk-based capital ratio and leverage ratio
requirements for bank holding companies and banks.
Under capital requirements applicable to Trustmark and TNB, Trustmark and TNB are required to meet a common equity Tier 1 capital to risk-weighted assets
ratio of at least 7.0% (a minimum of 4.5% plus a capital conservation buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of at least 8.5% (a minimum
of 6.0% plus a capital conservation buffer of 2.5%), a total capital to risk-weighted assets ratio of at least 10.5% (a minimum of 8.0% plus a capital conservation
buffer of 2.5%), and a leverage ratio of Tier 1 capital to total consolidated assets of at least 4.0%.
For purposes of calculating the denominator of the risk-based capital ratios, a banking institution’s assets and some of its specified off-balance sheet
commitments and obligations are assigned to various risk categories. For purposes of calculating the numerator of the capital ratios, capital, at both the holding
company and bank level, is classified in one of three tiers depending on the “quality” and loss-absorbing features of the capital instrument. Common equity Tier
1 capital is predominantly comprised of common stock instruments (including related surplus) and retained earnings, net of treasury stock, and after making
necessary capital deductions and adjustments. Tier 1 capital is comprised of common equity Tier 1 capital and additional Tier 1 capital, which includes non-
cumulative perpetual preferred stock and similar instruments meeting specified eligibility criteria (including related surplus). Newly issued trust preferred
securities and cumulative perpetual preferred stock may not be included in Tier 1 capital. Smaller depository institution holding companies (those with assets of
less than $15 billion as of year-end 2009, including Trustmark) and most mutual holding companies are generally allowed to continue to count as Tier 1 capital
most outstanding trust preferred securities and other non-qualifying securities that were issued prior to May 19, 2010 (up to a limit of 25% of Tier 1 capital,
excluding non-qualifying capital instruments) rather than phasing such securities out of regulatory capital. However, a smaller depository institution holding
company that has $15 billion or more in assets following an acquisition of another depository institution holding company generally is no longer allowed to
count outstanding non-qualifying capital instruments toward its Tier 1 capital. Trustmark currently has outstanding trust preferred securities that are permitted
to continue to count as Tier 1 capital up to the regulatory limit. Total capital is comprised of Tier 1 capital and Tier 2 capital, which includes certain
subordinated debt with a minimum original maturity of five years (including related surplus) and a limited amount of allowance for loan losses. Newly issued
trust preferred securities and cumulative perpetual preferred stock generally may be included in Tier 2 capital, provided they do not include features that are
disallowed by the capital rules, such as the acceleration of principal other than in the event of a bankruptcy, insolvency, or receivership of the issuer.
Failure to meet minimum capital requirements could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the
termination of deposit insurance by the FDIC and certain other restrictions on its business. An institution’s failure to exceed the capital conservation buffer with
common equity Tier 1 capital would result in limitations on an institution’s ability to make capital distributions and discretionary bonus payments.
In addition, the FDI Act’s “prompt corrective action” framework identifies five capital categories for insured depository institutions: well-capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. For an insured depository institution to be “well-
capitalized,” it must have a common equity Tier 1 capital ratio of at least 6.5%, a Tier 1 capital ratio of at least 8.0%, a total capital ratio of at least 10.0% and a
leverage ratio of at least 5.0%, and must not be subject to any written agreement, order or capital directive or prompt corrective action directive issued by its
primary federal regulator to meet and maintain a specific capital level for any capital measure. An insured depository institution is subject to differential
regulation corresponding to the capital category within which the institution falls. For example, an insured depository institution is generally prohibited from
making capital distributions, including paying dividends, or paying management fees to a holding company, if the institution would thereafter be
undercapitalized.
At December 31, 2024, Trustmark exceeded its minimum capital requirements with common equity Tier 1 capital, Tier 1 capital and total capital equal to
11.54%, 11.94% and 13.97% of its total risk-weighted assets, respectively. At December 31, 2024, TNB also exceeded these requirements with common equity
Tier 1 capital, Tier 1 capital and total capital equal to 12.20%, 12.20% and 13.41% of its total risk-weighted assets, respectively. At December 31, 2024, the
leverage ratios for Trustmark and TNB were 9.99% and 10.21%, respectively. At December 31, 2024, TNB was well-capitalized based on the ratios and
guidelines described above.
In December 2018, the federal banking agencies issued a final rule that allows institutions to elect to phase in the regulatory capital effects of the Current
Expected Credit Losses (CECL) accounting standard over three years. In addition, as a result of the Coronavirus Aid, Relief, and Economic Security Act (the
CARES Act) enacted on March 27, 2020 in response to the COVID-19 pandemic, the
12
federal bank regulatory agencies issued rules that allow banking organizations that implemented CECL in 2020 to elect to mitigate the effects of the CECL
accounting standard on their regulatory capital for two years. This two-year delay is in addition to the three-year transition period that the agencies had already
made available. Trustmark elected to defer the regulatory capital effects of CECL in accordance with these rules, which largely delayed the effects of the
adoption of CECL on its regulatory capital through December 31, 2021. The effects were phased-in over a three-year period from January 1, 2022 through
December 31, 2024.
Payment of Dividends and Stock Repurchases
Trustmark is limited in its ability to pay dividends or repurchase its stock by the FRB, including if doing so would be an unsafe or unsound banking practice. In
addition, the FRB has adopted the policy that a bank holding company should pay cash dividends only to the extent that the company’s net income for the past
year is sufficient to cover the cash dividends, and that the company’s rate of earning retention is consistent with the company’s capital needs, asset quality and
overall financial condition. In addition, a bank holding company is required to consult with or notify the FRB prior to purchasing or redeeming its outstanding
equity securities in certain circumstances, including if the gross consideration for the purchase or redemption, when aggregated with the net consideration paid
by the company for all such purchases or redemptions during the preceding twelve months, is equal to 10% or more of the company’s consolidated net worth. A
bank holding company that is well-capitalized, well-managed and not the subject of any unresolved supervisory issues is exempt from this notice requirement.
Anti-Money Laundering (AML) Initiatives and Sanctions Compliance
Trustmark and TNB are subject to extensive laws and regulations aimed at combating money laundering and terrorist financing, including the USA Patriot Act
of 2001 (USA Patriot Act) and the Bank Secrecy Act. Regulations implementing these statutes impose obligations on financial institutions to maintain
appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers
and of beneficial owners of their legal entity customers. Failure of a financial institution to maintain and implement adequate programs to combat money
laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and financial consequences for the
institution. The federal Financial Crimes Enforcement Network of the Department of the Treasury, in addition to federal bank regulatory agencies, is authorized
to impose significant civil money penalties for violations of these requirements, and has recently engaged in coordinated enforcement efforts with state and
federal banking regulators, the DOJ, the Consumer Financial Protection Bureau (CFPB), the Drug Enforcement Administration and the Internal Revenue
Service. Violations of AML requirements can also lead to criminal penalties. In addition, the federal banking agencies are required to consider the
effectiveness of a financial institution’s AML activities when reviewing proposed bank mergers and bank holding company acquisitions.
The U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) is responsible for helping to ensure that U.S. entities do not engage in
transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC administers and enforces economic and trade
sanctions programs, including publishing lists of persons, organizations, and countries suspected of aiding, harboring or engaging in terrorist acts, known as
Specially Designated Nationals and Blocked Persons. OFAC regulations generally require either the blocking of accounts or other property of specified entities
or individuals, but they may also require the rejection of certain transactions involving specified entities or individuals. Trustmark maintains policies,
procedures and other internal controls designed to comply with these sanctions programs.
Other Federal Regulation of Trustmark
In addition to being regulated as a bank holding company, Trustmark is subject to regulation by the State of Mississippi under its general business corporation
laws. Trustmark is also subject to the disclosure and other regulatory requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as
administered by the SEC.
Regulation of TNB
TNB is a national bank and, as such, is subject to extensive regulation by the OCC and, to a lesser extent, by the FDIC. In addition, as a large provider of
consumer financial services, TNB is subject to regulation, supervision, enforcement and examination by the CFPB. Almost every area of the operations and
financial condition of TNB is subject to extensive regulation and supervision and to various requirements and restrictions under federal and state law including
loans, reserves, investments, issuance of securities, establishment of branches, capital adequacy, liquidity, earnings, dividends, management practices and the
provision of services. TNB is subject to supervision, examination, enforcement and reporting requirements under the National Bank Act, the Federal Reserve
Act, the FDI Act, regulations of the OCC and certain of the requirements imposed by the Dodd-Frank Act. Trustmark and TNB are also subject to a wide range
of consumer protection laws and regulations.
13
Restrictions on Lending, Insider Transactions and Affiliate Transactions
National banks are limited in the amounts they may lend to one borrower and the amount they may lend to insiders. These single counterparty and insider
lending limits extend to loans, derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions.
In addition, the FDI Act imposes restrictions on insured depository institutions’ purchases of assets from insiders.
Under section 22 of the Federal Reserve Act, as implemented by the FRB’s Regulation O, restrictions also apply to extensions of credit by a bank to its
executive officers, directors, principal shareholders and their related interests, and to similar individuals at the holding company or affiliates. In general, such
extensions of credit (i) may not exceed certain dollar limitations, (ii) must be made on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with third parties and (iii) must not involve more than the normal risk of repayment or present other
unfavorable features.
Sections 23A and 23B of the Federal Reserve Act establish parameters for an insured bank to conduct “covered transactions” with its affiliates, generally (i)
limiting the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of the bank’s
capital stock and surplus, and limiting the aggregate of all such transactions with all affiliates to an amount equal to 20% of the bank’s capital stock and surplus,
and (ii) requiring that all such transactions be on terms substantially the same, or at least as favorable, to the bank or subsidiary as those that would be provided
to a non-affiliate. In addition, an insured bank’s loans to affiliates must be fully collateralized. The term “covered transaction” includes the making of loans to
the affiliate, purchase of assets from the affiliate, issuance of a guarantee on behalf of the affiliate and several other types of transactions.
Payment of Dividends
The principal source of Trustmark’s cash revenue is dividends from TNB. There are various legal and regulatory provisions that limit the amount of dividends
TNB can pay to Trustmark without regulatory approval. Under the National Bank Act, approval of the OCC is required if the total of all dividends declared in
any calendar year exceeds the total of TNB’s net income for that year combined with its retained net income from the preceding two years. Also, under the
National Bank Act, TNB may not pay any dividends in excess of undivided profits (retained earnings).
Community Reinvestment Act
The CRA requires an insured depository institution’s appropriate federal banking regulator to evaluate the institution's record of meeting the credit needs of its
entire community, including low- and moderate-income neighborhoods, and to consider this record in its evaluation of certain applications to banking
regulators, such as an application for approval of a merger or the establishment of a branch. A rating of less than “Satisfactory” may provide a basis for denial
of such an application. Federal regulations require, among other things, that evidence of discrimination against applicants on a prohibited basis, and illegal or
abusive lending practices be considered in the CRA evaluation. As of its last examination from the OCC, TNB received a CRA rating of “Outstanding.” The
evaluation covered activities in the period from January 1, 2022 through December 31, 2023.
On October 24, 2023, the federal banking agencies released a final rule significantly revising the framework that the agencies use to evaluate banks’ records of
meeting the credit needs of their entire communities under the CRA. Under the revised framework, banks with assets of at least $2 billion, including TNB, are
considered large banks and, accordingly, will have their retail lending, retail services and products, community development financing and community
development services subject to periodic evaluation under complex, multi-part standards. Large banks will be subject to enhanced data collection and reporting
requirements, with additional data collection and reporting requirements applying to banks, such as TNB, with assets greater than $10 billion. 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. Industry organizations have challenged the
final rule in court, and on March 29, 2024, the United States District Court for the Northern District of Texas granted an injunction and stay of the final rule. The
final outcome of such challenge is uncertain.
Consumer Protection Laws
TNB is subject to a number of federal and state laws designed to protect customers and promote lending to various sectors of the economy and population.
These consumer protection laws apply to a broad range of TNB’s activities and to various aspects of its business, and include laws relating to interest rates, fair
lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information
to consumer reporting agencies and the prohibition of unfair, deceptive or abusive acts or practices in connection with the offer, sale or provision of consumer
financial products and services. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home
Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act and their state law counterparts. At
14
the federal level, most consumer financial protection laws are administered by the CFPB, which supervises TNB. The CFPB also has authority to issue
regulations and has proposed several rules that would restrict various fees that financial institutions can charge consumers, including credit card late fees,
overdraft fees and certain insufficient funds (NSF) fees.
Violations of applicable consumer protection laws can result in significant potential liability, including actual damages, restitution and injunctive relief, from
litigation brought by customers, state attorneys general and other plaintiffs, as well as enforcement actions by banking regulators and reputational harm.
Many states and local jurisdictions have consumer protection laws analogous, and in addition to, those listed above. While TNB’s activities are governed
primarily by federal law, the Dodd-Frank Act potentially narrowed National Bank Act preemption of state consumer financial laws, thereby making TNB and
other national banks potentially subject to increased state regulation. The Dodd-Frank Act also codified the Supreme Court’s decision in Cuomo v. Clearing
House Association. As a result, State Attorneys General may enforce in a court action “an applicable law” against federally-chartered depository institutions
like TNB. In addition, under the Dodd-Frank Act, state attorneys general are authorized to bring civil actions against federally-chartered institutions, like TNB,
to enforce regulations prescribed by the CFPB or to secure other remedies.
Finally, the Dodd-Frank Act potentially expanded state regulation over banks by eliminating National Bank Act preemption for national bank operating
subsidiaries, including operating subsidiaries of TNB.
Financial Privacy Laws and Cybersecurity
The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (GLB Act) imposed requirements related to the privacy of customer financial
information. In accordance with the GLB Act, federal bank regulators adopted rules that limit the ability of banks and other financial institutions to disclose
nonpublic information about consumers to nonaffiliated third parties. The GLB Act also requires disclosure of privacy policies to consumers and, in some
circumstances, allows consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy provisions of the GLB Act
affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. Trustmark recognizes the need to
comply with legal and regulatory requirements that affect its customers’ privacy.
In addition, the federal banking agencies pay close attention to the cybersecurity practices of banks, and the agencies include review of an institution’s
information technology and its ability to thwart cyberattacks in their examinations. An institution’s failure to have adequate cybersecurity safeguards in place
can result in supervisory criticism, monetary penalties and/or reputational harm. Additionally, banking organizations are required to notify their primary federal
regulator of significant computer security incidents within 36 hours of determining that such an incident has occurred.
On October 22, 2024, the CFPB released a final rule to implement Section 1033 of the Dodd-Frank Act. Under the final rule, financial institutions are required,
upon request, to make available to a consumer or third party authorized by the consumer certain information TNB has concerning a consumer financial product
or service covered by the rule, such as a credit card or a deposit account. In issuing this rule, the CFPB said that the rule will move the U.S. closer to an “open
banking” system that will allow consumers to switch banks or other providers more easily. The final rule also requires, among other things, covered data
providers, such as TNB, to establish a developer interface that satisfies certain performance and data security specifications through which the data provider can
receive requests for, and provide, specific types of data covered by the rule in electronic, usable form to authorized third parties directly or through data
aggregators. Under the final rule, TNB will be prohibited from charging fees for maintaining the developer interface or providing access to such data. TNB
may also act as an authorized third party to request and access covered data under the final rule from other financial institutions that are covered data providers.
The final rule places data security, authorization, and other obligations on those authorized third parties, including limitations on secondary uses of the data
received. Industry organizations have challenged the final rule in court and the litigation is ongoing. If the challenge is not successful, as a data provider, TNB
must comply with the rule beginning April 1, 2027. Management is monitoring the status of the litigation and evaluating the impact of this rule.
Debit Interchange Regulation
The FRB has issued rules under the Electronic Fund Transfer Act (EFTA), as amended by the Dodd-Frank Act, to limit interchange fees that an issuer with
$10.0 billion or more in assets, such as TNB, may receive or charge for an electronic debit card transaction. Under the FRB’s rules, the maximum permissible
interchange fee that an issuer may receive for an electronic debit transaction is the sum of 21 cents per transaction and five basis points multiplied by the value
of the transaction. In addition, the FRB’s rules allow for an upward adjustment of no more than one cent to an issuer’s debit card interchange fee if the issuer
develops and implements policies and procedures reasonably designed to achieve the fraud-prevention standards set out in the rule.
15
In October 2023, the FRB proposed changes to its EFTA rules that would decrease the maximum interchange fees that an issuer may receive for an electronic
debit transaction to the sum of 14.4 cents and four basis points multiplied by the value of the transaction and increase the fraud prevention adjustment to 1.3
cents. If finalized as proposed, the proposal could reduce interchange revenue for banks with $10 billion or more in assets, such as TNB.
The FRB also has established rules governing routing and exclusivity that require debt card issuers to offer two unaffiliated networks for routing transactions on
each debit or prepaid product.
FDIC Deposit Insurance Assessments
The deposits of TNB are insured by the Deposit Insurance Fund (DIF), as administered by the FDIC, and, accordingly, are subject to deposit insurance
assessments to maintain the DIF at minimum levels required by statute.
The FDIC uses a risk-based assessment system that imposes insurance premiums as determined by multiplying an insured bank’s assessment base by its
assessment rate. A bank’s deposit insurance assessment base is generally equal to the bank’s total assets minus its average tangible equity during the assessment
period.
The FDIC determines a bank’s assessment rate within a range of base assessment rates using a risk scorecard that takes into account the bank’s financial ratios
and supervisory rating (the CAMELS composite rating), among other factors. The CAMELS rating system is a supervisory rating system developed to classify
a bank’s overall condition by taking into account capital adequacy, assets, management capability, earnings, liquidity and sensitivity to market and interest rate
risk. The methodology that the FDIC uses to calculate assessment amounts is also based on the FDIC’s designated reserve ratio, which is currently 2.0%.
During the COVID-19 pandemic, the amount of total estimated insured deposits grew rapidly while the funds in the DIF grew at a normal rate, causing the DIF
reserve ratio to fall below the statutory minimum of 1.35%. The FDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore
the DIF reserve ratio to at least 1.35% by September 30, 2028. On October 18, 2022, the FDIC adopted a final rule to increase initial base deposit insurance
assessment rates for insured depository institutions by 2 basis points, which began with the first quarterly assessment period of 2023. The increased assessment
rate schedules will remain in effect unless and until the DIF reserve ratio meets or exceeds 2.00%. As a result of this rule, the FDIC insurance costs of insured
depository institutions, including TNB, have generally increased. TNB incurred an additional $3.4 million of FDIC assessment expense during 2024 as a result
of this rule.
On November 16, 2023, the FDIC adopted a final rule implementing a special assessment to recover the loss to the FDIC’s DIF incurred in the receiverships of
Silicon Valley Bank and Signature Bank. Under the final rule, the FDIC will collect special assessments at a quarterly rate of 3.36 basis points, or
approximately 13.4 basis points annually, over eight initial quarterly assessment periods beginning with the first quarterly assessment period of 2024. The
assessment base for the special assessment is equal to an insured depository institution's estimated uninsured deposits, reported as of December 31, 2022,
adjusted to exclude the first $5 billion in estimated uninsured deposits. The FDIC retained the ability to cease collection early, extend the special assessment
collection period one or more quarters beyond the initial eight-quarter collection period to collect the difference between estimated or actual losses and the
amounts collected, or impose a final shortfall special assessment on a one-time basis after the receiverships for Silicon Valley Bank and Signature Bank
terminate. During 2024, the FDIC updated its estimate of the DIF’s losses and projected that the special assessment would be collected for an additional two
quarters beyond the initial eight-quarter collection periods, at a lower rate. The special assessment is not expected to be material to Trustmark's financial
condition or results of operations.
The FDIC may terminate the deposit insurance of any insured depository institution, including the TNB, if the FDIC determines after a hearing that the
institution has engaged or is engaging in unsafe or unsound banking practices, is in an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, order or any condition imposed by an agreement with the FDIC. The FDIC also may suspend deposit insurance temporarily during
the hearing process for the permanent termination of insurance if the institution has no tangible capital.
On July 30, 2024, the FDIC issued a proposed rule that would revise the FDIC’s regulations governing the classification and treatment of brokered deposits.
The proposal would require many insured depository institutions to classify a greater amount of their deposits obtained with the involvement of third parties as
brokered deposits. An increase in the amount of brokered deposits on an insured depository institution’s balance sheet could, among other consequences,
increase the institution’s deposit insurance assessment costs.
In 2024, TNB’s expenses related to deposit insurance premiums totaled $19.2 million.
TNB Subsidiaries
TNB’s nonbanking subsidiaries are subject to a variety of state and federal laws and regulations. SCC is subject to the supervision and regulation of the CDFI
Fund and the State of Mississippi.
16
Available Information
Trustmark’s internet address is www.trustmark.com. Information contained on this website is not a part of this report. Trustmark makes available through this
address, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed, or furnished to,
the SEC.
Employees
At December 31, 2024, Trustmark employed 2,500 full-time equivalent associates, none of which are represented by a collective bargaining agreement.
Trustmark believes its employee relations to be satisfactory.
Information about Executive Officers of Trustmark
As of the filing date, the executive officers of Trustmark and its primary bank subsidiary, TNB, including their ages, positions and principal occupations for the
last five years are as follows:
Gerard R. Host, 70
Trustmark Corporation
Chairman since May 2022
Executive Chairman from January 2021 to April 2022
Chairman from April 2020 to December 2020
President and Chief Executive Officer from January 2011 to December 2020
Trustmark National Bank
Chairman since May 2022
Executive Chairman from January 2021 to April 2022
Chairman from April 2020 to December 2020
Chief Executive Officer from January 2011 to December 2020
Duane A. Dewey, 66
Trustmark Corporation
President and Chief Executive Officer since January 2021
Trustmark National Bank
Chief Executive Officer since January 2021
President since January 2020
Chief Operating Officer from January 2019 to December 2020
George T. Chambers, Jr., 65
Trustmark Corporation
Principal Accounting Officer since March 2021
Trustmark National Bank
Executive Vice President and Chief Accounting Officer since March 2021
Senior Vice President and Controller from March 2009 to February 2021
Monica A. Day, 64
Trustmark National Bank
President – Institutional Banking since April 2019
Robert Barry Harvey, 65
Trustmark National Bank
Chief Credit and Operations Officer since June 2021
Chief Credit Officer from March 2010 to May 2021
Executive Vice President since March 2010
Thomas C. Owens, 60
Trustmark Corporation
Treasurer and Principal Financial Officer since March 2021
Trustmark National Bank
Chief Financial Officer since March 2021
17
Bank Treasurer from September 2013 to February 2021
Executive Vice President since 2013
W. Arthur Stevens, 60
Trustmark National Bank
President – Retail Banking since September 2011
Maria Luisa "Ria" Sugay, 43
Trustmark National Bank
Bank Treasurer since March 2021
Bank Co-Treasurer from July 2020 to February 2021
Executive Vice President since July 2020
USAA
Director, Asset Liability Management from June 2016 to June 2020
Granville Tate, Jr., 68
Trustmark Corporation
Secretary since December 2015
Trustmark National Bank
Chief Administrative Officer since January 2021
Chief Risk Officer from June 2016 to November 2021
General Counsel from December 2015 to November 2021
Executive Vice President and Secretary since December 2015
ITEM 1A. RISK FACTORS
Trustmark and its subsidiaries could be adversely impacted by various risks and uncertainties, which are difficult to predict. As a financial institution,
Trustmark has significant exposure to market risks, including interest rate risk, liquidity risk and credit risk. This section includes a description of the risks,
uncertainties and assumptions identified by Management that could, individually or in combination, materially affect Trustmark’s financial condition and results
of operations, as well as the value of Trustmark’s financial instruments in general, and Trustmark common stock, in particular. Additional risks and
uncertainties that Management currently deems immaterial or is unaware of may also impair Trustmark’s financial condition and results of operations. This
report is qualified in its entirety by the risk factors that are identified below.
Risks Related to Trustmark’s Business
Interest Rate Risks
Trustmark’s largest source of revenue (net interest income) is subject to interest rate risk.
Trustmark’s profitability depends to a large extent on net interest income, which is the difference between income on interest-earning assets, such as loans and
investment securities, and expense on interest-bearing liabilities, such as deposits and borrowings. Trustmark is exposed to interest rate risk in its core banking
activities of lending and deposit taking, since assets and liabilities reprice at different times and by different amounts as interest rates change. Trustmark is
unable to predict changes in market interest rates, which are affected by many factors beyond Trustmark’s control, including inflation, recession,
unemployment, money supply, domestic and international events and changes in the United States and other financial markets. Market interest rates remained
elevated during most of 2024. The FRB maintained the target federal funds rate at a range of 5.25% to 5.50% from July 2023 through September 2024. In
September 2024, the FRB began lowering the target federal funds rate making multiple decreases during the fourth quarter of 2024 to a range of 4.25% to 4.50%
as of December 2024, based on its confidence that inflation was moving substantially toward 2.00% and that the risks to achieving the FRB's employment and
inflation goals were roughly balanced. In addition, the FRB maintained the rate it paid on reserves at 5.40% from July 2023 through September 2024. In
September 2024, the FRB made the first of multiple declines in the rate it pays on reserves, lowering the rate to 4.40% as of December 2024. Prior period rate
increases increased the competitive pressures on the deposit cost of funds. While rate cuts potentially reduce those competitive pressures, they increase pressure
on Trustmark's net interest margin, a key component to its financial results. It is not possible to predict the pace and magnitude of changes in interest rates, or
the impact rate changes will have on Trustmark's results of operations.
Financial simulation models are the primary tools used by Trustmark to measure interest rate exposure. Using a wide range of scenarios, Management is
provided with extensive information on the potential impact to net interest income caused by changes in interest rates. Models are structured to simulate cash
flows and accrual characteristics of Trustmark’s balance sheet. Assumptions are made about the direction and volatility of interest rates, the slope of the yield
curve and the changing composition of Trustmark’s balance sheet, resulting
18
from both strategic plans and customer behavior. In addition, the model incorporates Management’s assumptions and expectations regarding such factors as
loan and deposit growth, pricing, prepayment speeds and spreads between interest rates. Trustmark’s simulation model using static balances at December 31,
2024, estimated that in the event of a hypothetical 200 basis point increase in interest rates, net interest income may increase 0.8%, while a hypothetical 100
basis point increase in interest rates, may increase net interest income 0.4%. In the event of a hypothetical 100 basis point decrease in interest rates using static
balances at December 31, 2024, it is estimated net interest income may decrease by 1.2%, while a hypothetical 200 basis point decrease in interest rates, may
decrease net interest income 3.0%.
Net interest income is Trustmark’s largest revenue source, and it is important to discuss how Trustmark’s interest rate risk may be influenced by the various
factors shown below:
•
In general, for a given change in interest rates, the amount of the change in value (positive or negative) is larger for assets and liabilities with
longer remaining maturities. The shape of the yield curve may affect new loan yields, funding costs and investment income differently.
•
The remaining maturity of various assets or liabilities may shorten or lengthen as payment behavior changes in response to changes in interest
rates. For example, if interest rates decline sharply, fixed-rate loans may pre-pay, or pay down, faster than anticipated, thus reducing future cash
flows and interest income. Conversely, if interest rates increase, depositors may cash in their certificates of deposit prior to term (notwithstanding
any applicable early withdrawal penalties) or otherwise reduce their deposits to pursue higher yielding investment alternatives. Repricing
frequencies and maturity profiles for assets and liabilities may occur at different times. For example, in a falling rate environment, if assets
reprice faster than liabilities, there will be an initial decline in earnings. Moreover, if assets and liabilities reprice at the same time, they may not
be by the same increment. For instance, if the federal funds rate increased 50 basis points, rates on demand deposits may rise by 10 basis points,
whereas rates on prime-based loans will instantly rise 50 basis points.
Financial instruments do not respond in a parallel fashion to rising or falling interest rates. This causes asymmetry in the magnitude of changes in net interest
income, net economic value and investment income resulting from the hypothetical increases and decreases in interest rates. Therefore, Management monitors
interest rate risk and adjusts Trustmark’s investment, funding and hedging strategies to mitigate adverse effects of interest rate shifts on Trustmark’s balance
sheet.
Trustmark utilizes derivative contracts to hedge the mortgage servicing rights (MSR) in order to offset changes in fair value resulting from changes in interest
rate environments. In spite of Trustmark’s due diligence in regard to these hedging strategies, significant risks are involved that, if realized, may prove such
strategies to be ineffective, which could adversely affect Trustmark’s financial condition or results of operations. Risks associated with these strategies include
the risk that counterparties in any such derivative and other hedging transactions may not perform; the risk that these hedging strategies rely on Management’s
assumptions and projections regarding these assets and general market factors, including prepayment risk, basis risk, market volatility and changes in the shape
of the yield curve, and that these assumptions and projections may prove to be incorrect; the risk that these hedging strategies do not adequately mitigate the
impact of changes in interest rates, prepayment speeds or other forecasted inputs to the hedging model; and the risk that the models used to forecast the
effectiveness of hedging instruments may project expectations that differ from actual results. In addition, increased regulation of the derivative markets may
increase the cost to Trustmark to implement and maintain an effective hedging strategy.
Trustmark closely monitors the sensitivity of net interest income and investment income to changes in interest rates and attempts to limit the variability of net
interest income as interest rates change. Trustmark makes use of both on- and off-balance sheet financial instruments to mitigate exposure to interest rate risk.
Trustmark may be adversely affected by the transition from the London Interbank Offered Rate (LIBOR) as a reference rate.
In 2017, the United Kingdom’s Financial Conduct Authority (FCA), which regulates LIBOR, announced that after the end of 2021 it would no longer compel
banks to submit the rates required to calculate LIBOR. On March 5, 2021, the FCA confirmed that the publication of most LIBOR term rates would end on
June 30, 2023 (excluding one-week U.S. LIBOR and two-month U.S. LIBOR, the publication of which ended on December 31, 2021). The Alternative
Reference Rates Committee (ARRC), a committee of U.S. financial market participants, identified the Secured Overnight Financing Rate (SOFR) as the
reference rate that represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-
LIBOR. However, there are conceptual and technical differences between LIBOR and SOFR. The federal banking agencies encouraged banking organizations
to cease entering into new contracts that use US$ LIBOR as a reference rate by no later than December 31, 2021, and to ensure existing contracts have robust
fallback language that includes a clearly defined alternative reference rate.
On December 16, 2022, the FRB adopted a final rule that implemented the Adjustable Interest Rate (LIBOR) Act by identifying benchmark rates based on
SOFR that will replace LIBOR in certain financial contracts after June 30, 2023. Following the LIBOR
19
cessation date of June 30, 2023, the nationwide process for replacing LIBOR in financial contracts that mature thereafter and that do not provide for an effective
means to replace LIBOR upon its cessation took effect pursuant to the Adjustable Interest Rate (LIBOR) Act. For contracts in which a party has the discretion
to identify a replacement rate, the Adjustable Interest Rate (LIBOR) Act also provides a safe harbor to parties if they choose the SOFR-based benchmark
replacement rate to be identified by the FRB. Trustmark transitioned to SOFR for new variable rate loans, derivative contracts, borrowings and other financial
instruments as of January 1, 2022.
Trustmark had a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that were either directly or
indirectly dependent on LIBOR. As of December 31, 2024, all of Trustmark’s LIBOR exposure was remediated. The transition from LIBOR has resulted in
and could continue to result in added costs and employee efforts and could present additional risk. Since alternative reference rates are calculated differently
than LIBOR, payments under contracts referencing new alternative reference rates will differ from those referencing LIBOR. Trustmark cannot predict what the
ultimate impact of the transition from LIBOR will be; however, Trustmark has implemented various measures to manage the transition and mitigate risks.
Credit and Lending Risks
Trustmark is subject to lending risk, which could impact the adequacy of the allowance for credit losses and results of operations.
There are inherent risks associated with Trustmark’s lending activities. If trends in the housing and real estate markets were to revert to or decline below
recession levels, Trustmark may experience higher than normal delinquencies and credit losses. Moreover, if the United States economy returns to a
recessionary state, Management expects that it could severely affect economic conditions in Trustmark’s market areas and that Trustmark could experience
significantly higher delinquencies and credit losses. In addition, bank regulatory agencies periodically review Trustmark’s allowance for credit losses and may
require an increase in the provision for credit losses or the recognition of further charge-offs, based on judgments different from those of Management. As a
result, Trustmark may elect, or be required, to make further increases in its provision for credit losses in the future, particularly if economic conditions
deteriorate.
Additionally, Trustmark may rely on information furnished by or on behalf of customers and counterparties in deciding whether to extend credit or enter into
other transactions. This information could include financial statements, credit reports, business plans, and other information. Trustmark may also rely on
representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information.
Reliance on inaccurate or misleading financial statements, credit reports or other information could have a material adverse impact on Trustmark’s business,
financial condition and results of operations.
Trustmark is subject to environmental liability risk associated with lending activities.
A significant portion of Trustmark’s loan portfolio is secured by real property. During the ordinary course of business, Trustmark forecloses on and takes title
to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic
substances are found, Trustmark may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties
regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require Trustmark to incur
substantial expenses and may materially reduce the affected property’s value or limit Trustmark’s ability to use or ability to sell the affected property or to repay
the indebtedness secured by the property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may
increase Trustmark’s exposure to environmental liability. Environmental reviews of nonresidential real estate before initiating foreclosure actions may not be
sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could
have a material adverse effect on Trustmark’s business, financial condition and results of operations.
Declines in asset values may result in credit losses and adversely affect the value of Trustmark’s investments.
Trustmark maintains an investment portfolio that includes, among other asset classes, obligations of states and municipalities, agency debt securities and agency
mortgage-related securities. The market value of investments in Trustmark’s investment portfolio may be affected by factors other than interest rates or the
underlying performance of the issuer of the securities, such as ratings downgrades, adverse changes in the business climate and a lack of pricing information or
liquidity in the secondary market for certain investment securities. In addition, government involvement or intervention in the financial markets or the lack
thereof or market perceptions regarding the existence or absence of such activities could affect the market and the market prices for these securities.
On a quarterly basis, Trustmark evaluates investments and other assets for expected credit losses. At December 31, 2024, gross unrealized losses on securities
for which an allowance for credit losses has not been recorded totaled $30.0 million. Trustmark may be required to record credit loss expense if these
investments suffer a decline in value that is the result of a credit loss. If Trustmark
20
determines that a credit loss exists, the credit portion of the allowance would be measured using a discounted cash flow (DCF) analysis using the effective
interest rate as of the security’s purchase date. The amount of credit loss Trustmark may record is limited to the amount by which the amortized cost exceeds
the fair value, which could have a material adverse effect on results of operations in the period in which a credit loss, if any, occurs.
Liquidity Risk
Trustmark is subject to liquidity risk, which could disrupt its ability to meet its financial obligations.
Liquidity refers to Trustmark’s ability to ensure that sufficient cash flow and liquid assets are available to satisfy current and future financial obligations,
including demand for loans and deposit withdrawals, funding operating costs and other corporate purposes. Liquidity risk arises whenever the maturities of
financial instruments included in assets and liabilities differ or when assets cannot be liquidated at fair market value as needed. Trustmark obtains funding
through deposits and various short-term and long-term wholesale borrowings, including federal funds purchased and securities sold under repurchase
agreements, the Federal Reserve Discount Window (Discount Window) and Federal Home Loan Bank (FHLB) advances. Any significant restriction or
disruption of Trustmark’s ability to obtain funding from these or other sources could have a negative effect on Trustmark’s ability to satisfy its current and
future financial obligations, which could materially affect Trustmark’s financial condition or results of operations.
In addition to the risk that one or more of the funding sources may become constrained due to market conditions unrelated to Trustmark, there is the risk that
Trustmark’s credit profile may decline such that one or more of these funding sources becomes partially or wholly unavailable to Trustmark.
Trustmark attempts to quantify such credit event risk by modeling bank specific and systemic scenarios that estimate the liquidity impact. Trustmark estimates
such impact by attempting to measure the effect on available unsecured lines of credit, available capacity from secured borrowing sources and securitizable
assets. To mitigate such risk, Trustmark maintains available lines of credit with the Federal Reserve Bank of Atlanta (FRBA) and the FHLB of Dallas that are
secured by loans and investment securities. Management continuously monitors Trustmark’s liquidity position for compliance with internal policies.
External and Market-Related Risks
Trustmark’s business may be adversely affected by conditions in the financial markets and economic conditions in general.
Economic activity improved moderately during 2024; however, economic concerns remain as a result of the cumulative weight of uncertainty regarding the
potential economic impact of geopolitical developments, such as the conflicts in Ukraine and the Middle East, inflation, other economic and industry volatility,
the current United States presidential administration's policies, higher energy prices and broader price pressures. Doubts surrounding the near-term direction of
global markets, and the potential impact of these trends on the United States economy, are expected to persist for the near term. While Trustmark’s customer
base is wholly domestic, international economic conditions affect domestic conditions, and thus may have an impact upon Trustmark’s financial condition or
results of operations. Strategic risk, including threats to business models from increasing pressures on net interest margins and modest economic growth,
remains high. Management’s ability to plan, prioritize and allocate resources in this environment will be critical to Trustmark’s ability to sustain earnings that
will attract capital. Because of the complexities presented by current economic conditions, Management will continue to be challenged in identifying alternative
sources of revenue, prudently diversifying assets, liabilities and revenue and effectively managing the costs of compliance.
Market interest rates remained elevated until September 2024, at which time interest rates began to decline. Prior period rate increases increased the competitive
pressures on the deposit cost of funds. While rate cuts potentially reduce those competitive pressures, they increase pressure on Trustmark's net interest margin,
a key component to its financial results. It is not possible to predict the pace and magnitude of changes to interest rates, or the impact rate changes will have on
Trustmark’s results of operations.
Trustmark does not assume that current uncertain conditions in the economy will improve significantly in the near future. A weakened economy could affect
Trustmark in a variety of substantial and unpredictable ways. In particular, Trustmark may face the following risks in connection with these events:
•
Market developments and the resulting economic pressure on consumers may affect consumer confidence levels and may cause increases in
delinquencies and default rates, which, among other effects, could further affect Trustmark’s charge-offs and provision for credit losses.
•
Loan performance could experience a significantly extended deterioration or loan default levels could accelerate, foreclosure activity could
significantly increase, or Trustmark’s assets (including loans and investment securities) could materially decline in value, any one of which, or
any combination of more than one of which, could have a material adverse effect on Trustmark’s financial condition or results of operations.
21
•
Management’s ability to measure the fair value of Trustmark’s assets could be adversely affected by market disruptions that could make valuation
of assets more difficult and subjective. If Management determines that a significant portion of its assets have values that are significantly below
their recorded carrying value, Trustmark could recognize a material charge to earnings in the quarter during which such determination was made,
Trustmark’s capital ratios would be adversely affected by any such charge, and a rating agency might downgrade Trustmark’s credit rating or put
Trustmark on credit watch.
The rising interest rate environment during 2022 and 2023, the resulting industry-wide reduction in the fair value of securities portfolios and the bank runs that
led to the failures of some financial institutions in March 2023, among other events, resulted in a state of volatility and uncertainty with respect to the health of
the United States banking system. There is heightened awareness around liquidity, uninsured deposits, deposit composition, unrecognized investment losses and
capital. It is difficult to predict the extent to which these challenging economic conditions will persist or whether recent progress in the economic recovery will
instead shift to the potential for further decline. If the economy does weaken in the future, it is uncertain how Trustmark’s business would be affected and
whether Trustmark would be able to successfully mitigate any such effects on its business. Accordingly, these factors in the United States (and, indirectly,
global) economy could have a material adverse effect on Trustmark’s financial condition and results of operations.
Trustmark operates in a highly competitive financial services industry.
Trustmark faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have greater
financial resources. Such competitors primarily include banks, as well as community banks operating nationwide and regionally within the various markets in
which Trustmark operates. Trustmark also faces competition from many other types of financial institutions, including savings and loans, credit unions, finance
companies, brokerage firms, factoring companies and other financial intermediaries. Additionally, fintech developments, such as blockchain and other
distributed ledger technologies, have the potential to disrupt the financial industry and change the way banks do business. The financial services industry could
become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation.
Some of Trustmark’s competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many of Trustmark’s
larger competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for
those products and services than Trustmark.
Trustmark’s ability to compete successfully depends on a number of factors, including: the ability to develop, maintain and build upon long-term customer
relationships based on top quality service, high ethical standards and safe, sound assets; the ability to continue to expand Trustmark’s market position through
organic growth and acquisitions; the scope, relevance and pricing of products and services offered to meet customer needs and demands; the rate at which
Trustmark introduces new products and services relative to its competitors; and industry and general economic trends. Failure to perform in any of these areas
could significantly weaken Trustmark’s competitive position, which could adversely affect Trustmark’s financial condition or results of operations.
The soundness of other financial institutions could adversely affect Trustmark.
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. As a result, defaults by, or questions or rumors
about, one or more financial services institutions or the financial services industry in general, could lead to market-wide liquidity problems, which could, in turn,
lead to defaults or losses by Trustmark and by other institutions. Trustmark has exposure to many different industries and counterparties, and routinely executes
transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, mutual funds, and other
institutional clients. Many of these transactions expose Trustmark to credit risk in the event of default of its counterparty or client. In addition, Trustmark’s
credit risk may be exacerbated when the collateral it holds cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit
or derivative exposure owed to Trustmark. Losses related to these credit risks could materially and adversely affect Trustmark’s results of operations.
Compliance and Regulatory Risks
Trustmark is subject to extensive government regulation and supervision and possible enforcement and other legal actions.
Trustmark, primarily through TNB and certain nonbank subsidiaries, is subject to extensive federal and state regulation and supervision, which vests a
significant amount of discretion in the various regulatory authorities. Banking regulations are primarily intended to protect depositors’ funds, federal deposit
insurance funds and the banking system as a whole, not security holders. These regulations and supervisory guidance affect Trustmark’s lending practices,
capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking
laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies or supervisory guidance, including changes in
interpretation or implementation or statutes, regulations, policies and supervisory guidance, could affect Trustmark in substantial and unpredictable ways. Such
changes
22
could subject Trustmark to additional costs, limit the types of financial services and products Trustmark may offer and/or increase the ability of nonbanks to
offer competing financial services and products, among other things. Failure to comply with laws, regulations, policies or supervisory guidance could result in
enforcement and other legal actions by Federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, the revocation of a
banking charter, civil money penalties, other sanctions by regulatory agencies and/or reputational damage. In this regard, government authorities, including
bank regulatory agencies, continue to pursue enforcement agendas with respect to compliance and other legal matters involving financial activities, which
heightens the risks associated with actual and perceived compliance failures. Any of the foregoing could have a material adverse effect on Trustmark’s financial
condition or results of operations.
Trustmark is subject to numerous laws designed to protect consumers, including fair lending laws, and failure to comply with these laws could lead to a wide
variety of sanctions.
The Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial
institutions. The DOJ and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s
performance under fair lending laws and regulations could result in a wide variety of direct or indirect negative consequences, including damages and civil
money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on geographic expansion and restrictions on entering new
business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such
actions could have a material adverse effect on Trustmark’s business, financial condition or results of operations. In 2021, TNB settled a fair lending
enforcement action with the DOJ, the OCC and the CFPB and incurred a one-time settlement expense of $5.0 million and made other commitments to enhance
credit opportunities to residents of majority-Black and Hispanic neighborhoods in the Memphis metropolitan statistical area. Trustmark and TNB could be
subject to other enforcement actions in the future.
In addition, financial institutions face scrutiny on actions and policies that are deemed to adversely impact consumers under the Dodd-Frank Act’s prohibition
against unfair, deceptive or abusive acts and practices and Section 5 of the Federal Trade Commission Act’s prohibition against unfair or deceptive acts and
practices. Bank regulators and the CFPB are responsible for enforcing these prohibitions against banking organizations. These prohibitions have been applied
to prohibit perceived customer abuse in connection with a range of products, services, and practices, including account openings and fees charged where
inadequate or no services are rendered for which charges were imposed, as well as other instances where consumers may have been misled through bank
disclosures. In addition, the enforcement priorities of the agencies enforcing consumer protection laws have evolved over time and may continue to do so.
Failure by Trustmark to perform satisfactorily on its CRA evaluations could make it more difficult for Trustmark’s business to grow.
The performance of a bank under the CRA in meeting the credit needs of its community is a factor that must be taken into consideration when the federal
banking agencies evaluate applications related to mergers and acquisitions, as well as branch opening and relocations. As of its last examination, TNB received
a CRA rating of “Outstanding,” which represented an improvement from its previous CRA rating of “Needs to Improve.” TNB’s failure to maintain at least a
“Satisfactory” CRA rating in the future could adversely affect its ability to complete the acquisition of another financial institution or open a new branch. If
TNB receives an overall CRA rating of less than “Satisfactory” in the future, the OCC would not re-evaluate its rating until TNB’s next CRA examination,
which may not occur for several more years, and it is possible that a low CRA rating would not improve in the future.
Trustmark is subject to stringent capital requirements.
Under the regulatory capital rules of the FRB, OCC, and FDIC that implement a set of capital requirements issued by the Basel Committee on Banking
Supervision known as Basel III, Trustmark and TNB are required to maintain a common equity Tier 1 capital to risk-weighted assets ratio of at least 7.0% (a
minimum of 4.5% plus a capital conservation buffer of 2.5%), a Tier 1 capital to risk-weighted assets ratio of at least 8.5% (a minimum of 6.0% plus a capital
conservation buffer of 2.5%), a total capital to risk-weighted assets ratio of at least 10.5% (a minimum of 8.0% plus a capital conservation buffer of 2.5%) and a
leverage ratio of Tier 1 capital to total consolidated assets of at least 4.0%. In addition, for TNB to be “well-capitalized” under the banking agencies’ prompt
corrective action framework, it must have a common equity Tier 1 capital ratio of at least 6.5%, a Tier 1 capital ratio of at least 8.0%, a total capital ratio of at
least 10.0% and a leverage ratio of at least 5.0%, and must not be subject to any written agreement, order or capital directive, or prompt corrective action
directive issued by its primary federal regulator to meet and maintain a specific capital level for any capital measure.
The capital rules also include stringent criteria for capital instruments to qualify as Tier 1 or Tier 2 capital. For instance, the rules effectively disallow newly
issued trust preferred securities to be a component of a holding company’s Tier 1 capital. Trustmark will continue to count $60.0 million in outstanding trust
preferred securities issued by the Trust as Tier 1 capital up to the regulatory limit, as permitted by a grandfather provision in the capital rules, but this
grandfather provision may cease to apply if Trustmark consummates an acquisition of a depository institution holding company and the resulting organization
has $15 billion of more in total assets.
23
Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 326, “Financial Instruments-Credit Losses: Measurement of
Credit Losses on Financial Instruments,” requires Trustmark to recognize all expected credit losses over the life of a loan based on historical experience, current
conditions and reasonable and supportable forecasts. FASB ASC Topic 326 generally results in earlier recognition of credit losses, which would increase
reserves and decrease capital. Additionally, the allowance for credit losses model could be materially impacted by changes in current and forecasted
macroeconomic conditions. It is not possible to predict the timing or magnitude of changes in macroeconomic conditions or the impact such changes could have
on Trustmark’s allowance for credit losses; however, material changes in the allowance for credit losses could have a material impact on Trustmark’s reserves
and capital.
The regulatory capital rules applicable to Trustmark and TNB may continue to evolve as a result of new requirements established by the Basel Committee on
Banking Supervision or legislative, regulatory or accounting changes in the United States. Management cannot predict the effect that any changes to current
capital requirements would have on Trustmark and TNB.
Trustmark’s use of third-party service providers and Trustmark’s other ongoing third-party business relationships are subject to increasing regulatory
requirements and attention.
Trustmark regularly uses third-party service providers and subcontractors as part of its business. Trustmark also has substantial ongoing business relationships
with partners and other third-parties and relies on certain third-parties to provide products and services necessary to maintain day-to-day operations. These
types of third-party relationships are subject to increasingly demanding regulatory requirements and attention by regulators, including the FRB, OCC, CFPB and
FDIC. Under regulatory guidance, Trustmark is required to apply stringent due diligence, conduct ongoing monitoring and maintain effective control over third-
party service providers and subcontractors and other ongoing third-party business relationships. These regulatory expectations may change, and potentially
become more rigorous in certain ways, due to an interagency effort to replace existing guidance on the risk management of third-party relationships with new
guidance. Trustmark expects that the regulators will hold Trustmark responsible for deficiencies in its oversight and control of its third-party relationships and
in the performance of the parties with which Trustmark has these relationships. Trustmark maintains a system of policies and procedures designed to ensure
adequate due diligence is performed and to monitor vendor risks. While Trustmark believes these policies and procedures effectively mitigate risk, if the
regulators conclude that Trustmark has not exercised adequate oversight and control over third-party service providers and subcontractors or other ongoing
third-party business relationships or that such third-parties have not performed appropriately, Trustmark could be subject to enforcement actions, including civil
monetary penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation.
Operational Risks
There may be risks resulting from the extensive use of models in Trustmark’s business.
Trustmark relies on statistical and quantitative models to measure risks and to estimate certain financial values. Models may be used in such processes as
determining the pricing of various products, assessing potential acquisition opportunities, developing presentations made to market analysts and others, creating
loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy, calculating regulatory capital levels and
estimating the fair value of financial instruments and balance sheet items. These models reflect assumptions that may not be accurate, particularly in times of
market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other
flaws in their design or their implementation. If models for determining interest rate risk and asset-liability management are inadequate, Trustmark may incur
increased or unexpected losses upon changes in market interest rates or other market measures. If models for determining expected credit losses are inadequate,
the allowance for credit losses may not be sufficient to support future charge-offs. If models to measure the fair value of financial instruments are inadequate,
the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what Trustmark could realize upon sale or settlement of
such financial instruments. Any such failure in the analytical or forecasting models could have a material adverse effect on Trustmark’s financial condition or
results of operations.
Also, information Trustmark provides to its regulators based on poorly designed or implemented models could be inaccurate or misleading. Certain decisions
that the regulators make, including those related to capital distributions and dividends to Trustmark’s shareholders, could be adversely affected due to the
regulator’s perception that the quality of Trustmark’s models used to generate the relevant information is insufficient.
Trustmark could be required to write down goodwill and other intangible assets.
If Trustmark consummates an acquisition, a portion of the purchase price would generally be allocated to goodwill and other identifiable intangible assets. The
amount of the purchase price that is allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the net identifiable
assets acquired. At December 31, 2024, goodwill and other identifiable intangible assets,
24
net were $334.7 million. Under current accounting standards, if Trustmark determines goodwill or intangible assets are impaired, Trustmark would be required
to write down the carrying value of these assets. Trustmark’s annual goodwill impairment evaluation performed during the fourth quarter of 2024 indicated no
impairment of goodwill for any reporting segment. Management cannot provide assurance, however, that Trustmark will not be required to take an impairment
charge in the future. Any impairment charge would have an adverse effect on Trustmark’s shareholders’ equity and financial condition and could cause a
decline in Trustmark’s stock price.
Trustmark holds other real estate and may acquire and hold significant additional amounts, which could lead to increased operating expenses and vulnerability
to additional declines in real property values.
As business necessitates, Trustmark forecloses on and takes title to real estate serving as collateral for loans. At December 31, 2024, Trustmark held $5.9
million of other real estate. The amount of other real estate held by Trustmark may increase in the future as a result of, among other things, business
combinations, increased uncertainties in the housing market or increased levels of credit stress in residential real estate loan portfolios. Increased other real
estate balances could lead to greater expenses as Trustmark incurs costs to manage, maintain and dispose of real properties as well as to remediate any
environmental cleanup costs incurred in connection with any contamination discovered on real property on which Trustmark has foreclosed and to which
Trustmark has taken title. As a result, Trustmark’s earnings could be negatively affected by various expenses associated with other real estate owned, including
personnel costs, insurance and taxes, completion and repair costs, valuation adjustments and other expenses associated with real property ownership, as well as
by the funding costs associated with other real estate assets. The expenses associated with holding a significant amount of other real estate could have a material
adverse effect on Trustmark’s financial condition or results of operations.
If Trustmark is required to repurchase a significant number of mortgage loans that it had previously sold, such repurchases could negatively affect earnings.
One of Trustmark’s primary business operations is mortgage banking under which residential mortgage loans are sold in the secondary market under agreements
that contain representations and warranties related to, among other things, the origination and characteristics of the mortgage loans. Trustmark may be required
to either repurchase the outstanding principal balance of a loan or make the purchaser whole for the anticipated economic benefits of a loan if it is determined
that the loan sold was in violation of representations or warranties made by Trustmark at the time of the sale, herein referred to as mortgage loan servicing
putback expenses. Such representations and warranties typically include those made regarding loans that had missing or insufficient file documentation, loans
that do not meet investor guidelines, loans in which the appraisal does not support the value and/or loans obtained through fraud by the borrowers or other third
parties. Generally, putback requests may be made until the loan is paid in full. However, mortgage loans delivered to the Federal National Mortgage
Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC) on or after January 1, 2013 are subject to the Representations and
Warranties Framework, which provides that FNMA and FHLMC will not exercise their remedies, including a putback request, for breaches of certain selling
representations and warranties if the mortgage loans satisfy certain criteria, such as payment history or quality control review.
Changes in retail distribution strategies and consumer behavior may adversely impact Trustmark’s investments in premises, equipment, technology and other
assets and may lead to increased expenditures to change its retail distribution channel.
Trustmark has significant investments in bank premises and equipment for its branch network. Advances in technology such as ecommerce, telephone, internet
and mobile banking, and in-branch self-service technologies including interactive teller machines (ITMs) and other equipment, as well as an increasing customer
preference for these other methods of accessing Trustmark’s products and services, could decrease the value of its branch network, technology, or other retail
distribution physical assets and may cause Trustmark to change its retail distribution strategy, close and/or sell certain branches or parcels of land held for
development and restructure or reduce its remaining branches and work force. These actions could lead to losses on these assets or could adversely impact the
carrying value of any long-lived assets and may lead to increased expenditures to renovate, reconfigure or close a number of Trustmark’s remaining branches or
to otherwise reform its retail distribution channel.
Trustmark may experience disruptions of its operating systems or breaches in its information system security.
Trustmark is dependent upon communications and information systems to conduct business as such systems are used to manage virtually all aspects of
Trustmark’s business. Trustmark’s operations rely on the secure processing, storage and transmission of confidential and other information within its computer
systems and networks. Any failure, interruption or breach in security of these systems could result in significant disruption to Trustmark's operations.
Trustmark has taken protective measures, which are continuously monitored and modified as warranted; however, Trustmark’s computer systems, software and
networks may fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond
Trustmark’s control. There could be sudden increases in customer transaction volume; electrical, telecommunications or other major physical infrastructure
outages; natural disasters; and events arising from local or larger scale political or social matters, including terrorist acts.
25
Further, Trustmark’s operational and security systems and infrastructure may be vulnerable to breaches and cybersecurity-related incidents including, but not
limited to, attempts to access information, including customer and company information, malicious code, computer viruses and denial of service attacks that
could result in unauthorized access, theft, misuse, loss, release or destruction of data (including confidential customer information), account takeovers,
unavailability of service or other events. These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may
result from accidental technological failure. If one or more of these events were to occur, Trustmark’s or its customers’ confidential and other information
would be jeopardized, or such an event could cause interruptions or malfunctions in Trustmark’s or its customers’ or counterparties’ operations. Any failures
related to upgrades and maintenance of Trustmark's technology and information systems could further increase its information and system security risk.
Trustmark's increased use of cloud and other technologies, such as remote work technologies, also increases its risk of being subject to a cyber-attack. The risk
of a security breach or disruption, particularly through cyber-attack or cyber intrusion, has increased as the number, intensity and sophistication of attempted
attacks and intrusions from around the world have increased. Trustmark may be required to expend significant additional resources to modify its protective
measures or to investigate and remediate vulnerabilities or other exposures in its computer systems and networks, and Trustmark may be subject to litigation and
financial losses that are either not insured against or not fully covered through any insurance maintained by Trustmark. Any such losses, which may be difficult
to detect, could adversely affect Trustmark’s financial condition or results of operations. In addition, the occurrence of such a loss could expose Trustmark to
reputational risk, the loss of customer business and additional regulatory scrutiny.
Security breaches in Trustmark’s internet and mobile banking activities (myTrustmark®) could further expose Trustmark to possible liability and reputational
risk. Any compromise in security could deter customers from using Trustmark’s internet and mobile banking services that involve the transmission of
confidential information. Trustmark relies on standard internet security systems to provide the security and authentication necessary to effect secure
transmission of data. However, these precautions may not protect Trustmark’s systems from compromise or breaches of security, which could result in
significant legal liability and significant damage to Trustmark’s reputation and business.
Trustmark relies upon certain third-party vendors to provide products and services necessary to maintain day-to-day operations. Accordingly, Trustmark’s
operations are exposed to the risk that these vendors might not perform in accordance with applicable contractual arrangements or service level agreements or
that the security of the third-party vendors’ computer systems, software and networks may be vulnerable to compromises that could impact information system
security. Trustmark maintains a system of policies and procedures designed to monitor vendor risks. While Trustmark believes these policies and procedures
effectively mitigate risk, the failure of an external vendor to perform in accordance with applicable contractual arrangements or service level agreements or any
compromise in the security of an external vendor’s information systems could be disruptive to Trustmark’s operations, which could have a material adverse
effect on its financial condition or results of operations.
As of the date of this Annual Report on Form 10-K, Trustmark has seen no material adverse impact on its business or operations from cyber-attacks or events.
Trustmark's customers, employees and third parties that it does business with have been, and will continue to be, targeted by parties using fraudulent e-mails and
other communications in attempts to misappropriate passwords, bank account information or other personal information or to introduce viruses or other malware
programs to its information systems, the information systems of its merchants or third-party service providers and/or its customers' personal devices, which are
beyond Trustmark's security control systems. Though Trustmark endeavors to mitigate these threats through product improvements, use of encryption and
authentication technology and customer and employee education, such cyber-attacks against Trustmark, its merchants, third-party service providers and
customers remain a serious issue and have been successful in the past.
Although Trustmark makes significant efforts to maintain the security and integrity of its information systems and has implemented various measures to manage
the risks of a security breach or disruption, there can be no assurance that its security efforts and measures will be effective or that attempted security breaches
or disruptions would not be successful or damaging. Even well protected information, networks, systems and facilities remain potentially vulnerable to
attempted security breaches or disruptions because the techniques used in such attempts are constantly evolving and generally are not recognized until launched
against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, Trustmark may be unable to anticipate these
techniques or to implement adequate security barriers or other preventative measures, and thus it is virtually impossible for Trustmark to entirely mitigate this
risk. Furthermore, in the event of a cyber-attack, Trustmark may be delayed in identifying or responding to the attack, which could increase the negative impact
of the cyber-attack on its business, financial condition and results of operations. A security breach or other significant disruption of Trustmark's information
systems or those related to its customers, merchants or third-party vendors, including as a result of cyber-attacks, could (i) disrupt the proper functioning of its
networks and systems and therefore its operations and/or those of its customers; (ii) result in the unauthorized access to, and destruction, loss, theft,
misappropriation or release of confidential, sensitive or otherwise valuable information of Trustmark or its customers; (iii) result in a violation of applicable
privacy, data breach and other laws, subjecting Trustmark to additional regulatory scrutiny and exposing it to civil litigation, enforcement actions, governmental
fines and possible financial liability; (iv) require significant management attention and resources to remedy the damages that result; or (v) harm Trustmark's
reputation or cause a decrease in the number of customers that choose to do business with
26
Trustmark. The occurrence of any of the foregoing could have a material adverse effect on Trustmark's business, financial condition and results of operations.
Trustmark must utilize new technologies to deliver its products and services, which could require significant resources and expose Trustmark to additional
risks, including cyber-security risks.
In order to deliver new products and services and to improve the productivity of existing products and services, the banking industry relies on rapidly evolving
technologies. Trustmark continues to invest in technology to facilitate the ability of its customers to engage in financial transactions, and otherwise enhance the
customer experience with respect to its products and services. Trustmark’s ability to effectively utilize new technologies to address customer needs and create
operating efficiencies could materially affect future prospects. Management cannot provide any assurances that Trustmark will be successful in utilizing such
new technologies. Incorporation of new products and services, such as internet and mobile banking services, may require significant resources and expose
Trustmark to additional risks, including cyber-security risks.
Trustmark’s controls and procedures may fail or be circumvented.
Trustmark’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures are based in part on assumptions, and can
provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of Trustmark’s controls and
procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on Trustmark’s business, financial
condition and results of operations.
Trustmark may be subject to increased claims and litigation, which could result in legal liability and reputational damage.
Trustmark has been named from time to time as a defendant in litigation relating to its businesses and activities. Litigation may include claims for substantial
compensatory or punitive damages or claims for indeterminate amounts of damages.
In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories,
collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or
contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty
owed to the borrower or its other creditors or shareholders. Substantial legal liability against Trustmark, including its subsidiaries, could materially adversely
affect Trustmark’s business, financial condition or results of operations, or cause significant harm to its reputation.
Damage to Trustmark’s reputation could have a significant negative impact on Trustmark’s business.
Trustmark’s ability to attract and retain customers, clients, investors, and highly-skilled management and employees is affected by its reputation. Significant
harm to Trustmark’s reputation can also arise from other sources, including employee misconduct, actual or perceived unethical or illegal behavior, litigation or
regulatory outcomes, failing to deliver minimum or required standards of service and quality, compliance failures, disclosure of confidential information,
significant or numerous failures, interruptions or breaches of its information systems and the activities of its clients, customers and counterparties, including
vendors. Actions by the financial services industry generally or by certain members or individuals in the industry may have a significant adverse effect on
Trustmark’s reputation. Trustmark could also suffer significant reputational harm if it fails to properly identify and manage potential conflicts of interest.
Management of potential conflicts of interests has become increasingly complex as Trustmark expands its business activities through more numerous
transactions, obligations and interests with and among its clients. The actual or perceived failure to adequately address conflicts of interest could affect the
willingness of clients to deal with Trustmark, which could adversely affect Trustmark’s businesses.
Risk Related to Acquisition Activity
Potential acquisitions by Trustmark may disrupt Trustmark’s business and dilute shareholder value.
Trustmark continuously monitors the market for merger or acquisition opportunities and, depending upon business and other considerations, may elect to pursue
one or more such opportunities in the future. Any such merger or acquisition candidate would need to have a similar culture to Trustmark, have experienced
management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale or
expanded services. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including: potential exposure
to unknown or contingent liabilities of the target company, exposure to potential asset quality issues of the target company, difficulty and expense of integrating
the operations and personnel of the target company, potential disruption to Trustmark’s business, potential diversion of Trustmark’s Management’s time and
attention, the possible loss of key employees and customers of the target company, difficulty in estimating the value of the target company and potential changes
in banking or tax laws or regulations that may affect the target company. Acquisitions
27
may involve the payment of a premium over book and market values, and, therefore, some dilution of Trustmark’s tangible book value and net income per share
of common stock may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue projections, cost savings, increases
in geographic or product presence, and/or other projected benefits from an acquisition could have a material adverse effect on Trustmark’s financial condition or
results of operations.
General Risk Factors
The stock price of financial institutions, like Trustmark, can be volatile.
The volatility in the stock prices of companies in the financial services industry, such as Trustmark, may make it more difficult for shareholders to resell
Trustmark common stock at attractive prices in a timely manner. Trustmark’s stock price can fluctuate significantly in response to a variety of factors, including
factors affecting the financial industry as a whole, such as the bank failures in March 2023. The factors affecting financial stocks generally and Trustmark’s
stock price in particular include:
•
actual or anticipated variations in earnings;
•
changes in analysts’ recommendations or projections;
•
operating and stock performance of other companies deemed to be peers;
•
perception in the marketplace regarding Trustmark, its competitors and/or the industry as a whole;
•
significant acquisitions or business combinations involving Trustmark or its competitors;
•
provisions in Trustmark’s by-laws and articles of incorporation that may discourage takeover attempts, which may make Trustmark less attractive
to a potential purchaser;
•
changes in government regulation;
•
failure to integrate acquisitions or realize anticipated benefits from acquisitions; and
•
volatility affecting the financial markets in general.
General market fluctuations, the potential for breakdowns on electronic trading or other platforms for executing securities transactions, industry factors and
general economic and political conditions could also cause Trustmark’s stock price to decrease regardless of operating results.
Changes in accounting standards may affect how Trustmark reports its financial condition and results of operations.
Trustmark’s accounting policies and methods are fundamental to how Trustmark records and reports its financial condition and results of operations. From time
to time, the FASB changes the financial accounting and reporting standards that govern the preparation of Trustmark’s financial statements. The most recent
economic recession resulted in increased scrutiny of accounting standards by regulators and legislators, particularly as they relate to fair value accounting
principles. In addition, ongoing efforts to achieve convergence between generally accepted accounting principles (GAAP) and International Financial Reporting
Standards may result in changes to GAAP. Any such changes can be difficult to predict and can materially affect how Trustmark records and reports its
financial condition or results of operations. For additional details regarding recently adopted and pending accounting pronouncements, see Note 1 – Significant
Accounting Policies included in Part II. Item 8. - Financial Statements and Supplementary Data of this report.
Trustmark may not be able to attract or retain key employees.
Trustmark’s success depends substantially on its ability to attract and retain skilled, experienced personnel. Competition for qualified candidates in the activities
and markets that Trustmark serves is intense. While Trustmark invests significantly in the training and development of its employees, it is possible that
Trustmark may not be able to retain key employees. If Trustmark were unable to retain its most qualified employees, its performance and competitive
positioning could be materially adversely affected.
Natural disasters, such as hurricanes, could have a significant negative impact on Trustmark’s business.
Many of Trustmark’s loans are secured by property or are made to businesses in or near the Gulf Coast regions of Alabama, Florida, Mississippi and Texas,
which are often in the path of seasonal hurricanes. Natural disasters, such as hurricanes, could have a significant negative impact on the stability of Trustmark’s
deposit base, the ability of borrowers to repay outstanding loans and the value of collateral securing loans, and could cause Trustmark to incur material
additional expenses. Although Management has established disaster recovery policies and procedures, the occurrence of a natural disaster, especially if any
applicable insurance coverage is not adequate to
28
enable Trustmark’s borrowers to recover from the effects of the event, could have a material adverse effect on Trustmark’s financial condition or results of
operations.
Expectations around Environmental, Social and Governance (ESG) practices as well as climate change and related legislative and regulatory initiatives could
adversely affect Trustmark’s business and results of operations, including indirectly through impact to its customers.
Companies are facing increased scrutiny from customers, regulators and other stakeholders with respect to their ESG practices and disclosures. Institutional
investors, and investor advocacy groups, in particular, are increasingly focused on these matters and expectations in many of these areas can vary widely. In
addition, increased ESG related compliance costs could result in increases to Trustmark’s overall operational costs. Failure to adapt to or comply with
regulatory requirements or investor or stakeholder expectations and standards, and fluctuations in these standards, could negatively impact Trustmark’s
reputation, ability to do business with certain partners and its stock price. New government regulations could also result in new or more stringent forms of ESG
oversight and expanding mandatory and voluntary reporting, diligence and disclosure.
In addition to regulatory and investor expectations on environmental matters in general, the current and anticipated effects of climate change are creating an
increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. In
recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse
gas emissions. The United States Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous
legislative and regulatory initiatives seeking to mitigate the effects of climate change. These agreements and measures may result in the imposition of taxes and
fees, the required purchase of emission credits and the implementation of significant operational changes, each of which may require businesses to expend
significant capital and incur compliance, operating, maintenance and remediation costs. Consumers and businesses also may change their behavior on their own
as a result of these concerns.
It is not possible to predict how climate change may impact Trustmark’s financial condition and operations; however, Trustmark operates in areas where its
business and the activities of its customers could be impacted by the effects of climate change. The effects of climate change may include increased frequency
or severity of weather-related events, such as severe storms, hurricanes, flooding and droughts and rising sea levels. These effects can disrupt business
operations, damage property, devalue assets and change customer and business preferences, which may adversely affect borrowers, increase credit risk and
reduce demand for Trustmark’s products and services. Trustmark and its customers will need to respond to new laws and regulations as well as consumer and
business preferences resulting from climate change concerns. Trustmark and its customers may face cost increases, asset value reductions, operating process
changes and the like. The impact to Trustmark’s customers will likely vary depending on their specific attributes, including reliance on or role in carbon
intensive activities. In addition, Trustmark could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans.
Trustmark’s efforts to take these risks into account may not be effective in protecting it from the negative impact of new laws and regulations or changes in
consumer or business behavior and could have a material adverse effect on Trustmark’s financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
Trustmark recognizes the critical importance of identifying, assessing and managing material risks from cybersecurity threats. Trustmark is committed to
implementing and maintaining a comprehensive information security program to manage such risks and safeguard its systems and data.
Trustmark’s Board of Directors has ultimate oversight of cybersecurity-related risks and it is assisted in this role by the Enterprise Risk Committee and the
Audit Committee. Processes for identifying, assessing and managing cybersecurity-related risks are integrated into Trustmark’s overall enterprise risk
management process, which is overseen by the Enterprise Risk Committee. The Enterprise Risk Committee is responsible for monitoring risks that are being
taken by Trustmark, understanding the enterprise-wide effect of those risks and reporting such risks to the Board. In fulfilling this role, the Enterprise Risk
Committee has primary oversight responsibility over management’s efforts to manage and mitigate cybersecurity-related risk and reviews and approves
Trustmark’s cybersecurity strategy for protecting Trustmark’s information assets and technology platforms. The Audit Committee oversees Trustmark’s
Internal Audit Department, which conducts reviews and assessments related to information security. Management provides periodic reports to the Enterprise
Risk Committee and the Audit Committee, both of which provide reports of their meetings to the full Board. These reports to the Board and its Committees
address the threat environment, vulnerability assessments, specific cyber incidents and management’s efforts to monitor, detect and prevent cyber threats.
29
Trustmark’s information security program is primarily administered at the management level by the Information Security Department, which is led by
Trustmark’s Chief Information Security Officer (CISO), and is supported by the Information Technology Department, which is led by Trustmark’s Chief
Information Officer (CIO). The CISO reports to the CIO, who in turn reports to Trustmark’s Chief Credit and Operations Officer. Trustmark’s Information
Security Department is responsible for day-to-day management of Trustmark’s information security program, including data loss prevention, access control,
threat monitoring, incident response, insider threat monitoring and employee education and training. The Information Security Department also maintains
policies related to cybersecurity and data security that provide the required governance for the information security program. Additionally, Trustmark’s
Information Technology Department maintains policies that govern technical aspects of Trustmark’s information security program. Each policy is reviewed and
approved by the Enterprise Risk Committee at least every three years and is mapped to applicable regulatory guidance. The Cybersecurity Operations team
within the Information Technology Department maintains and runs Trustmark’s security operations center and is responsible for cybersecurity event
management and maintaining security tooling. Trustmark also maintains an Information Security / Cybersecurity Management Committee, which is comprised
of representatives from the Information Security, Information Technology, Enterprise Risk, Corporate Security, Internal Audit and Legal departments and
members of executive management. This committee meets quarterly to discuss and review Trustmark’s information security program and receives qualitative
and quantitative update reports from the Information Security Department, Internal Audit Department and Information Technology Department.
Trustmark engages third party assessors, consultants and auditors in connection with its information security program, including to conduct external penetration
testing, independent audits and risk assessments. Trustmark also utilizes third party service providers in the ordinary course of business. The Information
Security Department performs information security assessments for third party service providers that store or process Trustmark confidential data. These
information security assessments include a review of any systems and organization control reports, proof of the vendor’s independent testing of their data
protection controls, as well as a review of any exceptions noted and assessment of management responses, results of vulnerability and penetration testing,
incident response processes and third party data protection controls (which can include, but is not limited to: access reviews and controls, backups, monitoring,
encryption standards and disaster recovery). The review of these areas is taken into account in order to provide an overall information security conclusion and
risk rating for the vendor.
As a regulated financial institution, Trustmark is also subject to financial privacy laws and its cybersecurity practices are subject to oversight by the federal
banking agencies. For additional information, see “Supervision and Regulation – Financial Privacy Laws and Cybersecurity” included in Part I. Item 1 –
Business of this report.
Although Trustmark has not, as of the date of this Annual Report on Form 10-K, experienced a cybersecurity threat or incident that materially affected its
business strategy, results of operations or financial condition, there can be no guarantee that Trustmark will not experience such an incident in the future. For
additional information regarding the risk Trustmark faces from cybersecurity threats, please see the risk factors titled “Trustmark may experience disruptions of
its operating systems or breaches in its information system security” and “Trustmark must utilize new technologies to deliver its products and services, which
could require significant resources and expose Trustmark to additional risks, including cyber-security risks” included in Part I. Item 1A. – Risk Factors of this
report.
ITEM 2. PROPERTIES
Trustmark’s principal offices are housed in its main office building located in downtown Jackson, Mississippi and owned by TNB. Trustmark’s main office
building is primarily allocated for bank use with a small portion available for occupancy by tenants on a lease basis, although such incidental leasing activity is
not material to Trustmark’s operations. At December 31, 2024, Trustmark, through TNB, operated 163 full-service branches, 7 limited-service branches and an
automated teller machine (ATM) network, which included 122 ATMs and 136 ITMs at its branches and other locations. In addition, Trustmark operated 8
offices in various locations providing mortgage banking, wealth management and/or corporate lending services. Trustmark leases 28 of its branch and other
office locations with the remainder being owned. Trustmark believes its properties are suitable and adequate to operate its financial services business.
ITEM 3. LEGAL PROCEEDINGS
Information required in this section is set forth under the heading “Legal Proceedings” of Note 17 – Commitments and Contingencies in Part II. Item 8. –
Financial Statements and Supplementary Data of this report.
In accordance FASB ASC Subtopic 450-20, “Loss Contingencies,” Trustmark will establish an accrued liability for litigation matters when those matters present
loss contingencies that are both probable and reasonably estimable. At the present time, Trustmark believes, based on its evaluation and the advice of legal
counsel, that a loss in any currently pending legal proceeding is not probable and reasonably estimable. All matters will continue to be monitored for further
developments that would make such loss contingency both probable and reasonably estimable. In view of the inherent difficulty of predicting the outcome of
legal proceedings, Trustmark cannot predict the eventual outcomes of the currently pending matters or the timing of their ultimate resolution. Management
currently believes,
30
however, based upon the advice of legal counsel and Management’s evaluation and after taking into account its current insurance coverage, that the legal
proceedings currently pending should not have a material adverse effect on Trustmark’s consolidated financial condition.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Common Stock Prices and Dividends
Trustmark’s common stock is listed on the Nasdaq Stock Market and is traded under the symbol “TRMK.”
Trustmark paid quarterly cash dividends to shareholders of $0.23 per share, or $0.92 per share annually, in 2024. As a component of return to common
shareholders, Trustmark intends to pay cash dividends when corporate financial performance and capital strength allow it to do so. All dividend payments must
be approved and declared by the Board of Directors of Trustmark and are required to be in compliance with all applicable laws and regulations.
At January 31, 2025, there were approximately 2,784 registered shareholders of record and approximately 22,642 beneficial account holders of shares in
nominee name of Trustmark’s common stock. Other information required by this item can be found in Note 18 - Shareholders’ Equity included in Part II. Item
8. - Financial Statements and Supplementary Data of this report.
Stock Repurchase Program
On December 7, 2021, the Board of Directors of Trustmark authorized a stock repurchase program, effective January 1, 2022, under which $100.0 million of
Trustmark’s outstanding common stock could be acquired through December 31, 2022. Under this authority, Trustmark repurchased approximately 789
thousand shares of its common stock value at $24.6 million during 2022.
On December 6, 2022, the Board of Directors of Trustmark authorized a stock repurchase program, effective January 1, 2023, under which $50.0 million of
Trustmark's outstanding common stock could be acquired through December 31, 2023. No shares were repurchased under this authority.
On December 5, 2023, the Board of Directors of Trustmark authorized a stock repurchase program, effective January 1, 2024, under which $50.0 million of
Trustmark's outstanding common stock could be acquired through December 31, 2024. Under this authority, Trustmark repurchased approximately 203
thousand shares of its common stock valued at $7.5 million during the twelve months ended December 31, 2024.
The following table sets forth information regarding purchases of shares of Trustmark common stock by Trustmark or on Trustmark’s behalf during the three
months ended December 31, 2024 (amounts in thousands, except share and per share data):
Period
Total Number of Shares
Purchased
Average Price Paid Per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plan
Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the Plan
at the End of the Period
October 1, 2024 to October 31, 2024
50,831
$
34.98
50,831
$
48,222
November 1, 2024 to November 30, 2024
124,207
37.35
124,207
43,583
December 1, 2024 to December 31, 2024
28,115
38.46
28,115
—
Total
203,153
203,153
On December 3, 2024, Trustmark’s Board of Directors authorized a stock repurchase program effective January 1, 2025, under which $100.0 million of
Trustmark’s outstanding shares may be acquired through December 31, 2025. The repurchase program, which is subject to market conditions and management
discretion, will be implemented through open market repurchases or privately negotiated transactions. Under this authority, Trustmark repurchased
approximately 243 thousand shares of its common stock valued at $8.5 million during January 2025.
31
Performance Graph
The following graph compares Trustmark’s annual percentage change in cumulative total return on common shares over the past five years with the cumulative
total return of companies comprising the Nasdaq market value index and the S&P 500 – Regional Banks index. The S&P 500 – Regional Banks index is an
industry index published by S&P Dow Jones Indices, a division of S&P Global, and is comprised of stock in the S&P Total Market Index that are classified in
the Global Industry Classification Standard regional banks sub-industry. This presentation assumes that $100 was invested in shares of the relevant issuers on
December 31, 2019, and that dividends received were immediately invested in additional shares. The graph plots the value of the initial $100 investment at one-
year intervals for the fiscal years shown.
Company
2019
2020
2021
2022
2023
2024
Trustmark
$
100.00 $
82.09 $
100.46 $
111.18 $
92.28 $
120.51
NASDAQ Composite-Total Return
100.00
144.92
177.06
119.45
172.77
223.87
S&P 500 - Regional Banks
100.00
95.47
134.16
99.93
78.33
102.05
Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2025.
Index Data: Copyright NASDAQ OMX, Inc. Used with permission. All rights reserved.
Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
ITEM 6. SELECTED FINANCIAL DATA
The following unaudited consolidated financial data is derived from Trustmark’s audited financial statements as of and for the three years ended December 31,
2024 ($ in thousands, except per share data). The data should be read in conjunction with Part II. Item 7. - Management’s Discussion and Analysis of Financial
Condition and Results of Operations and Item 8. – Financial Statements and Supplementary Data.
Trustmark completed the sale of Fisher Brown Bottrell Insurance, Inc., (FBBI), a wholly owned subsidiary of TNB, during the second quarter of 2024. As such,
financial results presented in the table below for the years ended December 31, 2024, 2023 and 2022, consist of both continuing and discontinued operations.
The discontinued operations include the financial results of FBBI prior to the sale as well as the net gain on the sale. For additional information regarding
discontinued operations, please see Note 2 – Discontinued Operations set forth in Part II. Item 8. – Financial Statements and Supplementary Data of this report.
32
Years Ended December 31,
2024
2023
2022
Consolidated Statements of Income (Loss)
Total interest income
$
960,330
$
878,832
$
541,833
Total interest expense
375,909
325,954
47,125
Net interest income
584,421
552,878
494,708
Provision for credit losses (PCL), LHFI
37,287
27,362
21,677
PCL, LHFI sale of 1-4 family mortgage loans
8,633
—
—
PCL, off-balance sheet credit exposures
(4,665 )
(2,781 )
1,215
Noninterest income (loss)
(23,419 )
148,433
151,422
Noninterest expense
485,690
495,696
564,133
Income (loss) from continuing operations before income taxes
34,057
181,034
59,105
Income taxes from continuing operations
(11,153 )
27,744
(1,813 )
Income (loss) from continuing operations
45,210
153,290
60,918
Income from discontinued operations before income taxes
237,152
16,302
14,642
Income taxes from discontinued operations
59,353
4,103
3,673
Income from discontinued operations
177,799
12,199
10,969
Net Income
$
223,009 $
165,489 $
71,887
Total Revenue (1)
$
561,002 $
701,311 $
646,130
Per Share Data (2)
Basic earnings (loss) per share (EPS) from continuing operations
$
0.74 $
2.51 $
0.99
Basic EPS from discontinued operations
$
2.91 $
0.20 $
0.18
Basic EPS - total
$
3.65 $
2.71 $
1.17
Diluted EPS from continuing operations
$
0.74 $
2.50 $
0.99
Diluted EPS from discontinued operations
$
2.90 $
0.20 $
0.18
Diluted EPS - total
$
3.63 $
2.70 $
1.17
Cash dividends per share
$
0.92 $
0.92 $
0.92
Performance Ratios
Return on average equity
12.22 %
10.54 %
4.48 %
Return on average equity from continuing operations
2.48 %
9.76 %
3.80 %
Return on average tangible equity
15.20 %
14.04 %
6.00 %
Return on average tangible equity from continuing operations
3.04 %
12.43 %
4.86 %
Return on average assets
1.20 %
0.89 %
0.41 %
Return on average assets from continuing operations
0.24 %
0.82 %
0.35 %
Average equity / average assets
9.84 %
8.41 %
9.18 %
Net interest margin (fully taxable equivalent)
3.51 %
3.32 %
3.17 %
Dividend payout ratio
25.21 %
33.95 %
78.63 %
Dividend payout ratio from continuing operations
124.32 %
36.65 %
92.93 %
Credit Quality Ratios
Net charge-offs (recoveries) (excl sale of 1-4 family mortgage loans) /
average loans
0.12 %
0.06 %
0.01 %
PCL, LHFI (excl PCL, LHFI sale of 1-4 family mortgage loans) / average loans
0.28 %
0.21 %
0.19 %
Nonaccrual LHFI / (LHFI + LHFS)
0.60 %
0.76 %
0.53 %
Nonperforming assets / (LHFI + LHFS) plus other real estate
0.65 %
0.81 %
0.55 %
Allowance for credit losses (ACL), LHFI / LHFI
1.22 %
1.08 %
0.99 %
(1)
Consistent with Trustmark’s audited financial statements, total revenue is defined as net interest income plus noninterest income (loss).
(2)
Due to rounding, EPS from continuing operations and discontinued operations may not sum to EPS from net income.
33
December 31,
2024
2023
2022
Consolidated Balance Sheets
Total assets
$
18,152,422
$
18,722,189
$
18,015,478
Securities
3,027,919
3,189,157
3,518,596
Total loans (LHFI + LHFS)
13,290,249
13,135,336
12,339,265
Deposits
15,108,175
15,569,763
14,437,648
Total shareholders' equity
1,962,327
1,661,847
1,492,268
Stock Performance
Market value - close
$
35.37 $
27.88 $
34.91
Book value
32.17
27.21
24.47
Tangible book value
26.68
20.87
18.11
Capital Ratios
Total equity / total assets
10.81 %
8.88 %
8.28 %
Tangible equity / tangible assets
9.13 %
7.22 %
6.54 %
Tangible equity / risk-weighted assets
10.86 %
8.76 %
7.97 %
Tier 1 leverage ratio
9.99 %
8.62 %
8.47 %
Common equity tier 1 risk-based capital ratio
11.54 %
10.04 %
9.74 %
Tier 1 risk-based capital ratio
11.94 %
10.44 %
10.15 %
Total risk-based capital ratio
13.97 %
12.29 %
11.91 %
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following provides a narrative discussion and analysis of Trustmark’s financial condition and results of operations. This discussion should be read in
conjunction with the consolidated financial statements and the supplemental financial data included in Part II. Item 8. – Financial Statements and Supplementary
Data of this report. Discussion and analysis of Trustmark’s financial condition and results of operations for the years ended December 31, 2023 and 2022 are
included in the respective sections within Part II. Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Trustmark’s Annual Report filed on Form 10-K for the year ended December 31, 2023.
Executive Overview
Trustmark has been committed to meeting the banking and financial needs of its customers and communities for over 130 years and remains focused on
providing support, advice and solutions to its customers' unique needs. Trustmark completed the following significant non-routine transactions during the
second quarter of 2024:
•
On May 31, 2024, TNB closed the sale of its wholly owned subsidiary, FBBI, to Marsh & McLennan Agency LLC, consistent with the terms as
previously announced on April 23, 2024. Trustmark recognized a net gain on the sale of $228.3 million ($171.2 million, net of taxes) in income
from discontinued operations. The operations of FBBI prior to the sale are included in income from discontinued operations for the current and
prior periods.
•
Trustmark restructured its investment securities portfolio by selling $1.561 billion of available for sale securities with an average yield of 1.36%,
which generated a loss of $182.8 million ($137.1 million, net of taxes) and was recorded to noninterest income (loss) in securities gains (losses),
net. Trustmark also purchased $1.378 billion of available for sale securities with an average yield of 4.85%.
•
Trustmark sold a portfolio of 1-4 family mortgage loans that were at least three payments delinquent and/or nonaccrual at the time of selection
totaling $56.2 million, which resulted in a loss of $13.4 million ($10.1 million, net of taxes). The portion of the loss related to credit totaled $8.6
million ($6.5 million, net of taxes) and was recorded as adjustments to charge-offs and the PCL, LHFI. The noncredit-related portion of the loss
totaled $4.8 million ($3.6 million, net of taxes) and was recorded to noninterest income (loss) in other, net.
•
On April 8, 2024, Visa commenced an initial exchange offer expiring on May 3, 2024, for any and all outstanding shares of Visa Class B-1
common stock (Visa B-1 shares). Holders participating in the exchange offer would receive a combination of Visa Class B-2 common stock
(Visa B-2 shares) and Visa Class C common stock (Visa C shares) in exchange for Visa B-1 shares that were validly tendered and accepted for
exchange by Visa. TNB tendered its 38.7 thousand Visa B-1 shares,
34
which were accepted by Visa. In exchange for each Visa B-1 share that was validly tendered and accepted for exchange by Visa, TNB received
50.0% of a newly issued Visa B-2 share and newly issued Visa C shares equivalent in value to 50.0% of a Visa B-1 share. The Visa C shares that
were received by TNB were recognized at fair value, which resulted in a gain of $8.1 million ($6.0 million, net of taxes) and was recorded to
noninterest income (loss) in other, net during the second quarter of 2024. During the third quarter of 2024, TNB sold all of the Visa C shares for
approximately the same carrying value as of June 30, 2024. The Visa B-2 shares were recorded at their nominal carrying value.
In addition to these significant non-routine transactions, Trustmark's financial results for 2024 reflected continued growth in LHFI, an increase in noninterest
income and disciplined expense management. Please see the section captioned "Non-GAAP Financial Measures" for additional information regarding the
significant non-routine transactions. Trustmark’s capital position remained solid, reflecting the consistent profitability of its diversified financial services
businesses.
These accomplishments are the result of focused efforts to enhance Trustmark's long-term performance and competitiveness. Trustmark continues to implement
technology and streamline processes to enhance its ability to grow and serve customers. Trustmark is well-positioned to compete in changing economic
conditions and create long-term value for its shareholders. The Board of Directors of Trustmark announced a 4.3% increase in its regular quarterly cash
dividend to $0.24 per share from $0.23 per share. The dividend is payable March 15, 2025, to shareholders of record on March 1, 2025.
Financial Highlights
Trustmark reported net income of $56.3 million, or basic and diluted EPS of $0.92, for the fourth quarter of 2024, compared to a net income of $36.1 million, or
basic and diluted EPS of $0.59, in the fourth quarter of 2023. Trustmark’s reported performance during the quarter ended December 31, 2024, produced a return
on average tangible equity of 13.68%, a return on average assets of 1.23%, an average equity to average assets ratio of 10.82% and a dividend payout ratio of
25.00%, compared to a return on average tangible equity of 11.92%, a return on average assets of 0.77%, an average equity to average assets ratio of 8.51% and
a dividend payout ratio of 38.98% during the quarter ended December 31, 2023.
The increase in net income when the fourth quarter of 2024 is compared to the fourth quarter of 2023 was principally due to an increase in revenue. Revenue,
which is defined as net interest income plus noninterest income (loss), totaled $196.8 million for the quarter ended December 31, 2024 compared to $173.3
million for the quarter ended December 31, 2023, an increase of $23.5 million, or 13.5%. The increase in total revenue for the fourth quarter of 2024 compared
to the same time period in 2023 resulted from an increase in net interest income, principally due to declines in total interest expense as well as an increase in
interest on securities-taxable partially offset by a decline in other interest income, and an increase in noninterest income (loss), principally due to increases in
mortgage banking, net and other, net.
Net interest income for the fourth quarter of 2024 totaled $155.8 million, an increase of $19.1 million, or 14.0%, when compared to the fourth quarter of 2023.
Interest income totaled $239.7 million for the fourth quarter of 2024, an increase of $6.9 million, or 2.9%, when compared to the same time period in 2023,
principally due to an increase in interest on securities-taxable primarily due to the restructuring of the available for sale securities portfolio during the second
quarter of 2024, partially offset by a decline in other interest income primarily due to declines in both the balance held at the FRBA and the rate paid by the
FRBA on reserves. Interest expense totaled $83.9 million for the fourth quarter of 2024, a decrease of $12.2 million, or 12.7%, when compared to the same time
period in 2023, reflecting declines in interest on deposits, interest on federal funds purchased and securities sold under repurchase agreements (repurchase
agreements) and other interest expense. Interest expense on deposits totaled $75.9 million for the fourth quarter of 2024, a decline of $4.9 million, or 6.1%,
when compared to the fourth quarter of 2023 primarily due to declines in interest expense on all categories of interest checking accounts and money market
demand deposit accounts (MMDA) as well as a decline in interest expense on brokered certificates of deposits (CDs), partially offset by an increase in interest
expense on personal CDs. Interest expense on federal funds purchased and repurchase agreements totaled $4.0 million for the fourth quarter of 2024, a decrease
of $1.3 million, or 24.5%, when compared to the fourth quarter of 2023 primarily due to a decline in interest expense on federal funds purchased, reflecting a
decline in the amount of upstream federal funds purchased and declines by the FRB in the target federal funds rate. Other interest expense totaled $3.9 million
for the fourth quarter of 2024, a decrease of $6.0 million, or 60.6%, when compared to the same time period in 2023 primarily due to a decline in interest
expense on FHLB advances as a result of a decline in the amount of outstanding short-term FHLB advances with the FHLB of Dallas.
Noninterest income (loss) for the fourth quarter of 2024 totaled $41.0 million, an increase of $4.3 million, or 11.9%, when compared to the fourth quarter of
2023, principally due to increases in mortgage banking, net and other, net. Mortgage banking, net totaled $7.4 million for the fourth quarter of 2024, an increase
of $1.9 million, or 33.9%, when compared to the same time period in 2023, principally due to a decline in the net negative hedge ineffectiveness and an increase
in the gain on sales of loans, net. Other, net totaled $4.3 million for the fourth quarter of 2024, an increase of $1.7 million, or 66.8%, when compared to the
same time period in 2023, principally due to an increase in other miscellaneous income.
35
Noninterest expense for the fourth quarter of 2024 totaled $124.4 million, a decrease of $1.8 million, or 1.4%, when compared to the fourth quarter of 2023,
principally due to declines in services and fees and other expense. Services and fees totaled $26.7 million for the fourth quarter of 2024, a decrease of $786
thousand, or 2.9%, when compared to the fourth quarter of 2023 primarily due to declines in outside services and fees partially offset by increase in data
processing expenses related to software and business process outsourcing expenses. Other expense totaled $15.1 million for the fourth quarter of 2024, a
decrease of $678 thousand, or 4.3%, when compared to the same time period in 2023, principally due to declines in other miscellaneous expenses.
Trustmark’s PCL, LHFI for the three months ended December 31, 2024 totaled $7.0 million compared to $7.6 million for the three months ended December 31,
2023, a decrease of $625 thousand, or 8.2%. The PCL, LHFI for the fourth quarter of 2024 primarily reflected an increase in required reserves as a result of net
adjustments to the qualitative reserve factors and changes to the macroeconomic forecasts, partially offset by a decline in specific reserves for individually
analyzed LHFI. The PCL, off-balance sheet credit exposures totaled $502 thousand for the three months ended December 31, 2024 compared to a negative
$888 thousand for the three months ended December 31, 2023, an increase of $1.4 million. The PCL, off-balance sheet credit exposures for the fourth quarter of
2024 primarily reflected increases in required reserves as a result of credit migration and implementation of the External Factor - Credit Quality Review
qualitative factor as well as an increase in unfunded commitments, partially offset by a decline in required reserves as a result of changes in the total reserve
rate. Please see the section captioned “Provision for Credit Losses,” for additional information regarding the PCL on LHFI and off-balance sheet credit
exposures.
For the year ended December 31, 2024, Trustmark reported net income of $223.0 million, or basic and diluted EPS of $3.65 and $3.63, respectively, compared
to $165.5 million, or basic and diluted EPS of $2.71 and $2.70, respectively, for the year ended December 31, 2023 and $71.9 million, or basic and diluted EPS
of $1.17, for the year ended December 31, 2022. Trustmark’s reported performance for the year ended December 31, 2024, produced a return on average
tangible equity of 15.20%, a return on average assets of 1.20% and a dividend payout ratio of 25.21%, compared to a return on average tangible equity of
14.04%, a return on average assets of 0.89% and a dividend payout ratio of 33.95% for the year ended December 31, 2023 and a return on average tangible
equity of 6.00%, a return on average assets of 0.41% and a dividend payout ratio of 78.63% for the year ended December 31, 2022. Trustmark’s average equity
to average assets ratio was 9.84%, 8.41% and 9.18% for the years ended December 31, 2024, 2023 and 2022, respectively.
Trustmark completed the sale of FBBI during the second quarter of 2024. As such, financial results for the years ended December 31, 2024, 2023 and 2022,
consist of both continuing and discontinued operations. The discontinued operations include the financial results of FBBI prior to the sale as well as the net gain
on the sale. Trustmark reported net income from continuing operations of $45.2 million, $153.3 million and $60.9 million for the years ended December 31,
2024, 2023 and 2022, respectively. Trustmark's reported performance from continuing operations for the year ended December 31, 2024 produced a return on
average tangible equity of 3.04%, a return on average assets of 0.24% and a dividend payout ratio of 124.32%, compared to a return on average tangible equity
of 12.43%, a return on average assets of 0.82% and a dividend payout ratio of 36.65% for the year ended December 31, 2023, and a return on average tangible
equity of 4.86%, a return on average assets of 0.35% and a dividend payout ratio of 92.93%, for the year ended December 31, 2022. The decrease in net income
from continuing operations when 2024 is compared to 2023 was principally due to a decline in total revenue partially offset by a decrease in income taxes from
continuing operations. The increase in net income from continuing operations when 2023 is compared to 2022 was principally due to an increase in total
revenue and a decline in noninterest expense.
Revenue totaled $561.0 million for the year ended December 31, 2024, compared to $701.3 million and $646.1 million for the years ended December 31, 2023
and 2022, respectively, a decrease of $140.3 million, or 20.0%, and an increase of $55.2 million, or 8.5%, respectively. The decrease in total revenue for 2024
compared to 2023 was principally due to decline in noninterest income (loss), primarily as a result of the loss on the sale of available for sale securities partially
offset by increases in other, net and wealth management, and an increase in net interest income, primarily resulting from increases in interest and fees from
LHFS and LHFI and interest on securities as well as a decline in other interest expense, partially offset by an increase in interest expense on deposits and a
decrease in other interest income.
Net interest income for the year ended December 31, 2024 totaled $584.4 million, an increase of $31.5 million, or 5.7%, when compared to the year ended
December 31, 2023. Interest income totaled $960.3 million for the year ended December 31, 2024, an increase of $81.5 million, or 9.3%, when compared to the
year ended December 31, 2023, principally due to increases in interest and fees on LHFS and LHFI, primarily as a result of the higher interest rate environment
and loan growth, and interest on securities, primarily as a result of restructuring the securities portfolio during the second quarter of 2024, partially offset by a
decline in other interest income, primarily due to a decline in the balance held at the FRBA as well as a decline in dividend income from FHLB stock. Interest
expense totaled $375.9 million for the year ended December 31, 2024, an increase of $50.0 million, or 15.3%, when compared to the year ended December 31,
2023. The increase in interest expense when 2024 is compared to 2023 was principally due to an increase in interest on deposits primarily due to rising interest
rates, increased competition for deposits and higher average balances, partially offset by a decrease in other interest expense primarily due to a decrease in the
amount of short-term FHLB advances held throughout 2024.
36
Noninterest income (loss) for 2024 totaled a negative $23.4 million, a decrease of $171.9 million when compared to 2023, principally due to the $182.8 million
loss on the sale of the available for sale securities during the second quarter of 2024, partially offset by increases in other, net and wealth management. Other,
net totaled $17.8 million for 2024, an increase of $7.6 million, or 74.1%, when compared to 2023, principally due to the $8.1 million Visa C shares fair value
adjustment during the second quarter of 2024 as well as an increase in cash management service fees and other miscellaneous income, partially offset by the
$4.8 million noncredit-related loss on the sale of 1-4 family mortgage loans recorded during the second quarter of 2024. Wealth management totaled $37.3
million for 2024, an increase of $2.2 million, or 6.2%, when compared to 2023, principally due to increases in brokerage asset management fees and
commissions as well as income from annuity services.
Noninterest expense totaled $485.7 million for 2024, a decrease of $10.0 million, or 2.0%, when compared to 2023, principally due to the $6.5 million of
litigation settlement expense recorded during 2023 as well as declines in services and fees and salaries and employee benefits, partially offset by an increase in
other expense. Services and fees totaled $101.6 million for 2024, a decrease of $6.2 million, or 5.8%, when compared to 2023, principally due to declines in
outside services and fees, telephone expense and advertising expense, partially offset by increases in data processing charges related to software and business
process outsourcing fees. Salaries and employee benefits totaled $266.2 million for the year ended December 31, 2024, a decrease of $2.0 million, or 0.8%,
when compared to the year ended December 31, 2023, principally due to decreases in commission expense due to the decline in mortgage originations,
severance expense and medical insurance expense, partially offset by increases in salaries expense, primarily due to general merit increases, accrued
management performance incentives and stock compensation expense related to performance awards. Other expense totaled $63.8 million for 2024, an increase
of $5.0 million, or 8.6%, when compared to 2023, principally due to increases in FDIC assessment expense, primarily due to an increase in the assessment rate,
and other real estate write-downs, partially offset by declines in stationary and supplies and other miscellaneous expenses.
The PCL, LHFI for 2024 totaled $45.9 million and included an $8.6 million PCL, LHFI sale of 1-4 family mortgage loans for the credit-related portion of the
loss on the sale of the 1-4 family mortgage loans. The PCL, LHFI, excluding the PCL, LHFI sale of 1-4 family mortgage loans, for 2024 totaled $37.3 million
compared to $27.4 million for 2023, an increase of $9.9 million, or 36.3%. The PCL, LHFI, excluding the PCL, LHFI sale of 1-4 family mortgage loans, for
2024 primarily reflected an increase in required reserves as a result of credit migrations and other net changes in the qualitative reserve factors, loan growth,
changes in the macroeconomic forecast and an increase in specific reserves for individually analyzed credits. The PCL, off-balance sheet credit exposures
totaled a negative $4.7 million for 2024 compared to a negative $2.8 million for 2023, a decrease of $1.9 million, or 67.7%. The release in PCL, off-balance
sheet credit exposures for 2024 primarily reflected a decrease in required reserves as a result of changes in the total reserve rate coupled with a decrease in
unfunded commitments which was partially offset by an increase in required reserves as a result of implementing the Performance Trend and the External
Factor-Credit Quality Review qualitative reserve factors. Please see the section captioned “Provision for Credit Losses” for additional information regarding the
PCL on LHFI and off-balance sheet credit exposures.
LHFI totaled $13.090 billion at December 31, 2024, an increase of $139.4 million, or 1.1%, compared to December 31, 2023. The increase in LHFI during
2024 was primarily due to net growth in LHFI secured by real estate and other commercial loans and leases partially offset by net declines in commercial and
industrial LHFI and state and other political subdivision LHFI. For additional information regarding changes in LHFI and comparative balances by loan
category, see the section captioned “LHFI.”
At December 31, 2024, nonperforming assets totaled $86.0 million, a decrease of $20.8 million, or 19.5%, compared to December 31, 2023 principally due to a
decrease in nonaccrual LHFI. Total nonaccrual LHFI were $80.1 million at December 31, 2024, a decrease of $19.9 million, or 19.9%, relative to December 31,
2023, primarily as a result of the sale of 1-4 family mortgage loans during the second quarter of 2024 as well as the resolution of three large nonaccrual
commercial credits in the Texas and Alabama market regions, partially offset by mortgage loans placed on nonaccrual in the Mississippi market region and three
large commercial credits placed on nonaccrual in the Alabama and Texas market regions. Trustmark's mortgage loans are primarily included in the Mississippi
market region because these loans are centrally analyzed and approved as part of the mortgage line of business, which is located in Jackson, Mississippi. The
percentage of total loans (LHFS and LHFI) that are 30 days or more past due and nonaccrual LHFI decreased in 2024 to 1.62% compared to 1.69% in 2023.
Management has continued its practice of maintaining excess funding capacity to provide Trustmark with adequate liquidity for its ongoing operations. In this
regard, Trustmark benefits from its strong deposit base, its investment portfolio and its access to funding from a variety of external funding sources such as
upstream federal funds lines, FHLB advances and brokered deposits. See the section captioned “Capital Resources and Liquidity” for further discussion of the
components of Trustmark’s excess funding capacity.
Total deposits were $15.108 billion at December 31, 2024, a decrease of $461.6 million, or 3.0%, compared to December 31, 2023. During 2024, noninterest-
bearing deposits decreased $124.1 million, or 3.9%, primarily due to a decline in commercial demand deposit accounts. Interest-bearing deposits decreased
$337.5 million, or 2.7%, during 2024, primarily due to intentional declines in public interest checking accounts and brokered deposits as well as a decline in
consumer interest checking accounts, partially offset by growth in consumer MMDAs and commercial interest checking accounts and consumer CDs.
37
Federal funds purchased and repurchase agreements totaled $324.0 million at December 31, 2024 compared to $405.7 million at December 31, 2023, a decrease
of $81.7 million, or 20.1%, principally due to a decrease in upstream federal funds purchased. Trustmark had $285.0 million of upstream federal funds
purchased at December 31, 2024, compared to $370.0 million at December 31, 2023. Other borrowings totaled $301.5 million at December 31, 2024, a
decrease of $181.7 million, or 37.6%, when compared with $483.2 million at December 31, 2023, principally due to a decline in outstanding short-term FHLB
advances obtained from the FHLB of Dallas.
Critical Accounting Policies and Accounting Estimates
Trustmark’s consolidated financial statements are prepared in accordance with GAAP and follow general practices within the financial services industry.
Application of these accounting principles requires Management to make estimates, assumptions and judgments that affect the amounts reported in the
consolidated financial statements and accompanying notes. These estimates, assumptions and judgments are based on historical experience, current information
and other factors deemed relevant as of the date of the consolidated financial statements; accordingly, as this information changes, actual financial results could
differ from those estimates.
Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing
results that could be materially different than originally reported. An accounting estimate is considered critical if the accounting estimate requires Management
to make assumptions about matters with a significant level of uncertainty and if the accounting estimate, or changes to the accounting estimate that are
reasonably likely to occur from period to period, have had or are reasonable likely to have a material impact to the consolidated financial statements.
For additional information regarding the accounting policies discussed below, please see Note 1 – Significant Accounting Policies set forth in Part II. Item 8. –
Financial Statements and Supplementary Data of this report.
Allowance for Credit Losses
LHFI
The ACL, LHFI is a valuation account, calculated in accordance with FASB ASC Topic 326, that is deducted from the loans’ amortized cost basis to present the
net amount expected to be collected on the loans. The ACL, LHFI represents Management’s best estimate of current expected credit losses on Trustmark’s
existing LHFI portfolio considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual
term of the instrument. The ACL, LHFI is adjusted through the PCL, LHFI and reduced by the charge off of loan amounts, net of recoveries.
The credit loss estimation process involves procedures to appropriately consider the unique characteristics of Trustmark’s LHFI portfolio segments. These
segments are further disaggregated into loan classes, the level at which credit risk is estimated. When computing allowance levels, credit loss assumptions are
estimated using a model that categorizes loan pools based on loss history, delinquency status and other credit trends and risk characteristics, including current
conditions and reasonable and supportable forecasts about the future. Trustmark’s overall ACL methodology incorporates various qualitative factors, including
economic conditions and concentrations of credit, nature and volume of the portfolio, performance trends and external factors. The economic conditions and
concentrations of credit qualitative factor was created for the loans secured by NFNR properties and the loans secured by other real estate loan class, two of
Trustmark’s largest loan classes, to address changes in the economic conditions of metropolitan areas and apply additional pool level reserves based on third-
party market data and forecast trends. The performance trend qualitative reserve factor is utilized to incorporate changes in credit quality and is based on
migration analyses that allocate additional ACL to non-pass/delinquent loans within each loan pool. The nature and volume of the portfolio qualitative factor
applies to a sub-pool of the LHFI secured by 1-4 family residential properties and utilizes a weighted average remaining maturity (WARM) methodology that
uses industry data for the assumptions to support the qualitative adjustment. The external factors qualitative factor is Management’s best judgment on the loan
or pool level impact of all factors that affect the portfolio that are not accounted for using any other part of the ACL methodology. During the third quarter of
2024, Trustmark activated the External Factor – Credit Quality Review qualitative factor. This qualitative factor ensures reserve adequacy for collectively
evaluated commercial loans that may not have been identified and downgraded timely for various reasons. This qualitative factor population is all commercial
loans risk rated 1-5. These loans are then applied to the historical average of the Watch/Special Mention rated percentage. Then the balance of these loans are
applied additional reserves based on the same reserve rates utilized in the performance trends qualitative factor for Watch/Special Mention rated loans.
Evaluations of the portfolio and individual credits are inherently subjective, as they require estimates, assumptions and judgments as to the facts and
circumstances of particular situations. Determining the appropriateness of the ACL, LHFI is complex and requires judgment by Management about the effect of
matters that are inherently uncertain. While Management utilizes its best judgment and information available, the ultimate adequacy of Trustmark’s ACL, LHFI
is dependent upon a variety of factors beyond its controls, including the performance of the portfolios, the economy, changes in interest rates and the view of
regulatory authorities toward classification of assets. In future periods, evaluations of the overall LHFI portfolio, in light of the factors and forecasts then
prevailing,
38
may result in significant changes in the ACL and PCL for LHFI. Given the nature of many of the factors, forecasts and assumptions in the ACL methodology
for LHFI, it is not possible to provide meaningful estimates of the impact of any such potential change.
For a complete description of Trustmark’s ACL methodology for the LHFI portfolio, please see Note 5 – LHFI and ACL, LHFI included in Part II. Item 8. –
Financial Statements and Supplementary Data of this report.
Off-Balance Sheet Credit Exposures
Trustmark maintains a separate ACL on off-balance sheet credit exposures, including unfunded loan commitments and letters of credit, which are not
unconditionally cancellable. The ACL on off-balance sheet credit exposures is a liability account calculated in accordance with FASB ASC Topic 326 and
presented in the accompanying consolidated balance sheets. Adjustments to the ACL on off-balance sheet credit exposures are recorded to PCL, off-balance
sheet credit exposures.
Expected credit losses for off-balance sheet credit exposures are estimated by calculating a commitment usage factor over the contractual period for exposures
that are not unconditionally cancellable by Trustmark. Trustmark calculates a loan pool level unfunded amount for the period. In addition to the unfunded
balances, Trustmark uses a funding rate for loan pools that are considered open-ended. In order to mitigate volatility and incorporate historical experience in the
funding rate, Trustmark uses a twelve-quarter moving average. For the closed-ended loan pools, Trustmark takes a conservative approach and uses a 100%
funding rate. The expected funding rate is applied to each pool’s unfunded commitment balances to ensure that reserves will be applied to each pool based upon
balances expected to be funded based upon historical levels. In addition to the funding rate being applied to the unfunded commitment balance, a reserve rate is
applied that is loan pool specific and is applied to the unfunded amount, which includes both quantitative and a majority of the qualitative aspects of the current
period's expected credit loss rate. During 2024, Management implemented a performance trends qualitative factor for unfunded commitments and an External
Factor - Credit Quality Review qualitative factor for unfunded commitments. For both qualitative factors, the same assumptions are applied in the unfunded
commitment calculation that are used in the funded balance calculation with the only difference being the unfunded commitment calculation includes the
funding rates for the unfunded commitments. The reserves for these two qualitative factors are added to the other calculated reserve to get a total reserve for
off-balance sheet credit exposures.
Evaluations of the unfunded commitments are inherently subjective, as they require estimates, assumptions and judgments as to the facts and circumstances of
particular situations. Determining the appropriateness of the ACL on off-balance sheet credit exposures is complex and requires judgment by Management
about the effect of matters that are inherently uncertain. While Management utilizes its best judgment and information available, the ultimate adequacy of
Trustmark’s ACL on off-balance sheet credit exposures is dependent upon a variety of factors beyond its control, including the performance of the portfolios,
the economy, changes in interest rates and the view of regulatory authorities toward classification of assets. In future periods, evaluations of off-balance sheet
credit exposures, in light of the factors and forecasts then prevailing, may result in significant changes in the ACL and PCL on off-balance sheet credit
exposures. Given the nature of many of the factors, forecasts and assumptions in the ACL methodology for off-balance sheet credit exposures, it is not possible
to provide meaningful estimates of the impact of any such potential change.
For a complete description of Trustmark’s ACL methodology for off-balance sheet credit exposures, please see the section captioned “Lending Related” in Note
17 – Commitments and Contingencies included in Part II. Item 8. – Financial Statements and Supplementary Data of this report.
Mortgage Servicing Rights
Trustmark recognizes as assets the rights to service mortgage loans based on the estimated fair value of the MSR when loans are sold and the associated
servicing rights are retained. Trustmark has elected to account for the MSR at fair value.
The fair value of the MSR is determined using a valuation model administered by a third party that calculates the present value of estimated future net servicing
income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds,
discount rate, escrow account earnings and contractual servicing fee income and costs. Management reviews all significant assumptions at least quarterly.
Mortgage loan prepayment speeds, a key assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal.
The discount rate used to determine the present value of estimated future net servicing income, another key assumption in the model, is an estimate of the
required rate of return investors in the market would require for an asset with similar risk. Both assumptions can, and generally will, change as market
conditions and interest rates change.
By way of example, an increase in either the prepayment speed or discount rate assumption may result in a decrease in the fair value of the MSR, while a
decrease in either assumption may result in an increase in the fair value of the MSR. In recent years, there have been significant market-driven fluctuations in
loan prepayment speeds and discount rates. These fluctuations can be rapid and may continue
39
to be significant. Therefore, estimating prepayment speeds and/or discount rates within ranges that market participants would use in determining the fair value
of the MSR requires significant management judgment.
At December 31, 2024, the MSR fair value was $139.3 million. The impact on the MSR fair value of either a 10% adverse change in prepayment speeds or a
100 basis point increase in discount rates at December 31, 2024, would be a decline in fair value of approximately $4.9 million and $5.6 million, respectively.
Changes of equal magnitude in the opposite direction would produce similar increases in fair value in the respective amounts. See the section captioned “MSR”
in Note 7 – Mortgage Banking included in Part II. Item 8. – Financial Statements and Supplementary Data of this report for additional information regarding the
valuation of the MSR.
Recent Legislative and Regulatory Developments
For information regarding legislation and regulation applicable to Trustmark, see the section captioned “Supervision and Regulation” included in Part I. Item 1.
– Business of this report.
Non-GAAP Financial Measures
In addition to capital ratios defined by GAAP and banking regulators, Trustmark utilizes various tangible common equity measures when evaluating capital
utilization and adequacy. Tangible common equity, as defined by Trustmark, represents common equity less goodwill and identifiable intangible assets.
Trustmark’s Common Equity Tier 1 capital includes common stock, capital surplus and retained earnings, and is reduced by goodwill and other intangible
assets, net of associated net deferred tax liabilities as well as disallowed deferred tax assets and threshold deductions as applicable.
Trustmark believes these measures are important because they reflect the level of capital available to withstand unexpected market conditions. Additionally,
presentation of these measures allows readers to compare certain aspects of Trustmark’s capitalization to other organizations. These ratios differ from capital
measures defined by banking regulators principally in that the numerator excludes shareholders’ equity associated with preferred securities, the nature and
extent of which varies across organizations. In Management’s experience, many stock analysts use tangible common equity measures in conjunction with more
traditional bank capital ratios to compare capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, typically
stemming from the use of the purchase accounting method in accounting for mergers and acquisitions.
These calculations are intended to complement the capital ratios defined by GAAP and banking regulators. Because GAAP does not include these capital ratio
measures, Trustmark believes there are no comparable GAAP financial measures to these tangible common equity ratios. Despite the importance of these
measures to Trustmark, there are no standardized definitions for them and, as a result, Trustmark’s calculations may not be comparable with other organizations.
Also, there may be limits in the usefulness of these measures to investors. As a result, Trustmark encourages readers to consider its audited consolidated
financial statements and the notes related thereto in their entirety and not to rely on any single financial measure.
40
The following table reconciles Trustmark’s calculation of these measures to amounts reported under GAAP for the periods presented ($ in thousands, except per
share data):
Years Ended December 31,
2024
2023
2022
TANGIBLE EQUITY
AVERAGE BALANCES
Total shareholders' equity
$
1,825,627 $
1,570,098 $
1,604,854
Less: Goodwill
(334,605 )
(334,605 )
(334,605 )
Identifiable intangible assets
(182 )
(325 )
(971 )
Total average tangible equity
$
1,490,840 $
1,235,168 $
1,269,278
PERIOD END BALANCES
Total shareholders' equity
$
1,962,327 $
1,661,847 $
1,492,268
Less: Goodwill
(334,605 )
(334,605 )
(334,605 )
Identifiable intangible assets
(126 )
(236 )
(526 )
Total tangible equity
(a)
$
1,627,596 $
1,327,006 $
1,157,137
TANGIBLE ASSETS
Total assets
$
18,152,422 $
18,722,189 $
18,015,478
Less: Goodwill
(334,605 )
(334,605 )
(334,605 )
Identifiable intangible assets
(126 )
(236 )
(526 )
Total tangible assets
(b)
$
17,817,691 $
18,387,348 $
17,680,347
Risk-weighted assets
(c)
$
14,990,258 $
15,153,263 $
14,521,078
NET INCOME ADJUSTED FOR INTANGIBLE AMORTIZATION
Net income (loss) from continuing operations
$
45,210 $
153,290 $
60,918
Plus: Intangible amortization net of tax from continuing operations
81
217
740
Net income (loss) from continuing operations adjusted for
intangible amortization
$
45,291 $
153,507 $
61,658
Period end shares outstanding
(d)
61,008,023
61,071,173
60,977,686
TANGIBLE EQUITY MEASUREMENTS
Return on average tangible equity from continuing operations (1)
3.04 %
12.43 %
4.86 %
Tangible equity/tangible assets
(a)/(b)
9.13 %
7.22 %
6.54 %
Tangible equity/risk-weighted assets
(a)/(c)
10.86 %
8.76 %
7.97 %
Tangible book value
(a)/(d)*1,000
$
26.68 $
21.73 $
18.98
COMMON EQUITY TIER 1 CAPITAL (CET1)
Total shareholders' equity
$
1,962,327 $
1,661,847 $
1,492,268
CECL transition adjustment
6,500
13,000
19,500
AOCI-related adjustments
83,659
219,723
275,403
CET1 adjustments and deductions:
Goodwill net of associated deferred tax liabilities (DTLs)
(320,756 )
(370,212 )
(370,241 )
Other adjustments and deductions for CET1 (2)
(2,058 )
(2,693 )
(3,258 )
CET1 capital
(e)
1,729,672
1,521,665
1,413,672
Additional Tier 1 capital instruments plus related surplus
60,000
60,000
60,000
Tier 1 capital
$
1,789,672 $
1,581,665 $
1,473,672
CET1 risk-based capital ratio
(e)/(c)
11.54 %
10.04 %
9.74 %
(1)
Calculated using net income from continuing operations adjusted for intangible amortization divided by total average tangible equity.
(2)
Includes other intangible assets, net of DTLs, disallowed deferred tax assets and threshold deductions, as applicable.
Significant Non-routine Transactions
Trustmark discloses certain non-GAAP financial measures, including net income adjusted for significant non-routine transactions, because Management uses
these measures for business planning purposes, including to manage Trustmark’s business against internal projected results of operations and to measure
Trustmark’s performance. Trustmark views net income adjusted for significant non-routine transactions as a measure of its core operating business, which
excludes the impact of the items detailed below, as these items are generally not operational in nature. This non-GAAP measure also provides another basis for
comparing period-to-period results as presented in the accompanying selected financial data table and the audited consolidated financial statements by excluding
potential differences caused by non-operational and unusual or non-recurring items. Readers are cautioned that these adjustments are not permitted under
GAAP. Trustmark encourages readers to consider its audited consolidated financial statements and the notes related
41
thereto, included in Part II. Item 8. – Financial Statements and Supplementary Data of this report, in their entirety, and not to rely on any single financial
measure.
The following table presents adjustments to net income (loss) from continuing operations and select financial ratios as reported in accordance with GAAP
resulting from significant non-routine items occurring during the periods presented ($ in thousands, except per share data):
Years Ended December 31,
2024
2023
2022
Net income (loss) from continuing operations (GAAP)
$
45,210
$
153,290
$
60,918
Significant non-routine transactions (net of taxes):
PCL, LHFI sale of 1-4 family mortgage loans
6,475
—
—
Loss on sale of 1-4 family mortgage loans
3,598
—
—
Visa C shares fair value adjustment
(6,042 )
—
—
Securities losses from portfolio restructuring
137,094
—
—
Reduction in force expense
—
1,055
—
Litigation settlement expense
—
4,875
75,563
Net income from continuing operations adjusted
for significant non-routine transactions (Non-GAAP)
$
186,335
$
159,220
$
136,481
Diluted EPS from adjusted continuing operations
$
3.04 $
2.60 $
2.22
Financial Ratios - Reported (GAAP)
Return on average equity from continuing operations
2.48 %
9.76 %
3.80 %
Return on average tangible equity from continuing operations
3.04 %
12.43 %
4.86 %
Return on average assets from continuing operations
0.24 %
0.82 %
0.35 %
Financial Ratios - Adjusted (Non-GAAP)
Return on average equity from adjusted continuing operations
10.34 %
10.17 %
8.49 %
Return on average tangible equity from adjusted continuing operations
12.71 %
12.95 %
10.78 %
Return on average assets from adjusted continuing operations
1.01 %
0.86 %
0.78 %
Sale of 1-4 Family Mortgage Loans
Trustmark sold a portfolio of 1-4 family mortgage loans that were at least three payments delinquent and/or nonaccrual at the time of selection totaling $56.2
million, which resulted in a loss of $13.4 million ($10.1 million, net of taxes). The portion of the loss related to credit totaled $8.6 million ($6.5 million, net of
taxes) and was recorded as adjustments to charge-offs and the PCL, LHFI. The noncredit-related portion of the loss totaled $4.8 million ($3.6 million, net of
taxes) and was recorded to noninterest income (loss) in other, net.
Visa Shares Conversion
On April 8, 2024, Visa commenced an initial exchange offer expiring on May 3, 2024, for any and all outstanding shares of Visa Class B-1 common stock (Visa
B-1 shares). Holders participating in the exchange offer would receive a combination of Visa Class B-2 common stock (Visa B-2 shares) and Visa Class C
common stock (Visa C shares) in exchange for Visa B-1 shares that were validly tendered and accepted for exchange by Visa. TNB tendered its 38.7 thousand
Visa B-1 shares, which were accepted by Visa. In exchange for each Visa B-1 share that was validly tendered and accepted for exchange by Visa, TNB
received 50.0% of a newly issued Visa B-2 share and newly issued Visa C shares equivalent in value to 50.0% of a Visa B-1 share. The Visa C shares that were
received by TNB were recognized at fair value, which resulted in a gain of $8.1 million ($6.0 million, net of taxes) and was recorded to noninterest income
(loss) in other, net during the second quarter of 2024. During the third quarter of 2024, TNB sold all of the Visa C shares for approximately the same carrying
value as of June 30, 2024. The Visa B-2 shares were recorded at their nominal carrying value.
Securities Portfolio Restructuring
Trustmark restructured its investment securities portfolio by selling $1.561 billion of available for sale securities with an average yield of 1.36%, which
generated a loss of $182.8 million ($137.1 million, net of taxes) and was recorded to noninterest income (loss) in securities gains (losses), net. Trustmark also
purchased $1.378 billion of available for sale securities with an average yield of 4.85%.
42
Reduction in Force Expense
During the fourth quarter 2023, Trustmark incurred reduction in force expenses of $1.4 million related to various restructuring initiatives.
Litigation Settlement Expense
On October 9, 2023, Trustmark entered into a settlement agreement that resolved all current and potential future claims relating to litigation involving
Adams/Madison Timber. As a result of this settlement, Trustmark recognized a one-time charge of $6.5 million of litigation settlement expense during the third
quarter of 2023.
On January 13, 2023, TNB entered into a settlement agreement relating to the litigation involving the Stanford Financial Group. As a result of this settlement,
Trustmark recognized a one-time charge of $100.0 million of litigation settlement expense as well as an additional $750 thousand of legal fees during the fourth
quarter of 2022.
Results of Operations
Net Interest Income
Net interest income is the principal component of Trustmark’s income stream and represents the difference, or spread, between interest and fee income
generated from earning assets and the interest expense paid on deposits and borrowed funds. Fluctuations in interest rates, as well as volume and mix changes in
earning assets and interest-bearing liabilities, can materially impact net interest income. The net interest margin is computed by dividing fully taxable equivalent
(FTE) net interest income by average interest-earning assets and measures how effectively Trustmark utilizes its interest-earning assets in relationship to the
interest cost of funding them. The accompanying Yield/Rate Analysis Table shows the average balances for all assets and liabilities of Trustmark and the
interest income or expense associated with earning assets and interest-bearing liabilities. The yields and rates have been computed based upon interest income
and expense adjusted to a FTE basis using the federal statutory corporate tax rate in effect for each of the periods shown. Loans on nonaccrual have been
included in the average loan balances, and interest collected prior to these loans having been placed on nonaccrual has been included in interest income. Loan
fees included in interest associated with the average LHFS and LHFI balances are immaterial.
Net interest income-FTE for the year ended December 31, 2024 increased $30.6 million, or 5.4%, when compared with the year ended December 31, 2023. The
increase in net interest income-FTE when 2024 is compared to 2023 was principally due to increases in interest and fees on LHFS and LHFI-FTE and interest
on securities-taxable as well as a decline in other interest expense, partially offset by an increase in total interest on deposits and a decline in other interest
income. The net interest margin-FTE for 2024 increased 19 basis points to 3.51% when compared to 2023. The increase in the net interest margin-FTE for
2024 was principally due to increases in the yields on the LHFS and LHFI and securities portfolios reflecting the higher interest rate environment and the
restructuring of the securities portfolio during 2024, partially offset by higher costs of interest-bearing liabilities.
Average interest-earning assets for 2024 were $17.010 billion compared to $17.082 billion for 2023, a decrease of $71.9 million, or 0.4%, reflecting declines in
average securities and average other earning assets partially offset by growth in average loans (LHFS and LHFI). Average total securities declined $372.8
million, or 10.5%, when 2024 is compared to 2023, principally due to available for sale securities sold net of available for sale securities purchased as part of the
restructuring of the available for sale securities portfolio during the second quarter of 2024 as well as calls, maturities and pay-downs of the loans underlying
GSE guaranteed securities. Average other earning assets decreased $181.3 million, or 24.9%, when 2024 is compared to 2023, primarily due to decreases in
reserves held at the FRBA and investments in FHLB stock. Average loans (LHFS and LHFI) increased $482.3 million, or 3.8%, when 2024 is compared to
2023, primarily attributable to an increase in the average balance of the LHFI portfolio of $458.5 million, or 3.6%. The increase in the average LHFI portfolio
when the balances at December 31, 2024 are compared to December 31, 2023 was principally due to net growth in average LHFI secured by real estate and
average other commercial loans and leases partially offset by declines in average state and other political subdivision loans. See the sections captioned "LHFS"
and "LHFI" for additional information regarding changes in the LHFS and LHFI portfolios.
Interest income-FTE totaled $972.9 million for 2024, an increase of $80.6 million, or 9.0%, while the yield on total earning assets increased 50 basis points to
5.72% when compared to 2023. The increase in interest income-FTE in 2024 primarily reflects increases in interest and fees on LHFS and LHFI-FTE and
interest on securities-taxable partially offset by a decline in other interest income. During 2024, interest and fees on LHFS and LHFI-FTE increased $68.6
million, or 8.7%, when compared to 2023, while the yield on loans (LHFS and LHFI) increased to 6.45% compared to 6.16% reflecting the higher interest rate
environment and the increase in the average balance of the LHFI portfolio. During 2024, interest on securities-taxable increased $19.8 million, or 30.0%, when
compared to 2023, while the yield on taxable securities increased to 2.70% compared to 1.86% principally due to the restructuring of the securities portfolio.
During 2024, other interest income decreased $7.5 million, or 20.3%, when compared to 2023, while the yield on other
43
earning assets increased to 5.41% compared to 5.10%, primarily due to declines in the balance held at the FRBA and dividend income from FHLB stock.
Average interest-bearing liabilities for 2024 totaled $13.159 billion compared to $12.983 billion for 2023, an increase of $176.1 million, or 1.4%. The increase
in average interest-bearing liabilities was primarily the result of increases in average interest-bearing deposits partially offset by a decline in average other
borrowings. Average interest-bearing deposits for 2024 increased $784.0 million, or 6.9%, when compared to 2023, reflecting growth in average time deposits
and average interest-bearing demand deposits partially offset by declines in average savings deposits. Average other borrowings for 2024 decreased $596.0
million, or 60.6%, when compared to 2023, principally due to the decrease in short-term FHLB advances outstanding during the year.
Interest expense for 2024 totaled $375.9 million, an increase of $50.0 million, or 15.3%, when compared with 2023, while the rate on total interest-bearing
liabilities increased to 2.86% compared to 2.51%. The increase in interest expense for 2024 was principally due to the increase in interest on deposits partially
offset by a decline in other interest expense. Interest on deposits increased $83.4 million, or 33.9%, while the rate on interest-bearing deposits increased to
2.70% compared to 2.16% when 2024 is compared to 2023, primarily due to increases in interest on commercial interest checking accounts and all categories of
CDs and MMDAs, primarily due to rising interest rates, increased competition for deposits and higher average balances. Other interest expense decreased $33.2
million, or 55.7%, while the rate on other borrowings decreased to 4.60% compared to 5.09%, when 2024 is compared to 2023, principally due to a decrease in
the amount of short-term FHLB advances obtained from the FHLB of Dallas during the year.
44
The following table provides the tax equivalent basis yield or rate for each component of the tax equivalent net interest margin for the periods presented ($ in
thousands):
Years Ended December 31,
2024
2023
2022
Average
Yield/
Average
Yield/
Average
Yield/
Balance
Interest
Rate
Balance
Interest
Rate
Balance
Interest
Rate
Assets
Interest-earning assets:
Securities available for sale:
Taxable
$
1,789,685 $
55,932
3.13 % $
2,090,201 $
35,359
1.69 % $
2,932,054 $
38,799
1.32 %
Nontaxable
—
—
—
4,657
182
3.91 %
4,997
195
3.90 %
Securities held to maturity:
Taxable
1,388,531
29,989
2.16 %
1,454,450
30,741
2.11 %
911,010
20,918
2.30 %
Nontaxable
112
5
4.46 %
1,854
81
4.37 %
5,623
227
4.04 %
PPP loans
—
—
—
—
—
—
14,868
639
4.30 %
Loans (LHFS and LHFI)
13,283,829 857,307
6.45 %
12,801,531 788,719
6.16 %
11,236,388 485,246
4.32 %
Other earning assets
548,336
29,667
5.41 %
729,673
37,215
5.10 %
909,167
8,154
0.90 %
Total interest-earning assets
17,010,493 972,900
5.72 %
17,082,366 892,297
5.22 %
16,014,107 554,178
3.46 %
Other assets
1,685,971
1,718,058
1,567,921
Allowance for credit losses
(148,564 )
(125,942 )
(104,138 )
Total Assets
$
18,547,900
$
18,674,482
$
17,477,890
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits
$
5,348,043 148,888
2.78 % $
4,871,977 121,138
2.49 % $
4,585,955
16,409
0.36 %
Savings deposits
3,506,829
30,121
0.86 %
3,838,791
28,605
0.75 %
4,579,742
9,654
0.21 %
Time deposits
3,331,543 150,372
4.51 %
2,691,682
96,208
3.57 %
1,153,983
3,006
0.26 %
Federal funds purchased and
securities sold under
repurchase agreements
398,884
20,154
5.05 %
410,945
20,419
4.97 %
283,328
6,127
2.16 %
Other borrowings
388,266
17,146
4.42 %
984,315
50,441
5.12 %
198,672
4,963
2.50 %
Subordinated notes
123,584
4,751
3.84 %
123,364
4,751
3.85 %
123,144
4,751
3.86 %
Junior subordinated debt securities
61,856
4,477
7.24 %
61,856
4,392
7.10 %
61,856
2,215
3.58 %
Total interest-bearing liabilities
13,159,005 375,909
2.86 %
12,982,930 325,954
2.51 %
10,986,680
47,125
0.43 %
Noninterest-bearing demand deposits
3,179,641
3,532,134
4,452,046
Other liabilities
383,627
589,320
434,310
Shareholders' equity
1,825,627
1,570,098
1,604,854
Total Liabilities and
Shareholders' Equity
$
18,547,900
$
18,674,482
$
17,477,890
Net Interest Margin
596,991
3.51 %
566,343
3.32 %
507,053
3.17 %
Less tax equivalent adjustments:
Investments
1
55
89
Loans
12,569
13,410
12,256
Net Interest Margin per
Consolidated Statements
of Income
$ 584,421
$ 552,878
$ 494,708
45
The table below shows the change from year to year for each component of the tax equivalent net interest margin in the amount generated by volume changes
and the amount generated by changes in the yield or rate (tax equivalent basis) for the periods presented ($ in thousands):
2024 Compared to 2023
2023 Compared to 2022
Increase (Decrease) Due To:
Increase (Decrease) Due To:
Yield/
Yield/
Volume
Rate
Net
Volume
Rate
Net
Interest earned on:
Securities available for sale:
Taxable
$
(5,721 ) $
26,294 $
20,573 $
(12,720 ) $
9,280 $
(3,440 )
Nontaxable
(91 )
(91 )
(182 )
(13 )
—
(13 )
Securities held to maturity:
Taxable
(1,449 )
697
(752 )
11,669
(1,846 )
9,823
Nontaxable
(78 )
2
(76 )
(164 )
18
(146 )
PPP loans
—
—
—
(319 )
(320 )
(639 )
Loans, net of unearned income (LHFS and LHFI)
30,490
38,098
68,588
74,788
228,685
303,473
Other earning assets
(9,700 )
2,152
(7,548 )
(1,910 )
30,971
29,061
Total interest-earning assets
13,451
67,152
80,603
71,331
266,788
338,119
Interest paid on:
Interest-bearing demand deposits
12,660
15,090
27,750
1,093
103,636
104,729
Savings deposits
(2,570 )
4,086
1,516
(1,806 )
20,757
18,951
Time deposits
25,699
28,465
54,164
8,831
84,371
93,202
Federal funds purchased and securities sold under
repurchase agreements
(596 )
331
(265 )
3,676
10,616
14,292
Other borrowings
(27,163 )
(6,132 )
(33,295 )
35,951
9,527
45,478
Subordinated notes
10
(10 )
—
10
(10 )
—
Junior subordinated debt securities
—
85
85
—
2,177
2,177
Total interest-bearing liabilities
8,040
41,915
49,955
47,755
231,074
278,829
Change in net interest income on a tax
equivalent basis
$
5,411 $
25,237 $
30,648 $
23,576 $
35,714 $
59,290
The change in interest due to both volume and yield or rate has been allocated to change due to volume and change due to yield or rate in proportion to the
absolute value of the change in each. Tax-exempt income has been adjusted to a tax equivalent basis using the federal statutory corporate tax rate in effect for
each of the three years presented. The balances of nonaccrual loans and the related income recognized have been included for purposes of these computations.
Provision for Credit Losses
The PCL, LHFI is the amount necessary to maintain the ACL, LHFI at the amount of expected credit losses inherent within the LHFI portfolio. The amount of
PCL and the related ACL for LHFI are based on Trustmark’s ACL methodology. The PCL, LHFI, excluding the PCL, LHFI sale of 1-4 family mortgage loans,
totaled $37.3 million for 2024, compared to a PCL, LHFI of $27.4 million for 2023 and $21.7 million for 2022. The PCL, LHFI, excluding the PCL, LHFI sale
of 1-4 family mortgage loans, for 2024 primarily reflected an increase in required reserves as a result of credit migrations and other net changes in the
qualitative reserve factors, loan growth, changes in the macroeconomic forecast and an increase in specific reserves for individually analyzed credits.
FASB ASC Topic 326 requires Trustmark to estimate expected credit losses for off-balance sheet credit exposures which are not unconditionally cancellable by
Trustmark. Trustmark maintains a separate ACL for off-balance sheet credit exposures, including unfunded commitments and letters of credit. Adjustments to
the ACL on off-balance sheet credit exposures are recorded to the PCL, off-balance sheet credit exposures. The PCL, off-balance sheet credit exposures totaled
a negative $4.7 million for 2024 compared to a negative $2.8 million for 2023, and $1.2 million for 2022. The release in PCL on off-balance sheet credit
exposures for 2024 primarily reflected a decrease in required reserves as a result of changes in the total reserve rate coupled with a decrease in unfunded
commitments which was partially offset by an increase in required reserves as a result of implementing the Performance Trend and the External Factor-Credit
Quality Review qualitative reserve factors.
See the section captioned “Allowance for Credit Losses” for information regarding Trustmark’s ACL methodology as well as further analysis of the PCL.
46
Noninterest Income (Loss)
The following table provides the comparative components of noninterest income (loss) for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Amount
% Change
Amount
% Change
Amount
% Change
Service charges on deposit accounts
$
44,382
2.2 % $
43,416
3.0 % $
42,157
26.8 %
Bank card and other fees
33,301
-0.4 %
33,439
-7.4 %
36,105
4.2 %
Mortgage banking, net
26,626
1.6 %
26,216
-7.4 %
28,306
-55.6 %
Wealth management
37,251
6.2 %
35,092
0.2 %
35,013
-0.5 %
Other, net
17,813
74.1 %
10,231
4.0 %
9,841
52.7 %
Securities gains (losses), net
(182,792 )
n/m
39
n/m
—
—
Total noninterest income (loss)
$
(23,419 )
n/m $ 148,433
-2.0 % $ 151,422
-12.6 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
Changes in various components of noninterest income (loss) for the year ended December 31, 2024 are discussed in further detail below. For analysis of
Trustmark’s wealth management income, please see the section captioned “Results of Segment Operations.”
Mortgage Banking, Net
The following table illustrates the components of mortgage banking, net included in noninterest income (loss) for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Amount
% Change
Amount
% Change
Amount
% Change
Mortgage servicing income, net
$
28,215
3.7 % $
27,196
3.4 % $
26,291
3.2 %
Change in fair value-MSR from runoff
(11,645 )
16.1 %
(10,030 )
-28.5 %
(14,034 )
-30.4 %
Gain on sales of loans, net
19,278
25.6 %
15,345
-24.0 %
20,178
-64.0 %
Mortgage banking income before net hedge
ineffectiveness
35,848
10.3 %
32,511
0.2 %
32,435
-47.1 %
Change in fair value-MSR from market changes
5,801
n/m
(1,489 )
n/m
38,181
n/m
Change in fair value of derivatives
(15,023 )
n/m
(4,806 )
-88.6 %
(42,310 )
n/m
Net hedge ineffectiveness
(9,222 )
46.5 %
(6,295 )
52.5 %
(4,129 )
n/m
Mortgage banking, net
$
26,626
1.6 % $
26,216
-7.4 % $
28,306
-55.6 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
The increase in mortgage banking, net when 2024 is compared to 2023 was principally due to an increase in the gain on sales of loans, net partially offset by an
increase in the net negative hedge ineffectiveness. Mortgage loan production totaled $1.418 billion for 2024, a decrease of $36.4 million, or 2.5%, when
compared to 2023. Loans serviced for others totaled $8.763 billion at December 31, 2024, compared with $8.477 billion at December 31, 2023, and $8.116
billion at December 31, 2022.
Representing a significant component of mortgage banking income is gain on sales of loans, net. The increase in the gain on sales of loans, net when 2024 is
compared to 2023 was primarily the result of higher profit margins in secondary marketing activities partially offset by a decrease in the mortgage valuation
adjustment. Loan sales increased $5.3 million, or 0.5%, during 2024 to total $1.141 billion compared to a decrease of $107.0 million, or 8.6%, during 2023 to
total $1.136 billion.
47
Other, Net
The following table illustrates the components of other, net included in noninterest income (loss) for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Amount
% Change
Amount
% Change
Amount
% Change
Partnership amortization for tax credit purposes
$
(7,627 )
-4.5 % $
(7,988 )
28.6 % $
(6,211 )
-22.5 %
Increase in life insurance cash surrender value
7,478
6.6 %
7,018
5.2 %
6,673
0.6 %
Loss on sale of 1-4 family mortgage loans
(4,798 )
n/m
—
—
—
—
Visa C shares fair value adjustment
8,056
n/m
—
—
—
—
Other miscellaneous income
14,704
31.3 %
11,201
19.4 %
9,379
18.2 %
Total other, net
$
17,813
74.1 % $
10,231
4.0 % $
9,841
50.2 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
The increase in other, net when 2024 is compared to 2023 was principally due to the $8.1 million Visa C shares fair value adjustment during the second quarter
of 2024 as well as an increase in other miscellaneous income, partially offset by the $4.8 million noncredit-related loss on the sale of 1-4 family mortgage loans
recorded during the second quarter of 2024. The increase in other miscellaneous income when 2024 is compared with 2023 was principally due to increases in
cash management service charges and other partnership investments.
Noninterest Expense
The following table illustrates the comparative components of noninterest expense for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Amount
% Change
Amount
% Change
Amount
% Change
Salaries and employee benefits
$
266,239
-0.8 % $
268,270
5.5 % $
254,247
-0.1 %
Services and fees (1)
101,590
-5.8 %
107,805
3.8 %
103,893
15.9 %
Net occupancy-premises
29,128
2.2 %
28,507
1.9 %
27,986
8.4 %
Equipment expense
24,915
-3.6 %
25,844
7.0 %
24,145
0.4 %
Litigation settlement expense
—
-100.0 %
6,500
-93.5 %
100,750
n/m
Other expense (1)
63,818
8.6 %
58,770
10.7 %
53,112
-10.2 %
Total noninterest expense
$
485,690
-2.0 % $
495,696
-12.1 % $
564,133
24.5 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
(1)
During 2023, Trustmark reclassified its debit card transaction fees from other expense to services and fees. Prior periods have been reclassified
accordingly.
Changes in the various components of noninterest expense for the year ended December 31, 2024 are discussed in further detail below. Management considers
disciplined expense management a key area of focus in the support of improving shareholder value.
Salaries and Employee Benefits
The decrease in salaries and employee benefits expense when 2024 is compared to 2023 was principally due to decreases in commission expense due to the
decline in mortgage originations, severance expense and medical insurance expense, partially offset by increases in salaries expense, primarily due to general
merit increases, accrued management performance incentives and stock compensation expense related to performance awards.
Services and Fees
The decrease in services and fees when 2024 is compared to 2023 was principally due to declines in outside services and fees, telephone expense and advertising
expense, partially offset by increases in data processing charges related to software and business process outsourcing fees.
48
Other Expense
The following table illustrates the comparative components of other noninterest expense for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Amount
% Change
Amount
% Change
Amount
% Change
Loan expense (1)
$
11,580
4.2 % $
11,114
-9.3 % $
12,249
-0.6 %
Amortization of intangibles
110
-62.1 %
290
-70.6 %
985
-44.2 %
FDIC assessment expense
19,211
42.0 %
13,529
83.2 %
7,385
33.9 %
Other real estate expense, net
3,164
n/m
119
-89.9 %
1,173
-66.8 %
Other miscellaneous expense
29,753
-11.8 %
33,718
7.7 %
31,320
1.1 %
Total other expense
$
63,818
8.6 % $
58,770
10.7 % $
53,112
-10.2 %
n/m - percentage changes greater than +/- 100% are not considered meaningful
(1)
During 2023, Trustmark reclassified its debit card transaction fees from other expense to services and fees. Prior periods have been reclassified
accordingly.
The increase in other expense when 2024 is compared to 2023 was principally due to increases in FDIC assessment expense, primarily due to an increase in the
assessment rate, and other real estate write-downs, partially offset by declines in stationary and supplies and other miscellaneous expenses.
For additional analysis of other real estate and foreclosure expenses, please see the section captioned “Nonperforming Assets.”
Results of Segment Operations
Trustmark’s operations are managed along two operating segments: General Banking and Wealth Management. A description of each segment and the
methodologies used to measure financial performance and financial information by reportable segment are included in Note 21 – Segment Information located
in Part II. Item 8. – Financial Statements and Supplementary Data of this report. The Insurance Segment is included in discontinued operations for all periods
presented in the accompanying consolidated balance sheets and the consolidated statements of income (loss). For additional information about discontinued
operations, please see Note 2 - Discontinued Operations included in Part I. Item 1. – Financial Statements of this report.
The following table provides the net income by reportable segment for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
General banking
$
37,409 $
145,332 $
55,247
Wealth management
7,801
7,958
5,671
Consolidated net income from continuing operations
$
45,210 $
153,290 $
60,918
General Banking
Net interest income for the General Banking Segment for 2024 increased $31.5 million, or 5.8%, when compared with 2023, primarily resulting from increases
in interest and fees from LHFS and LHFI and interest on securities as well as a decline in other interest expense, partially offset by an increase in interest
expense on deposits and a decrease in other interest income. Net interest income for the General Banking Segment for 2023 increased $57.6 million, or 11.8%,
when compared with 2022, principally due to increases in interest and fees on LHFS and LHFI, other interest income and interest on securities, partially offset
by an increase in total interest expense. The PCL (LHFI and off-balance sheet credit exposures) for the General Banking Segment for 2024 totaled $41.1
million compared to a PCL of $26.7 million during 2023 and a PCL of $22.9 million during 2022. For more information on these net interest income items,
please see the sections captioned “Financial Highlights” and “Results of Operations.”
Noninterest income (loss) for the General Banking Segment decreased $174.2 million during 2024 compared to a decrease of $2.9 million, or 2.5%, during
2023. The decrease in noninterest income (loss) for the General Banking Segment during 2024 was primarily due to the net loss on the sale of available for sale
securities, the noncredit-related loss on the sale of 1-4 family mortgage loans and a decrease in mortgage banking, net, partially offset by the gain on the
conversion of Visa Class B-1 shares to Visa Class C shares and increases in cash management service fees and other miscellaneous income. The decrease in
noninterest income (loss) for the General Banking Segment during 2023 was primarily due to the decreases in bank card and other fees and mortgage banking,
net, partially offset by increases in service charges on deposit accounts and other, net. Noninterest income (loss) for the General Banking Segment
49
represented a negative 11.7% of total revenue for 2024, 17.2% for 2023 and 19.2% for 2022. Noninterest income (loss) for the General Banking Segment
includes service charges on deposit accounts; wealth management; bank card and other fees; mortgage banking, net; other, net and securities gains (losses), net.
For more information on these noninterest income (loss) items, please see the analysis included in the section captioned “Noninterest Income (Loss).”
Noninterest expense for the General Banking Segment decreased $10.4 million, or 2.2%, during 2024 compared to a decrease of $67.9 million, or 12.8%, during
2023. The decrease in noninterest expense for the General Banking Segment for 2024 was principally due to the $6.5 million of litigation settlement expense
recorded during 2023 as well as declines in services and fees and salaries and employee benefits, partially offset by an increase in other expense. The decrease
in noninterest expense for the General Banking Segment for 2023 was principally due to decreases in litigation settlement expense, outside services and fees and
loan expenses, partially offset by increases in salaries and employee benefits, data processing expenses related to software and FDIC assessment expense.
During 2023, Trustmark recognized litigation settlement expense of $6.5 million as a result of the settlement relating to the litigation involving Adams/Madison
timber compared to litigation settlement expense of $100.0 million and legal fees of $750 thousand recognized in 2022 as a result of the settlement relating to
the litigation involving the Stanford Financial Group. For more information on these noninterest expense items, please see the analysis included in the section
captioned “Noninterest Expense.”
Wealth Management
During 2024, net income for the Wealth Management Segment decreased $157 thousand, or 2.0%, compared to an increase of $2.3 million, or 40.3%, during
2023. The decrease in net income for the Wealth Management Segment during 2024 was principally due to increases in the PCL and noninterest expense
largely offset by an increase in noninterest income. The increase in net income for the Wealth Management Segment during 2023 was principally due to an
increase in the negative PCL.
Net interest income for the Wealth Management Segment increased $80 thousand, or 1.4%, during 2024 compared to an increase of $558 thousand, or 10.5%,
during 2023. The slight increase in net interest income for the Wealth Management Segment during 2024 was principally due to an increase in interest and fees
on LHFS and LHFI largely offset by an increase in interest expense on deposits. The increase in net interest income for the Wealth Management Segment
during 2023 was principally due to an increase in interest and fees on loans partially offset by an increase in interest on deposits generated by the Private
Banking Group. The PCL for the Wealth Management Segment for 2024 totaled $154 thousand compared to a negative PCL of $2.1 million during 2023 and a
negative PCL of $21 thousand during 2022.
Noninterest income for the Wealth Management Segment, which includes income related to investment management, trust and brokerage services, increased
$2.4 million, or 6.8%, during 2024, principally due to increases in brokerage asset management fees and commissions as well as income from annuity services.
Noninterest income for the Wealth Management Segment decreased $136 thousand, or 0.4%, during 2023, principally due to declines in income from brokerage
services and other miscellaneous income partially offset by increases in income from trust management and annuity services and indirect income allocated to the
Wealth Management Segment.
Noninterest expense increased $405 thousand, or 1.3%, during 2024 compared to a decrease of $534 thousand, or 1.6%, during 2023. The increase in
noninterest expense for the Wealth Management Segment for 2024 was principally due to an increase in salaries and employee benefits, primarily related to
broker commissions and annual portfolio manager incentives. The decrease in noninterest expense for the Wealth Management Segment for 2023 was
principally due to a decrease in data processing charges related to software, partially offset by an increase in business process outsourcing expenses.
At December 31, 2024 and 2023, Trustmark held assets under management and administration of $9.423 billion and $8.250 billion and brokerage assets of
$2.638 billion and $2.592 billion, respectively.
Income Taxes
For the year ended December 31, 2024, Trustmark’s combined effective tax rate from continuing operations was a negative 32.7% compared to 15.3% in 2023
and a negative 3.1% in 2022. The negative effective tax rate from continuing operations for the year ended December 31, 2024 was principally due to the
significant non-routine transactions that occurred during the second quarter of 2024. Excluding the significant non-routine transactions, Trustmark’s combined
effective tax rate from continuing operations for 2024 was 16.1%. The negative effective tax rate from continuing operations for 2022 was principally due to
the net loss recorded for 2022 as a result of the $100.8 million of litigation settlement expense. Excluding the litigation settlement expense, Trustmark's
combined effective tax rate from continuing operations for 2022 was 14.6%. Trustmark’s effective tax rate continues to be less than the statutory rate primarily
due to various tax-exempt income items and its utilization of income tax credit programs. Trustmark invests in partnerships that provide income tax credits on a
Federal and/or State basis (i.e., new market tax credits, low income housing tax credits or historical
50
tax credits). The income tax credits related to these partnerships are utilized as specifically allowed by income tax law and are recorded as a reduction in income
tax expense.
Financial Condition
Earning assets serve as the primary revenue streams for Trustmark and are comprised of securities, loans, federal funds sold, securities purchased under reverse
repurchase agreements and other earning assets. Average earning assets totaled $17.010 billion, or 91.7% of total average assets, at December 31, 2024,
compared with $17.082 billion, or 91.5% of total average assets, at December 31, 2023, a decrease of $71.9 million, or 0.4%.
Securities
The securities portfolio is utilized by Management to manage interest rate risk, generate interest income, provide liquidity and use as collateral for public and
wholesale funding. Risk and return can be adjusted by altering duration, composition and/or balance of the portfolio. The weighted-average life of the portfolio
at December 31, 2024 and 2023 was 4.8 and 4.5 years, respectively. The increase in the weighted-average life of the portfolio was principally due to the
restructuring of the available for sale securities portfolio during the second quarter of 2024.
When compared with December 31, 2023, total investment securities decreased by $161.2 million, or 5.1%, during 2024. This decrease resulted primarily from
available for sale securities sold net of available for sale securities purchased as part of the restructuring of the available for sale securities portfolio during the
second quarter of 2024 as well as calls, maturities and pay-downs of the loans underlying GSE guaranteed securities. Trustmark sold $1.561 billion of available
for sale securities during 2024, generating a loss of $182.8 million, compared to $4.8 million of available for sale securities sold during 2023, generating a net
gain of $39 thousand.
During 2022, Trustmark reclassified approximately $766.0 million of securities available for sale to securities held to maturity to mitigate the potential adverse
impact of a rising interest rate environment on the fair value of the available for sale securities and the related impact on tangible common equity. At the date of
these transfers, the net unrealized holding loss on the available for sale securities totaled approximately $91.9 million ($68.9 million net of tax). The resulting
net unrealized holding losses are being amortized over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or
accretion of the original purchase premium or discount on the associated security.
At December 31, 2024, the net unamortized, unrealized loss on all transferred securities included in accumulated other comprehensive income (loss) (AOCI) in
the accompanying consolidated balance sheets totaled $46.6 million compared to $57.6 million at December 31, 2023.
Available for sale securities are carried at their estimated fair value with unrealized gains or losses recognized, net of taxes, in AOCI, a separate component of
shareholders’ equity. At December 31, 2024, available for sale securities totaled $1.693 billion, which represented 55.9% of the securities portfolio, compared
to $1.763 billion, or 55.3%, at December 31, 2023. At December 31, 2024, unrealized losses, net on available for sale securities totaled $27.0 million compared
to unrealized losses, net of $196.1 million at December 31, 2023. At December 31, 2024, available for sale securities consisted of U.S. Treasury securities,
direct obligations of government agencies and GSE guaranteed mortgage-related securities.
Held to maturity securities are carried at amortized cost and represent those securities that Trustmark both intends and has the ability to hold to maturity. At
December 31, 2024, held to maturity securities totaled $1.335 billion and represented 44.1% of the total securities portfolio, compared with $1.426 billion, or
44.7%, at December 31, 2023.
51
The following table details the weighted-average yield for each range of maturities of securities available for sale and held to maturity using the amortized cost
at December 31, 2024 (tax equivalent basis):
Maturing
Within
One Year
After One,
But Within
Five Years
After Five,
But Within
Ten Years
After
Ten Years
Total
Securities Available for Sale
U.S. Treasury securities
5.01 %
4.57 %
4.22 %
—
4.51 %
U.S. Government agency obligations
—
—
3.94 %
—
3.94 %
Mortgage-backed securities
Residential mortgage pass-through securities
Guaranteed by GNMA
0.56 %
1.92 %
3.61 %
3.82 %
3.80 %
Issued by FNMA and FHLMC
2.24 %
1.80 %
1.88 %
4.30 %
4.28 %
Commercial mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC,
or GNMA
—
3.87 %
4.99 %
5.46 %
4.99 %
Total securities available for sale
4.99 %
4.36 %
4.73 %
4.28 %
4.43 %
Securities Held to Maturity
U.S. Treasury securities
—
1.04 %
—
—
1.04 %
Mortgage-backed securities
Residential mortgage pass-through securities
Guaranteed by GNMA
—
—
—
4.36 %
4.36 %
Issued by FNMA and FHLMC
—
1.94 %
1.73 %
1.71 %
1.71 %
Other residential mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC,
or GNMA
—
—
1.95 %
1.96 %
1.96 %
Commercial mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC,
or GNMA
3.21 %
2.36 %
2.09 %
2.46 %
2.30 %
Total securities held to maturity
3.21 %
2.26 %
2.06 %
1.83 %
2.08 %
Mortgage-backed securities and collateralized mortgage obligations are included in maturity categories based on their stated maturity date. Expected maturities
may differ from contractual maturities because issuers may have the right to call or prepay obligations.
Management continues to focus on asset quality as one of the strategic goals of the securities portfolio, which is evidenced by the investment of 100.0% of the
portfolio in U.S. Treasury securities, GSE-backed obligations and other Aaa-rated securities as determined by Moody’s Investors Services (Moody’s). None of
the securities owned by Trustmark are collateralized by assets which are considered sub-prime. Furthermore, outside of stock ownership in the FHLB of Dallas
and FRBA, Trustmark does not hold any other equity investment in a GSE.
At December 31, 2024, Trustmark did not hold securities of any one issuer with a carrying value exceeding 10% of total shareholders’ equity, other than certain
GSEs which are exempt from inclusion. Management continues to closely monitor the credit quality as well as the ratings of the debt and mortgage-backed
securities issued by the GSEs and held in Trustmark’s securities portfolio.
The following tables present Trustmark’s securities portfolio by amortized cost and estimated fair value and by credit rating, as determined by Moody’s, at
December 31, 2024 and 2023 ($ in thousands):
December 31, 2024
Amortized Cost
Estimated Fair Value
Amount
%
Amount
%
Securities Available for Sale
Aaa
$
1,719,537
100.0 % $
1,692,534
100.0 %
Total securities available for sale
$
1,719,537
100.0 % $
1,692,534
100.0 %
Securities Held to Maturity
Aaa
$
1,335,385
100.0 % $
1,259,107
100.0 %
Total securities held to maturity
$
1,335,385
100.0 % $
1,259,107
100.0 %
52
December 31, 2023
Amortized Cost
Estimated Fair Value
Amount
%
Amount
%
Securities Available for Sale
Aaa
$
1,959,007
100.0 % $
1,762,878
100.0 %
Total securities available for sale
$
1,959,007
100.0 % $
1,762,878
100.0 %
Securities Held to Maturity
Aaa
$
1,425,939
100.0 % $
1,355,164
100.0 %
Not Rated (1)
340
—
340
—
Total securities held to maturity
$
1,426,279
100.0 % $
1,355,504
100.0 %
(1)
Not rated issues primarily consist of Mississippi municipal general obligations.
The table above presenting the credit rating of Trustmark’s securities is formatted to show the securities according to the credit rating category, and not by
category of the underlying security.
LHFS
At December 31, 2024, LHFS totaled $200.3 million, consisting of $102.7 million of residential real estate mortgage loans in the process of being sold to third
parties and $97.6 million of Government National Mortgage Association (GNMA) optional repurchase loans. At December 31, 2023, LHFS totaled $184.8
million, consisting of $106.0 million of residential real estate mortgage loans in the process of being sold to third parties and $78.8 million of GNMA optional
repurchase loans. Please refer to the nonperforming assets table that follows for information on GNMA loans eligible for repurchase which are past due 90 days
or more.
Trustmark did not exercise its buy-back option on any delinquent loans serviced for GNMA during 2024 or 2023.
For additional information regarding the GNMA optional repurchase loans, please see the section captioned “Past Due LHFS” included in Note 5 – LHFI and
ACL, LHFI of Part II. Item 8. – Financial Statements and Supplementary Data of this report.
LHFI
The table below provides the carrying value of the LHFI portfolio by loan class for the years ended December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Amount
%
Amount
%
Loans secured by real estate:
Construction, land development and other land
$
587,244
4.5 % $
642,886
5.0 %
Other secured by 1-4 family residential properties
650,550
5.0 %
622,397
4.8 %
Secured by nonfarm, nonresidential properties
3,533,282
27.0 %
3,489,434
26.9 %
Other real estate secured
1,633,830
12.5 %
1,312,551
10.1 %
Other loans secured by real estate:
Other construction
829,904
6.3 %
867,793
6.7 %
Secured by 1-4 family residential properties
2,298,993
17.6 %
2,282,318
17.6 %
Commercial and industrial loans
1,840,722
14.0 %
1,922,910
14.9 %
Consumer loans
156,569
1.2 %
165,734
1.3 %
State and other political subdivision loans
969,836
7.4 %
1,088,466
8.4 %
Other commercial loans and leases
589,012
4.5 %
556,035
4.3 %
LHFI
$
13,089,942
100.0 % $
12,950,524
100.0 %
LHFI at December 31, 2024 increased $139.4 million, or 1.1%, compared to December 31, 2023. The increase in LHFI during 2024 was primarily due to net
growth in LHFI secured by real estate and other commercial loans and leases partially offset by net declines in commercial and industrial LHFI and state and
other political subdivision LHFI.
LHFI secured by real estate (loans secured by real estate and other loans secured by real estate) increased $316.4 million, or 3.4%, during 2024, principally due
to net growth in other real estate secured LHFI, LHFI secured by nonfarm, nonresidential properties (NFNR
53
LHFI) and other LHFI secured by 1-4 family residential properties, partially offset by net declines in construction, land development and other land LHFI and
other construction LHFI. Other real estate secured LHFI increased $321.3 million, or 24.5%, during 2024, primarily due to other construction loans that moved
to LHFI secured by multi-family residential properties in the Alabama, Texas and Mississippi market regions. Excluding other construction loan
reclassifications, other real estate secured LHFI declined by $269.2 million, or 20.5%, during 2024, primarily due to declines in LHFI secured by multi-family
residential properties in the Alabama, Mississippi, Texas and Tennessee market regions. NFNR LHFI increased $43.8 million, or 1.3%, during 2024,
principally due to other construction loans that moved to NFNR LHFI in the Mississippi, Alabama, Georgia and Texas market regions. Excluding other
construction loan reclassifications, the NFNR LHFI portfolio decreased $433.4 million, or 12.4%, during 2024 primarily due to declines in nonowner-occupied
loans in the Mississippi, Alabama, Texas and Florida market regions as well as declines in owner-occupied loans in the Florida, Tennessee and Texas market
regions, which were partially offset by growth in owner-occupied loans in the Alabama market region. Other LHFI secured by 1-4 family residential properties,
which primarily consists of revolving home equity lines of credit, increased $28.2 million, or 4.5%, during 2024 reflecting growth in the Mississippi, Texas,
Florida, Tennessee and Alabama market regions. LHFI secured by construction, land development and other land decreased $55.6 million, or 8.7%, during
2024 principally due to declines in land development loans in Trustmark's Alabama and Mississippi market regions. Other construction loans decreased $37.9
million, or 4.4%, during 2024 primarily due to other construction loans moved to other loan categories upon the completion of the related construction project
partially offset by new construction loans across all six market regions. During 2024, $1.081 billion loans were moved from other construction to other loan
categories, including $603.6 million to multi-family residential loans, $429.9 million to nonowner-occupied loans and $47.4 million to owner-occupied loans.
Excluding all reclassifications between loan categories, growth in other construction loans across all six market regions totaled $1.020 billion during 2024.
State and other political subdivision LHFI decreased $118.6 million, or 10.9%, during 2024, primarily due to declines in the Mississippi and Texas market
regions partially offset by growth in the Florida market region. Commercial and industrial LHFI decreased $82.2 million, or 4.3%, during 2024, primarily due
to declines in the Tennessee and Mississippi market regions partially offset by growth in Trustmark’s Alabama and Georgia market regions. Other commercial
loans and leases increased $33.0 million, or 5.9%, during 2024, principally due to increases in equipment finance leases in the Georgia market region and other
commercial loans in the Tennessee market region, partially offset by declines in other commercial loans in the Texas, Mississippi and Alabama market regions.
Trustmark's commercial leases are primarily reported in the Georgia market region because these leases are centrally analyzed and approved as part of the
Equipment Finance line of business which is located in Atlanta, Georgia. For additional information regarding the equipment finance leases, please see the
sections captioned “Lessor Arrangements” included in Note 1 - Significant Accounting Policies and Note 10 – Leases of Part II. Item 8. – Financial Statements
and Supplementary Data of this report.
The following table provides information regarding Trustmark’s home equity loans and home equity lines of credit which are included in the LHFI secured by
1-4 family residential properties at December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Home equity loans
$
72,183 $
58,176
Home equity lines of credit
458,327
430,933
Percentage of loans and lines for which Trustmark holds first lien
46.7 %
47.8 %
Percentage of loans and lines for which Trustmark does not hold first lien
53.3 %
52.2 %
Due to the increased risk associated with second liens, loan terms and underwriting guidelines differ from those used for products secured by first liens. Loan
amounts and loan-to-value ratios are limited and are lower for second liens than first liens. Also, interest rates and maximum amortization periods are adjusted
accordingly. In addition, regardless of lien position, the passing credit score for approval of all home equity lines of credit is higher than that of term loans. The
ACL on LHFI is also reflective of the increased risk related to second liens through application of a greater loss factor to this portion of the portfolio.
In the following tables, LHFI reported by region (along with related nonperforming assets and net charge-offs) are associated with location of origination except
for loans secured by 1-4 family residential properties (representing traditional mortgages) credit cards and equipment finance loans and leases. Loans secured by
1-4 family residential properties and credit cards are included in the Mississippi region because they are centrally analyzed and approved as part of a specific
line of business located at Trustmark’s headquarters in Jackson, Mississippi. The equipment finance loans and leases are primarily reported in the Georgia
market region because they are centrally analyzed and approved as part of the Equipment Finance line of business which is located in Atlanta, Georgia.
54
The following table presents the LHFI composition by region at December 31, 2024 and reflects a diversified mix of loans by region ($ in thousands):
December 31, 2024
Total
Alabama
Florida
Georgia
Mississippi
Tennessee
Texas
LHFI Composition by Region
Loans secured by real estate:
Construction, land development and other land
$
587,244 $
253,145 $
26,969 $
15,234 $
147,711 $
42,023 $
102,162
Other secured by 1-4 family residential
properties
650,550
153,836
59,418
—
314,617
83,025
39,654
Secured by nonfarm, nonresidential properties
3,533,282
1,023,992
192,212
74,794
1,481,810
126,296
634,178
Other real estate secured
1,633,830
815,394
1,646
—
387,663
1,144
427,983
Other loans secured by real estate:
Other construction
829,904
331,735
7,697
87,531
175,213
548
227,180
Secured by 1-4 family residential properties
2,298,993
—
—
—
2,296,105
2,888
—
Commercial and industrial loans
1,840,722
521,451
20,165
219,243
702,108
135,090
242,665
Consumer loans
156,569
21,650
7,939
—
100,085
14,789
12,106
State and other political subdivision loans
969,836
70,447
67,563
—
731,179
22,766
77,881
Other commercial loans and leases
589,012
38,014
5,268
245,635
195,713
64,390
39,992
LHFI
$ 13,089,942 $ 3,229,664 $
388,877 $
642,437 $ 6,532,204 $
492,959 $
1,803,801
Construction, Land Development and Other Land Loans by Region
Lots
$
60,977 $
24,292 $
6,498 $
94 $
20,100 $
2,799 $
7,194
Development
104,694
54,968
—
—
18,008
12,275
19,443
Unimproved land
102,857
17,206
12,074
—
25,343
9,892
38,342
1-4 family construction
318,716
156,679
8,397
15,140
84,260
17,057
37,183
Construction, land development and
other land loans
$
587,244 $
253,145 $
26,969 $
15,234 $
147,711 $
42,023 $
102,162
Loans Secured by Nonfarm, Nonresidential (NFNR) Properties by Region
Nonowner-occupied:
Retail
$
309,752 $
99,486 $
21,718 $
— $
93,786 $
18,743 $
76,019
Office
242,741
92,612
18,965
—
96,541
1,330
33,293
Hotel/motel
281,946
145,483
43,816
—
68,604
24,043
—
Mini-storage
145,027
33,789
1,598
6,537
90,748
616
11,739
Industrial
522,204
98,101
17,814
68,257
176,775
2,523
158,734
Health care
152,396
124,873
674
—
24,342
323
2,184
Convenience stores
23,627
2,658
399
—
12,693
207
7,670
Nursing homes/senior living
384,232
140,569
—
—
143,539
4,186
95,938
Other
100,983
28,242
7,613
—
49,094
7,699
8,335
Total nonowner-occupied loans
2,162,908
765,813
112,597
74,794
756,122
59,670
393,912
Owner-occupied:
Office
150,115
49,734
34,049
—
38,489
10,216
17,627
Churches
50,304
11,726
3,844
—
29,223
3,130
2,381
Industrial warehouses
176,506
12,582
8,323
—
48,821
12,489
94,291
Health care
121,319
10,786
8,064
—
83,381
2,195
16,893
Convenience stores
109,568
10,907
2,092
—
56,605
—
39,964
Retail
67,668
8,449
12,992
—
31,750
6,399
8,078
Restaurants
52,385
3,466
2,745
—
25,491
16,413
4,270
Auto dealerships
40,377
4,113
174
—
21,105
14,985
—
Nursing homes/senior living
480,393
130,474
—
—
323,911
—
26,008
Other
121,739
15,942
7,332
—
66,912
799
30,754
Total owner-occupied loans
1,370,374
258,179
79,615
—
725,688
66,626
240,266
Loans secured by NFNR properties
$
3,533,282 $ 1,023,992 $
192,212 $
74,794 $ 1,481,810 $
126,296 $
634,178
55
Trustmark’s variable rate LHFI are based primarily on various prime and SOFR interest rate bases. The following table provides information regarding
Trustmark’s LHFI maturities by loan class and interest rate terms at December 31, 2024 ($ in thousands):
Maturing
One Year
Five Years
Within
Through
Through
After
One Year
Five
Fifteen
Fifteen
or Less
Years
Years
Years
Total
Loans secured by real estate:
Construction, land development and other land
$
381,841 $
176,290 $
16,235 $
12,878 $
587,244
Other secured by 1-4 family residential properties
54,157
235,454
342,193
18,746
650,550
Secured by nonfarm, nonresidential properties
1,166,935
1,958,236
398,832
9,279
3,533,282
Other real estate secured
836,979
777,004
19,832
15
1,633,830
Other loans secured by real estate:
Other construction
130,638
684,812
14,454
—
829,904
Secured by 1-4 family residential properties
36,658
225,629
1,091,062
945,644
2,298,993
Commercial and industrial loans
288,078
1,390,832
161,812
—
1,840,722
Consumer loans
46,696
103,954
5,919
—
156,569
State and other political subdivision loans
101,483
398,786
421,683
47,884
969,836
Other commercial loans and leases
113,130
337,894
137,595
393
589,012
LHFI
$
3,156,595 $
6,288,891 $
2,609,617 $
1,034,839 $
13,089,942
Loans with Fixed Interest Rates
Loans secured by real estate:
Construction, land development and other land
$
53,123 $
58,095 $
15,430 $
12,878 $
139,526
Other secured by 1-4 family residential properties
25,953
112,275
49,259
425
187,912
Secured by nonfarm, nonresidential properties
447,945
817,763
112,747
2,656
1,381,111
Other real estate secured
64,283
90,958
4,583
15
159,839
Other loans secured by real estate:
Other construction
23,555
4,277
3,634
—
31,466
Secured by 1-4 family residential properties
3,955
41,206
266,617
945,057
1,256,835
Commercial and industrial loans
58,231
564,521
139,897
—
762,649
Consumer loans
26,367
98,619
5,919
—
130,905
State and other political subdivision loans
99,975
376,418
404,395
25,462
906,250
Other commercial loans and leases
23,464
216,403
136,763
75
376,705
LHFI
$
826,851 $
2,380,535 $
1,139,244 $
986,568 $
5,333,198
Loans with Variable Interest Rates
Loans secured by real estate:
Construction, land development and other land
$
328,718 $
118,195 $
805 $
— $
447,718
Other secured by 1-4 family residential properties
28,204
123,179
292,934
18,321
462,638
Secured by nonfarm, nonresidential properties
718,990
1,140,473
286,085
6,623
2,152,171
Other real estate secured
772,696
686,046
15,249
—
1,473,991
Other loans secured by real estate:
Other construction
107,083
680,535
10,820
—
798,438
Secured by 1-4 family residential properties
32,703
184,423
824,445
587
1,042,158
Commercial and industrial loans
229,847
826,311
21,915
—
1,078,073
Consumer loans
20,329
5,335
—
—
25,664
State and other political subdivision loans
1,508
22,368
17,288
22,422
63,586
Other commercial loans and leases
89,666
121,491
832
318
212,307
LHFI
$
2,329,744 $
3,908,356 $
1,470,373 $
48,271 $
7,756,744
56
Allowance for Credit Losses
LHFI
Trustmark’s ACL methodology for LHFI is based upon guidance within FASB ASC Subtopic 326-20, “Financial Instruments – Credit Losses – Measured at
Amortized Cost,” as well as regulatory guidance from its primary regulator. The ACL 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. Credit quality within the LHFI portfolio is continuously monitored by Management and is
reflected within the ACL for loans. The ACL is an estimate of expected losses inherent within Trustmark’s existing LHFI portfolio. The ACL on LHFI is
adjusted through the PCL, LHFI and reduced by the charge off of loan amounts, net of recoveries.
The loan loss estimation process involves procedures to appropriately consider the unique characteristics of Trustmark’s LHFI portfolio segments. These
segments are further disaggregated into loan classes, the level at which credit risk is estimated. When computing allowance levels, credit loss assumptions are
estimated using a model that categorizes loan pools based on loss history, delinquency status and other credit trends and risk characteristics, including current
conditions and reasonable and supportable forecasts about the future. Evaluations of the portfolio and individual credits are inherently subjective, as they
require estimates, assumptions and judgments as to the facts and circumstances of particular situations.
During the second quarter of 2024, Trustmark executed a sale on a portfolio of 1-4 family mortgage loans that were at least three payments delinquent and/or
nonaccrual at the time of selection. As a result of this sale, a credit mark was established for a sub-pool of the loans in the sale. Due to the lack of historical
experience and the use of industry data for this sub-pool, management elected to use the credit mark for reserving purposes on a go forward basis for this sub-
pool that meet the same credit criteria of being three payments delinquent and/or nonaccrual. All loans of the sub-pool that meet the above credit criteria will be
removed from the 1-4 family residential properties pool and placed into a separate pool with the credit mark reserve applied to the total balance.
The econometric models currently in production reflect segment or pool level sensitivities of probability of default (PD) to changes in macroeconomic variables.
By measuring the relationship between defaults and changes in the economy, the quantitative reserve incorporates reasonable and supportable forecasts of future
conditions that will affect the value of its assets, as required by FASB ASC Topic 326. Under stable forecasts, these linear regressions will reasonably predict a
pool’s PD. However, due to the COVID-19 pandemic, the macroeconomic variables used for reasonable and supportable forecasting changed rapidly. At the
macroeconomic levels experienced during the COVID-19 pandemic, it was not clear that the models in production would produce reasonably representative
results since the models were originally estimated using data beginning in 2004 through 2019. During this period, a traditional, albeit severe, economic
recession occurred. Thus, econometric models are sensitive to similar future levels of PD.
In order to prevent the econometric models from extrapolating beyond reasonable boundaries of their input variables, Trustmark chose to establish an upper and
lower limit process when applying the periodic forecasts. In this way, Management will not rely upon unobserved and untested relationships in the setting of the
quantitative reserve. This approach applies to all input variables, including: Southern Unemployment, National Unemployment, National Gross Domestic
Product (GDP), National Home Price Index (HPI), National Commercial Real Estate (CRE) Price Index and the BBB 7-10 Year US Corporate Bond Index. The
upper and lower limits are based on the distribution of the macroeconomic variable by selecting extreme percentiles at the upper and lower limits of the
distribution, the 1st and 99th percentiles, respectively. These upper and lower limits are then used to calculate the PD for the forecast time period in which the
forecasted values are outside of the upper and lower limit range. Additionally, for periods having a PD or loss given default (LGD) at or near zero as a result of
the improving macroeconomic forecasts, Management implemented PD and LGD floors to account for the risk associated with each portfolio. The PD and
LGD floors are based on Trustmark's historical loss experience and applied at a portfolio level.
The external factors qualitative factor is Management’s best judgment on the loan or pool level impact of all factors that affect the portfolio that are not
accounted for using any other part of the ACL methodology (i.e., natural disasters, changes in legislation, impacts due to technology and pandemics). During the
third quarter of 2024, Trustmark activated the External Factor – Credit Quality Review qualitative factor. This qualitative factor ensures reserve adequacy for
collectively evaluated commercial loans that may not have been identified and downgraded timely for various reasons. This qualitative factor population is all
commercial loans risk rated 1-5. These loans are then applied to the historical average of the Watch/Special Mention rated percentage. Then the balance of these
loans are applied additional reserves based on the same reserve rates utilized in the performance trends qualitative factor for Watch/Special Mention rated loans.
Then the Watch/Special Mention population is applied the historical Substandard rated percentage and then subsequently applied the Substandard reserve rate
utilized in the performance trends qualitative factor as well. The historical Watch/Special Mention and Substandard rated percentage averages captures the
weighted-average life of the commercial loan portfolio. Thus, Trustmark will allocate additional reserves to capture the proportion of potential Watch/Special
Mention and Substandard rated credits that may not have been categorized as such at any given point in time through the life of the commercial loan portfolio.
57
During 2022, Management elected to activate the nature and volume of the portfolio qualitative factor as a result of a sub-pool of the secured by 1-4 family
residential properties growing to a significant size along with the underlying nature being different as well. The nature and volume of the portfolio qualitative
factor utilizes a WARM methodology that uses industry data for the assumptions to support the qualitative adjustment. The industry data is used to compile a
PD based on credit score ranges along with using the industry data to compile an LGD. The sub-pools of credits are then aggregated into the appropriate credit
score bands in which a weighted-average loss rate is calculated based on the PD and LGD for each credit score range. This weighted-average loss rate is then
applied to the expected balance for the sub-segment of credits. This total is then used as the qualitative reserve adjustment.
Trustmark's current quantitative methodologies do not completely incorporate changes in credit quality. As a result, Trustmark utilizes the performance trends
qualitative factor. This factor is based on migration analyses, that allocates additional ACL to non-pass/delinquent loans within each pool. In this way,
Management believes the ACL will directly reflect changes in risk, based on the performance of the loans with a pool, whether declining or improving.
The performance trends qualitative factor is estimated by properly segmenting loan pools into risk levels by risk rating for commercial credits and delinquency
status for consumer credits. A migration analysis is then performed quarterly using a third-party software and the results for each risk level are compiled to
calculate the historical PD average for each loan portfolio based on risk levels. This average historical PD rate is updated annually. For the mortgage portfolio,
Trustmark uses an internal report to incorporate a roll rate method for the calculation of the PD rate. In addition to the PD rate for each portfolio, Management
incorporates the quantitative rate and the k value derived from the Frye-Jacobs method to calculate a loss estimate that includes both PD and LGD. The
quantitative rate is used to eliminate any additional reserve that the quantitative reserve already includes. Finally, the loss estimate rate is then applied to the
total balances for each risk level for each portfolio to calculate a qualitative reserve
Determining the appropriateness of the allowance is complex and requires judgment by Management about the effect of matters that are inherently uncertain. In
future periods, evaluations of the overall LHFI portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance
and credit loss expense.
For a complete description of Trustmark’s ACL methodology and the quantitative and qualitative factors included in the calculation, please see Note 5 – LHFI
and ACL, LHFI included in Part II. Item 8. – Financial Statements and Supplementary Data of this report.
At December 31, 2024, the ACL, LHFI was $160.3 million, an increase of $20.9 million, or 15.0%, when compared with December 31, 2023. The increase in
the ACL, LHFI during 2024 was principally due to credit migration and other net changes in the qualitative reserve factors, loan growth, changes in the
macroeconomic forecast and an increase in specific reserves for individually analyzed credits. Allocation of Trustmark’s ACL, LHFI represented 1.10% of
commercial LHFI and 1.62% of consumer and home mortgage LHFI, resulting in an ACL to total LHFI of 1.22% at December 31, 2024. This compares with an
ACL to total LHFI of 1.08% at December 31, 2023, which was allocated to commercial LHFI at 0.85% and to consumer and home mortgage LHFI at 1.81%.
The table below illustrates the changes in Trustmark’s ACL on LHFI as well as Trustmark’s loan loss experience for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Balance at beginning of period
$
139,367 $
120,214 $
99,457
LHFI charged off
(26,316 )
(17,515 )
(11,332 )
LHFI charged off, sale of 1-4 family mortgage loans
(8,633 )
—
—
Recoveries
9,932
9,306
10,412
Net (charge-offs) recoveries
(25,017 )
(8,209 )
(920 )
PCL, LHFI
37,287
27,362
21,677
PCL, LHFI sale of 1-4 family mortgage loans
8,633
—
—
Balance at end of period
$
160,270 $
139,367 $
120,214
Charge-offs exceeded recoveries for 2024 resulting in net charge-offs of $25.0 million, or 0.19% of average loans (LHFS and LHFI), compared to net charge-
offs of $8.2 million, or 0.06% of average loans (LHFS and LHFI), in 2023, and net charge-offs of $920 thousand, or 0.01% of average loans (LHFS and LHFI),
in 2022. The increase in net charge-offs during 2024 was principally due to the charge-offs related to the sale of 1-4 family mortgage loans during the second
quarter of 2024 and an increase in gross charge-offs in the Alabama and Texas market regions, primarily related to four large nonaccrual commercial credits, as
well as a decline in gross recoveries in the Tennessee market region, partially offset by an increase in gross recoveries in the Texas market region. Excluding
the charge-offs related to the sale of 1-4 family mortgage loans, net charge-offs totaled $16.4 million, or 0.12% of average loans (LHFS and LHFI), in 2024.
58
The following table presents the net (charge-offs) recoveries by geographic market region for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Alabama
$
(6,988 ) $
(873 ) $
2,019
Florida
884
130
652
Mississippi
(13,801 )
(5,347 )
(2,713 )
Tennessee
(805 )
1,644
(790 )
Texas
(4,307 )
(3,763 )
(88 )
Total net (charge-offs) recoveries
$
(25,017 ) $
(8,209 ) $
(920 )
59
The following table presents selected credit ratios for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
ACL, LHFI to Total LHFI
1.22 %
1.08 %
0.99 %
ACL, LHFI
$
160,270 $
139,367 $
120,214
LHFI
13,089,942
12,950,524
12,204,039
Nonaccrual LHFI to Total LHFI
0.61 %
0.77 %
0.53 %
Nonaccrual LHFI
$
80,109 $
100,008 $
65,972
LHFI
13,089,942
12,950,524
12,204,039
ACL, LHFI to Nonaccrual LHFI
200.06 %
139.36 %
182.22 %
ACL, LHFI
$
160,270 $
139,367 $
120,214
Nonaccrual LHFI
80,109
100,008
65,972
Net (Charge-offs) Recoveries to Average LHFI
Construction, land development and other land loans
0.16 %
-0.02 %
0.16 %
Net (charge-offs) recoveries
$
992 $
(100 ) $
1,054
Average LHFI
608,671
652,922
655,680
Other loans secured by 1-4 family residential properties
0.02 %
0.02 %
0.07 %
Net (charge-offs) recoveries
$
160 $
119 $
372
Average LHFI
641,498
599,723
541,383
Loans secured by nonfarm, nonresidential properties
-0.07 %
0.06 %
0.05 %
Net (charge-offs) recoveries
$
(2,391 ) $
2,050 $
1,418
Average LHFI
3,563,373
3,455,308
3,094,532
Other loans secured by real estate
-0.01 %
—
-0.02 %
Net (charge-offs) recoveries
$
(88 ) $
28 $
(117 )
Average LHFI
1,459,922
1,079,402
636,658
Other construction loans
-0.19 %
-0.35 %
0.01 %
Net (charge-offs) recoveries
$
(1,793 ) $
(3,380 ) $
69
Average LHFI
936,608
976,849
831,435
Loans secured by 1-4 family residential properties
-0.45 %
-0.06 %
—
Net (charge-offs) recoveries
$
(10,152 ) $
(1,419 ) $
13
Average LHFI
2,261,353
2,250,931
1,881,006
Commercial and industrial loans
-0.44 %
-0.06 %
0.02 %
Net (charge-offs) recoveries
$
(8,085 ) $
(1,095 ) $
284
Average LHFI
1,851,959
1,867,199
1,603,499
Consumer loans
-2.32 %
-2.48 %
-0.35 %
Net (charge-offs) recoveries
$
(3,630 ) $
(4,098 ) $
(562 )
Average LHFI
156,252
165,241
161,145
State and other political subdivision loans
—
—
—
Net (charge-offs) recoveries
$
— $
— $
—
Average LHFI
1,017,430
1,104,444
1,159,939
Other commercial loans and leases
-0.01 %
-0.06 %
-0.72 %
Net (charge-offs) recoveries
$
(30 ) $
(314 ) $
(3,451 )
Average LHFI
599,995
486,518
477,296
Total LHFI
-0.19 %
-0.06 %
-0.01 %
Net (charge-offs) recoveries
$
(25,017 ) $
(8,209 ) $
(920 )
Average LHFI
13,097,061
12,638,537
11,042,573
The PCL, LHFI, excluding the PCL, LHFI 1-4 family mortgage loans, for 2024 totaled 0.28% of average loans (LHFS and LHFI), compared to 0.21% of
average loans (LHFS and LHFI) in 2023 and 0.19% of average loans (LHFS and LHFI) in 2022. The PCL, LHFI, excluding the PCL, LHFI sale of 1-4 family
mortgage loans, for 2024 primarily reflected an increase in required reserves as a result of credit migration and other net changes in the qualitative reserve
factors, loan growth, changes in the macroeconomic forecast and an increase in specific reserves for individually analyzed credits.
60
Off-Balance Sheet Credit Exposures
Trustmark maintains a separate ACL on off-balance sheet credit exposures, including unfunded loan commitments and letters of credit, which is included on the
accompanying consolidated balance sheets. Expected credit losses for off-balance sheet credit exposures are estimated by calculating a commitment usage
factor over the contractual period for exposures that are not unconditionally cancellable by Trustmark. Trustmark calculates a loan pool level unfunded amount
for the period. Trustmark calculates an expected funding rate each period which is applied to each pool’s unfunded commitment balances to ensure that reserves
will be applied to each pool based upon balances expected to be funded based upon historical levels. Additionally, a reserve rate is applied to the unfunded
commitment balance, which includes both quantitative and a majority of the qualitative aspects of the current period's expected credit loss rate. During 2024,
Management implemented a performance trends qualitative factor for unfunded commitments and an External Factor - Credit Quality Review qualitative factor
for unfunded commitments. For both qualitative factors, the same assumptions are applied in the unfunded commitment calculation that are used in the funded
balance calculation with the only difference being the unfunded commitment calculation includes the funding rates for the unfunded commitments. The reserves
for these two qualitative factors are added to the other calculated reserve to get a total reserve for off-balance sheet credit exposures. See the section captioned
“Lending Related” in Note 17 – Commitments and Contingencies included in Part II. Item 8. – Financial Statements and Supplementary Data of this report for
complete description of Trustmark’s ACL methodology on off-balance sheet credit exposures.
Adjustments to the ACL on off-balance sheet credit exposures are recorded to PCL, off-balance sheet credit exposures. At December 31, 2024, the ACL on off-
balance sheet credit exposures totaled $29.4 million compared to $34.1 million at December 31, 2023, a decrease of $4.7 million, or 13.7%. The PCL, off-
balance sheet credit exposures totaled a negative $4.7 million for 2024, compared to a negative PCL, off-balance sheet credit exposures of $2.8 million for 2023
and a PCL, off-balance sheet credit exposures of $1.2 million for 2022. The release in PCL, off-balance sheet credit exposures for 2024 primarily reflected a
decrease in required reserves as a result of changes in the total reserve rate coupled with a decrease in unfunded commitments which was partially offset by an
increase in required reserves as a result of implementing the Performance Trend and the External Factor-Credit Quality Review qualitative reserve factors.
Nonperforming Assets
The table below provides the components of the nonperforming assets by geographic market region at December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Nonaccrual LHFI
Alabama
$
18,601 $
23,271
Florida
305
170
Mississippi
42,203
54,615
Tennessee
2,431
1,802
Texas
16,569
20,150
Total nonaccrual LHFI
80,109
100,008
Other real estate
Alabama
170
1,397
Mississippi
2,407
1,242
Tennessee
1,079
—
Texas
2,261
4,228
Total other real estate
5,917
6,867
Total nonperforming assets
$
86,026 $
106,875
Nonperforming assets/total loans (LHFS and LHFI)
and other real estate
0.65 %
0.81 %
Loans Past Due 90 Days or More
LHFI
$
4,092 $
5,790
LHFS - Guaranteed GNMA services loans (1)
$
71,255 $
51,243
(1)
No obligation to repurchase.
61
For additional information regarding the Trustmark’s serviced GNMA loans eligible for repurchase, please see the section captioned “Loans Held for Sale
(LHFS)” included in Note 1 – Significant Accounting Policies of Part II. Item 8. – Financial Statements and Supplementary Data of this report.
Nonaccrual LHFI
At December 31, 2024, nonaccrual LHFI totaled $80.1 million, or 0.60% of total LHFS and LHFI, reflecting a decrease of $19.9 million, or 19.9%, relative to
December 31, 2023, primarily as a result of the sale of 1-4 family mortgage loans during the second quarter of 2024 as well as the resolution of three large
nonaccrual commercial credits in the Texas and Alabama market regions, partially offset by mortgage loans placed on nonaccrual in the Mississippi market
region and three large commercial credits placed on nonaccrual in the Alabama and Texas market regions. Trustmark's mortgage loans are primarily included in
the Mississippi market region because these loans are centrally analyzed and approved as part of the mortgage line of business which is located in Jackson,
Mississippi.
For additional information regarding nonaccrual LHFI, see the section captioned “Nonaccrual and Past Due LHFI” in Note 5 – LHFI and ACL, LHFI included
in Part II. Item 8. – Financial Statements and Supplementary Data of this report.
Other Real Estate
Other real estate at December 31, 2024 decreased $950 thousand, or 13.8%, when compared with December 31, 2023, principally due to properties sold in
Trustmark’s Mississippi and Alabama market regions as well as a write-down on a large commercial property in the Texas market region, partially offset by
properties foreclosed in the Mississippi market region.
The following tables illustrate changes in other real estate by geographic market region for the periods presented ($ in thousands):
Year Ended December 31, 2024
Total
Alabama
Florida
Mississippi
Tennessee
Texas
Balance at beginning of period
$
6,867 $
1,397 $
— $
1,242 $
— $
4,228
Additions
6,782
92
—
5,716
974
—
Disposals
(6,084 )
(1,475 )
(71 )
(4,452 )
(86 )
—
Net (write-downs) recoveries
(1,648 )
156
—
(28 )
191
(1,967 )
Adjustments
—
—
71
(71 )
—
—
Balance at end of period
$
5,917 $
170 $
— $
2,407 $
1,079 $
2,261
Year Ended December 31, 2023
Total
Alabama
Florida
Mississippi
Tennessee
Texas
Balance at beginning of period
$
1,986 $
194 $
— $
1,769 $
23 $
—
Additions
7,237
1,073
—
1,706
230
4,228
Disposals
(2,555 )
(194 )
—
(2,108 )
(253 )
—
Net (write-downs) recoveries
199
324
—
(125 )
—
—
Balance at end of period
$
6,867 $
1,397 $
— $
1,242 $
— $
4,228
Year Ended December 31, 2022
Total
Alabama
Florida
Mississippi
Tennessee
Texas
Balance at beginning of period
$
4,557 $
— $
— $
4,557 $
— $
—
Additions
1,533
151
—
1,359
23
—
Disposals
(4,142 )
(48 )
—
(4,094 )
—
—
Net (write-downs) recoveries
38
91
—
(53 )
—
—
Balance at end of period
$
1,986 $
194 $
— $
1,769 $
23 $
—
Net write-downs of other real estate increased $1.8 million during 2024 compared to an increase in net recoveries of other real estate of $161 thousand during
2023. The increase in net write-downs of other real estate during 2024 compared to 2023 was primarily due to a write-down on a large commercial foreclosed
property in the Texas market region.
62
The following table illustrates other real estate by type of property at December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Construction, land development and other land properties
$
46 $
—
1-4 family residential properties
2,260
1,977
Nonfarm, nonresidential properties
3,611
4,835
Other real estate properties
—
55
Total other real estate
$
5,917 $
6,867
Deposits
Trustmark’s deposits are its primary source of funding and consist primarily of core deposits from the communities Trustmark serves. Deposits include interest-
bearing and noninterest-bearing demand accounts, savings, MMDA, CDs and individual retirement accounts. Total deposits were $15.108 billion at December
31, 2024 compared to $15.570 billion at December 31, 2023, a decrease of $461.6 million, or 3.0%, reflecting declines in both noninterest-bearing and interest-
bearing deposits accounts. During 2024, noninterest-bearing deposits decreased $124.1 million, or 3.9%, primarily due to a decline in commercial demand
deposit accounts. Interest-bearing deposits decreased $337.5 million, or 2.7%, during 2024, primarily due to intentional declines in public interest checking
accounts and brokered deposits as well as a decline in consumer interest checking accounts, partially offset by growth in consumer MMDAs and commercial
interest checking accounts and consumer CDs.
At December 31, 2024, Trustmark's total uninsured deposits were $5.359 billion, or 35.5% of total deposits, compared to $5.601 billion, or 36.0% of total
deposits, at December 31, 2023.
The maturities of time deposits that exceed the FDIC insurance limit of $250 thousand at December 31, 2024 are as follows ($ in thousands):
Three months or less
$
575,174
Over three months through six months
263,272
Over six months through twelve months
83,456
Over twelve months
13,461
Total time deposits in excess of FDIC insurance limit
$
935,363
Borrowings
Trustmark uses short-term borrowings, such as federal funds purchased, securities sold under repurchase agreements and short-term FHLB advances, to fund
growth of earning assets in excess of deposit growth. See the section captioned “Liquidity” for further discussion of the components of Trustmark’s excess
funding capacity.
Federal funds purchased and repurchase agreements totaled $324.0 million at December 31, 2024 compared to $405.7 million at December 31, 2023, a decrease
of $81.7 million, or 20.1%, principally due to a decrease in upstream federal funds purchased. At December 31, 2024 and 2023, $39.0 million and $35.7
million, respectively, represented customer related transactions, such as commercial sweep repurchase balances. Trustmark had $285.0 million of upstream
federal funds purchased at December 31, 2024, compared to $370.0 million at December 31, 2023.
Other borrowings totaled $301.5 million at December 31, 2024, a decrease of $181.7 million, or 37.6%, when compared with $483.2 million at December 31,
2023, principally due to a decline in outstanding short-term FHLB advances obtained from the FHLB of Dallas.
Benefit Plans
Defined Benefit Plans
As disclosed in Note 15 – Defined Benefit and Other Postretirement Benefits included in Part II. Item 8. – Financial Statements and Supplementary Data of this
report, Trustmark maintains a noncontributory tax-qualified defined benefit pension plan titled the Trustmark Corporation Pension Plan for Certain Employees
of Acquired Financial Institutions (the Continuing Plan) to satisfy commitments made by Trustmark to associates covered through plans obtained in
acquisitions.
63
At December 31, 2024, the fair value of the Continuing Plan’s assets totaled $2.7 million and was exceeded by the projected benefit obligation of $5.5 million
by $2.8 million. Net periodic benefit cost equaled $177 thousand in 2024, compared to $262 thousand in 2023 and $410 thousand in 2022.
The fair value of plan assets is determined utilizing current market quotes, while the benefit obligation and periodic benefit costs are determined utilizing
actuarial methodology with certain weighted-average assumptions. For 2024, 2023 and 2022, the process used to select the discount rate assumption under
FASB ASC Topic 715, "Compensation-Retirement Benefits," takes into account the benefit cash flow and the segmented yields on high-quality corporate bonds
that would be available to provide for the payment of the benefit cash flow. Assumptions, which have been chosen to represent the estimate of a particular event
as required by GAAP, have been reviewed and approved by Management based on recommendations from its actuaries.
The range of potential contributions to the Continuing Plan is determined annually by the Continuing Plan’s actuary in accordance with applicable IRS rules and
regulations. Trustmark’s policy is to fund amounts that are sufficient to satisfy the annual minimum funding requirements and do not exceed the maximum that
is deductible for federal income tax purposes. The actual amount of the contribution is determined annually based on the Continuing Plan’s funded status and
return on plan assets as of the measurement date, which is December 31. For the plan year ending December 31, 2024, Trustmark’s minimum required
contribution to the Continuing Plan was $127 thousand; however, Trustmark contributed $290 thousand, $163 thousand in excess of the minimum required. For
the plan year ending December 31, 2025, Trustmark’s minimum required contribution to the Continuing Plan is expected to be $109 thousand; however,
Management and the Board of Directors of Trustmark will monitor the Continuing Plan throughout 2025 to determine any additional funding requirements by
the plan’s measurement date.
Supplemental Retirement Plans
As disclosed in Note 15 – Defined Benefit and Other Postretirement Benefits included in Part II. Item 8. – Financial Statements and Supplementary Data of this
report, Trustmark maintains a nonqualified supplemental retirement plan covering key executive officers and senior officers as well as directors who have
elected to defer fees. The plan provides for retirement and/or death benefits based on a participant’s covered salary or deferred fees. Although plan benefits
may be paid from Trustmark’s general assets, Trustmark has purchased life insurance contracts on the participants covered under the plan, which may be used to
fund future benefit payments under the plan. The annual measurement date for the plan is December 31. As a result of mergers prior to 2014, Trustmark
became the administrator of nonqualified supplemental retirement plans, for which the plan benefits were frozen prior to the merger dates.
At December 31, 2024, the accrued benefit obligation for the supplemental retirement plans equaled $38.2 million, while the net periodic benefit cost equaled
$2.4 million in 2024, $2.5 million in 2023 and $2.4 million in 2022. The net periodic benefit cost and projected benefit obligation are determined using
actuarial assumptions as of the plans’ measurement date. The process used to select the discount rate assumption under FASB ASC Topic 715 takes into
account the benefit cash flow and the segmented yields on high-quality corporate bonds that would be available to provide for the payment of the benefit cash
flow. At December 31, 2024, unrecognized actuarial losses and unrecognized prior service costs continue to be amortized over future service periods.
Legal Environment
Information required in this section is set forth under the heading “Legal Proceedings” of Note 17 – Commitments and Contingencies in Part II. Item 8. –
Financial Statements and Supplementary Data of this report.
Off-Balance Sheet Arrangements
Information required in this section is set forth under the heading “Lending Related” of Note 17 – Commitments and Contingencies in Part II. Item 8. –
Financial Statements and Supplementary Data of this report.
Capital Resources and Liquidity
Trustmark places a significant emphasis on the maintenance of a strong capital position, which promotes investor confidence, provides access to funding sources
under favorable terms and enhances Trustmark’s ability to capitalize on business growth and acquisition opportunities. Higher levels of liquidity, however, bear
corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities.
Trustmark manages capital based upon risks and growth opportunities as well as regulatory requirements. Trustmark utilizes a capital model in order to provide
Management with a monthly tool for analyzing changes in its strategic capital ratios. This allows Management to hold sufficient capital to provide for growth
opportunities and protect the balance sheet against sudden adverse market conditions, while maintaining an attractive return on equity to shareholders.
64
At December 31, 2024, Trustmark’s total shareholders’ equity was $1.962 billion, an increase of $300.5 million, or 18.1%, when compared to December 31,
2023. The increase in shareholders’ equity during 2024 was primarily as a result of net income of $223.0 million as well as an increase in the fair market value
of available for sale securities, net of tax, of $126.8 million and a decrease in the unrealized net holding losses on securities transferred from available for sale to
held to maturity, net of tax, of $10.9 million, partially offset by common stock dividends of $56.8 million.
Regulatory Capital
Trustmark and TNB are subject to minimum risk-based capital and leverage capital requirements, as described in the section captioned “Capital Adequacy”
included in Part I. Item 1. – Business of this report, which are administered by the federal bank regulatory agencies. These capital requirements, as defined by
federal regulations, involve quantitative and qualitative measures of assets, liabilities and certain off-balance sheet instruments. Trustmark’s and TNB’s
minimum risk-based capital requirements include a capital conservation buffer of 2.5%. AOCI is not included in computing regulatory capital. Trustmark
elected the five-year phase-in transition period (through December 31, 2024) related to adopting FASB ASU 2016-13 for regulatory capital purposes. Failure to
meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a
direct material effect on the financial statements of Trustmark and TNB and limit Trustmark’s and TNB’s ability to pay dividends. At December 31, 2024,
Trustmark and TNB exceeded all applicable minimum capital standards. In addition, Trustmark and TNB met applicable regulatory guidelines to be considered
well-capitalized at December 31, 2024. To be categorized in this manner, Trustmark and TNB maintained minimum common equity Tier 1 risk-based capital,
Tier 1 risk-based capital, total risk-based capital and Tier 1 leverage ratios, and were not subject to any written agreement, order or capital directive, or prompt
corrective action directive issued by their primary federal regulators to meet and maintain a specific capital level for any capital measures. There are no
significant conditions or events that have occurred since December 31, 2024, which Management believes have affected Trustmark’s or TNB’s present
classification.
In 2020, Trustmark enhanced its capital structure with the issuance of $125.0 million of subordinated notes. At December 31, 2024 and 2023, the carrying
amount of the subordinated notes was $123.7 million and $123.5 million, respectively. The subordinated notes mature December 1, 2030 and are redeemable at
Trustmark’s option under certain circumstances. For regulatory capital purposes, the subordinated notes qualified as Tier 2 capital for Trustmark at December
31, 2024 and 2023. Trustmark may utilize the full carrying value of the subordinated notes as Tier 2 capital until December 1, 2025 (five years prior to
maturity). Beginning December 1, 2025, the subordinated notes will phase out of Tier 2 capital 20.0% each year until maturity.
In 2006, Trustmark enhanced its capital structure with the issuance of trust preferred securities. For regulatory capital purposes, the trust preferred securities
qualified as Tier 1 capital at December 31, 2024 and 2023. Trustmark intends to continue to utilize $60.0 million in trust preferred securities issued by the Trust
as Tier 1 capital up to the regulatory limit, as permitted by the grandfather provision in the Dodd-Frank Act and the Basel III Final Rule.
Refer to the section captioned “Regulatory Capital” included in Note 18 – Shareholders’ Equity in Part II. Item 8. – Financial Statements and Supplementary
Data of this report for an illustration of Trustmark’s and TNB’s actual regulatory capital amounts and ratios under regulatory capital standards in effect at
December 31, 2024 and 2023.
Dividends on Common Stock
Dividends per common share for each of the years ended December 31, 2024, 2023 and 2022 were $0.92. Trustmark’s dividend payout ratio for 2024, 2023 and
2022 was 25.21%, 33.95%, and 78.63%, respectively. The increase in the dividend payout ratio for 2022 was principally due to the $100.8 million of litigation
settlement expense recorded during the fourth quarter of 2022. Since Trustmark is a holding company and does not conduct operations, its primary source of
liquidity are dividends paid from TNB and borrowings from outside sources. Approval by TNB’s regulators is required if the total of all dividends declared in
any calendar year exceeds the total of its net income for that year combined with its retained net income of the preceding two years. In 2025, TNB will have
available approximately $255.3 million plus its net income for that year to pay as dividends to Trustmark. The actual amount of any dividends declared in 2025
by Trustmark will be determined by Trustmark’s Board of Directors. Trustmark’s Board of Directors declared a quarterly cash dividend of $0.24 per share
payable of March 15, 2025, to shareholders of record on March 1, 2025.
Stock Repurchase Plan
From time to time, Trustmark’s Board of Directors has authorized stock repurchase plans. In general, stock repurchase plans allow Trustmark to proactively
manage its capital position and return excess capital to shareholders. Shares purchased also provide Trustmark with shares of common stock necessary to satisfy
obligations related to stock compensation awards. Under the stock repurchase plan effective January 1, 2022 through December 31, 2022, Trustmark
repurchased approximately 789 thousand shares of its common stock valued at $24.6 million. Under the stock repurchase plan effective January 1, 2023
through December 31, 2023, Trustmark did not
65
repurchase any of its outstanding common stock. Under the stock repurchase plan effective January 1, 2024 through December 31, 2024, Trustmark
repurchased approximately 203 thousand shares of its common stock valued at $7.5 million. On December 3, 2024, Trustmark’s Board of Directors authorized
a stock repurchase program effective January 1, 2025, under which $100.0 million of Trustmark’s outstanding shares may be acquired through December 31,
2025. The repurchase program, which is subject to market conditions and management discretion, will be implemented through open market repurchases or
privately negotiated transactions. Under this authority, Trustmark repurchased approximately 243 thousand shares of its common stock valued at $8.5 million
during January 2025.
Liquidity
Liquidity is the ability to ensure that sufficient cash flow and liquid assets are available to satisfy current and future financial obligations, including demand for
loans and deposit withdrawals, funding operating costs and other corporate purposes. Consistent cash flows from operations and adequate capital provide
internally generated liquidity. Furthermore, Management maintains funding capacity from a variety of external sources to meet daily funding needs, such as
those required to meet deposit withdrawals, loan disbursements and security settlements. Liquidity strategy also includes the use of wholesale funding sources
to provide for the seasonal fluctuations of deposit and loan demand and the cyclical fluctuations of the economy that impact the availability of funds.
Management keeps excess funding capacity available to meet potential demands associated with adverse circumstances.
The asset side of the balance sheet provides liquidity primarily through maturities and cash flows from loans and securities as well as the ability to pledge or sell
certain loans and securities. The liability portion of the balance sheet provides liquidity primarily through noninterest and interest-bearing deposits. Trustmark
utilizes federal funds purchased, FHLB advances, securities sold under repurchase agreements, the Discount Window and brokered deposits to provide
additional liquidity. Access to these additional sources represents Trustmark’s incremental borrowing capacity.
Trustmark’s liquidity position is continuously monitored and adjustments are made to manage the balance as deemed appropriate. Liquidity risk management is
an important element to Trustmark’s asset/liability management process. Trustmark regularly models liquidity stress scenarios to assess potential liquidity
outflows or funding problems resulting from economic disruptions or other significant occurrences as deemed appropriate by Management. These scenarios are
incorporated into Trustmark’s contingency funding plan, which provides the basis for the identification of its liquidity needs.
Deposit accounts represent Trustmark’s largest funding source. Average deposits totaled to $15.366 billion for 2024 and represented approximately 82.8% of
average liabilities and shareholders’ equity, compared to average deposits of $14.935 billion, which represented 80.0% of average liabilities and shareholders’
equity for 2023.
Trustmark had $297.3 million held in an interest-bearing account at the FRBA at December 31, 2024, compared to $712.0 million at December 31, 2023.
Trustmark efficiently managed its FRBA balance to lower levels during 2024.
Trustmark utilizes brokered deposits to supplement other wholesale funding sources. At both December 31, 2024 and 2023, brokered sweep MMDA deposits
totaled $10.6 million. In addition, Trustmark had $250.0 million of brokered CDs at December 31, 2024 compared to $578.8 million at December 31, 2023.
Trustmark lowered its brokered deposits during 2024 as it managed its balance sheet and controlled deposit costs.
At December 31, 2024, Trustmark had $285.0 million of upstream federal funds purchased compared to $370.0 million of upstream federal funds purchased at
December 31, 2023. Trustmark maintains adequate federal funds lines to provide sufficient short-term liquidity.
Trustmark maintains a relationship with the FHLB of Dallas, which provided $200.0 million of outstanding short-term advances and no long-term advances at
December 31, 2024, compared to $400.0 million of short-term and no long-term FHLB advances outstanding at December 31, 2023. Under the existing
borrowing agreement, Trustmark had sufficient qualifying collateral to increase FHLB advances with the FHLB of Dallas by $4.292 billion at December 31,
2024.
In addition, at December 31, 2024, Trustmark had no short-term and no long-term FHLB advances outstanding with the FHLB of Atlanta, compared to no short-
term and $58 thousand in long-term FHLB advances outstanding at December 31, 2023, which were acquired in the BancTrust merger in 2013. Trustmark had
non-member status and thus no additional borrowing capacity with the FHLB of Atlanta.
Additionally, Trustmark has the ability to leverage its unencumbered investment securities as collateral. At December 31, 2024, Trustmark had approximately
$1.107 billion available in unencumbered Treasury and agency securities compared to $842.0 million at December 31, 2023.
66
Another borrowing source is the Discount Window. At December 31, 2024, Trustmark had approximately $1.187 billion available in collateral capacity at the
Discount Window primarily from pledges of commercial and industrial LHFI, compared with $1.374 billion at December 31, 2023.
During 2020, Trustmark issued $125.0 million aggregate principal amount of its 3.625% fixed-to-floating rate subordinated notes. At December 31, 2024 and
2023, the carrying amount of the subordinated notes was $123.7 million and $123.5 million, respectively. The subordinated notes mature December 1, 2030 and
are redeemable at Trustmark’s option under certain circumstances. The subordinated notes are unsecured obligations and are subordinated in right of payment
to all of Trustmark’s existing and future senior indebtedness, whether secured or unsecured. The subordinated notes are obligations of Trustmark only and are
not obligations of, and are not guaranteed by, any of its subsidiaries, including TNB.
During 2006, Trustmark completed a private placement of $60.0 million of trust preferred securities through a newly formed Delaware trust affiliate, the Trust.
The trust preferred securities mature September 30, 2036 and are redeemable at Trustmark’s option. The proceeds from the sale of the trust preferred securities
were used by the Trust to purchase $61.9 million in aggregate principal amount of Trustmark’s junior subordinated debentures.
The Board of Directors of Trustmark currently has the authority to issue up to 20.0 million preferred shares with no par value. The ability to issue preferred
shares in the future will provide Trustmark with additional financial and management flexibility for general corporate and acquisition purposes. At December
31, 2024, Trustmark had no shares of preferred stock issued and outstanding.
Management believes that Trustmark has sufficient liquidity and capital resources to meet presently known cash flow requirements arising from ongoing
business transactions. As of December 31, 2024, Management is not aware of any events that are reasonably likely to have a material adverse effect on our
liquidity, capital resources or operations. In addition, Management is not aware of any regulatory recommendations regarding liquidity that would have a
material adverse effect on Trustmark.
In the ordinary course of business, Trustmark has entered into contractual obligations and has made other commitments to make future payments. Please refer
to the accompanying notes to the consolidated financial statements included in Part II. Item 8. – Financial Statements and Supplementary Data of this report for
the expected timing of such payments as of December 31, 2024. These include payments related to (i) short-term and long-term borrowings (Note 12 –
Borrowings), (ii) operating and finance leases (Note 10 – Leases), (iii) time deposits with stated maturity dates (Note 11 – Deposits) and (iv) commitments to
extend credit and standby letters of credit (Note 17 – Commitments and Contingencies).
Asset/Liability Management
Overview
Market risk reflects the potential risk of loss arising from adverse changes in interest rates and market prices. Trustmark has risk management policies to
monitor and limit exposure to market risk. Trustmark’s primary market risk is interest rate risk created by core banking activities. Interest rate risk is the
potential variability of the income generated by Trustmark’s financial products or services, which results from changes in various market interest rates. Market
rate changes may take the form of absolute shifts, variances in the relationships between different rates and changes in the shape or slope of the interest rate term
structure.
Following the LIBOR cessation date of June 30, 2023, the nationwide process for replacing LIBOR in financial contracts that mature thereafter and that do not
provide for an effective means to replace LIBOR upon its cessation took effect pursuant to the Adjustable Interest Rate (LIBOR) Act. For contracts in which a
party has the discretion to identify a replacement rate, the Adjustable Interest Rate (LIBOR) Act also provides a safe harbor to parties if they choose the SOFR-
based benchmark replacement rate to be identified by the FRB. Trustmark had a significant number of loans, derivative contracts, borrowings and other
financial instruments with attributes that were either directly or indirectly dependent on LIBOR. As December 31, 2024, all of Trustmark’s LIBOR exposure
was remediated. The transition from LIBOR could create costs and additional risk. Trustmark cannot predict what the ultimate impact of the transition from
LIBOR will be; however, Trustmark has implemented various measures to manage the transition and mitigate risks. For additional information regarding the
transition from LIBOR and Trustmark’s management of this transition, please see the respective risk factor included in Part I. Item 1A. – Risk Factors of this
report.
Management continually develops and applies cost-effective strategies to manage these risks. Management’s Asset/Liability Committee sets the day-to-day
operating guidelines, approves strategies affecting net interest income and coordinates activities within policy limits established by the Board of Directors of
Trustmark. A key objective of the asset/liability management program is to quantify, monitor and manage interest rate risk and to assist Management in
maintaining stability in the net interest margin under varying interest rate environments.
67
Derivatives
Trustmark uses financial derivatives for management of interest rate risk. Management’s Asset/Liability Committee, in its oversight role for the management of
interest rate risk, approves the use of derivatives in balance sheet hedging strategies. The most common derivatives employed by Trustmark are interest rate
lock commitments, forward contracts (both futures contracts and options on futures contracts), interest rate swaps, interest rate caps and interest rate floors. As a
general matter, the values of these instruments are designed to be inversely related to the values of the assets that they hedge (i.e., if the value of the hedged
asset falls, the value of the related hedge rises). In addition, Trustmark has entered into derivatives contracts as counterparty to one or more customers in
connection with loans extended to those customers. These transactions are designed to hedge interest rate, currency or other exposures of the customers and are
not entered into by Trustmark for speculative purposes. Increased federal regulation of the derivatives markets may increase the cost to Trustmark to administer
derivatives programs.
Derivatives Designated as Hedging Instruments
Trustmark engages in a cash flow hedging program to add stability to interest income and to manage its exposure to interest rate movements. Interest rate swaps
designated as cash flow hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for Trustmark making variable-rate payments over the
life of the agreements without exchange of the underlying notional amount. Interest rate floor spreads designated as cash flow hedges involve the receipt of
variable-rate amounts if interest rates fall below the purchased floor strike rate on the contract and payments of variable rate amounts if interest rates fall below
the sold floor strike rate on the contract. Trustmark uses such derivatives to hedge the variable cash flows associated with existing and anticipated variable-rate
loan assets. At December 31, 2024, the aggregate notional value of Trustmark's interest rate swaps and floor spreads designated as cash flow hedges totaled
$1.500 billion compared to $1.125 billion at December 31, 2023.
Trustmark records any gains or losses on these cash flow hedges in AOCI. Gains and losses on derivatives representing hedge components excluded from the
assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with
Trustmark’s accounting policy election. The earnings recognition of excluded components totaled $474 thousand of amortization expense for the year ended
December 31, 2024, compared to $57 thousand of amortization expense for the year ended December 31, 2023, and is included in interest and fees on LHFS and
LHFI. As interest payments are received on Trustmark's variable-rate assets, amounts reported in AOCI are reclassified into interest and fees on LHFS and
LHFI in the accompanying consolidated statements of income during the same period. For the years ended December 31, 2024 and 2023, Trustmark reclassified
a loss, net of tax, of $13.6 million and $12.3 million, respectively, into interest and fees on LHFS and LHFI. During the next twelve months, Trustmark
estimates that $8.1 million will be reclassified as a reduction to interest and fees on LHFS and LHFI. This amount could differ due to changes in interest rates,
hedge de-designations or the addition of other hedges.
Derivatives Not Designated as Hedging Instruments
As part of Trustmark’s risk management strategy in the mortgage banking business, various derivative instruments such as interest rate lock commitments and
forward sales contracts are utilized. Rate lock commitments are residential mortgage loan commitments with customers, which guarantee a specified interest
rate for a specified period of time. Trustmark’s obligations under forward contracts consist of commitments to deliver mortgage loans, originated and/or
purchased, in the secondary market at a future date. The gross notional amount of Trustmark’s off-balance sheet obligations under these derivative instruments
totaled $162.1 million at December 31, 2024, with a positive valuation adjustment of $908 thousand, compared to $171.4 million, with a negative valuation
adjustment of $150 thousand at December 31, 2023.
Trustmark utilizes a portfolio of exchange-traded derivative instruments, such as Treasury note futures contracts and option contracts, to achieve a fair value
return that economically hedges changes in the fair value of the MSR attributable to interest rates. These transactions are considered freestanding derivatives
that do not otherwise qualify for hedge accounting under GAAP. The total notional amount of these derivative instruments was $311.5 million at December 31,
2024 compared to $285.0 million at December 31, 2023. These exchange-traded derivative instruments are accounted for at fair value with changes in the fair
value recorded as noninterest income in mortgage banking, net and are offset by the changes in the fair value of the MSR. The MSR fair value represents the
present value of future cash flows, which among other things includes decay and the effect of changes in interest rates. Ineffectiveness of hedging the MSR fair
value is measured by comparing the change in value of hedge instruments to the change in the fair value of the MSR asset attributable to changes in interest
rates and other market driven changes in valuation inputs and assumptions. The impact of this strategy resulted in a net negative ineffectiveness of $9.2 million
for the year ended December 31, 2024, compared to a net negative ineffectiveness of $6.3 million for the year ended December 31, 2023 and a net negative
ineffectiveness of $4.1 million for the year ended December 31, 2022.
Trustmark offers certain interest rate derivatives products directly to qualified commercial lending clients seeking to manage their interest rate risk under loans
they have entered into with TNB. Trustmark economically hedges interest rate swap transactions executed
68
with commercial lending clients by entering into offsetting interest rate swap transactions with institutional derivatives market participants. Derivatives
transactions executed as part of this program are not designated as qualifying hedging relationships under GAAP and are, therefore, carried on Trustmark’s
financial statements at fair value with the change in fair value recorded as noninterest income in bank card and other fees. Because these derivatives have
mirror-image contractual terms, in addition to collateral provisions which mitigate the impact of non-performance risk, the changes in fair value are expected to
substantially offset. The Chicago Mercantile Exchange rules legally characterize variation margin collateral payments made or received for centrally cleared
interest rate swaps as settlements rather than collateral. As a result, centrally cleared interest rate swaps included in other assets and other liabilities are
presented on a net basis in the accompanying consolidated balance sheets. At December 31, 2024, Trustmark had interest rate swaps with an aggregate notional
amount of $1.819 billion related to this program, compared to $1.500 billion at December 31, 2023.
Credit-Risk-Related Contingent Features
Trustmark has agreements with its financial institution counterparties that contain provisions where if Trustmark defaults on any of its indebtedness, including
default where repayment of the indebtedness has not been accelerated by the lender, then Trustmark could also be deemed to be in default on its derivatives
obligations.
At December 31, 2024, the termination value of interest rate swaps in a liability position, which includes accrued interest but excludes any adjustment for
nonperformance risk, related to these agreements was $568 thousand compared to $1.4 million at December 31, 2023. At December 31, 2024 and 2023,
Trustmark had posted collateral of $1.5 million and $2.0 million, respectively, against its obligations because of negotiated thresholds and minimum transfer
amounts under these agreements. If Trustmark had breached any of these triggering provisions at December 31, 2024, it could have been required to settle its
obligations under the agreements at the termination value (which is expected to approximate fair market value).
Credit risk participation agreements arise when Trustmark contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated
with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third-party default on the underlying swap. At
December 31, 2024, Trustmark had entered into eleven risk participation agreements as a beneficiary with and aggregate notional amount of $83.9 million
compared to six risk participation agreements as a beneficiary with an aggregate notional amount of $40.1 million at December 31, 2023. At December 31,
2024, Trustmark had entered into twenty-eight risk participation agreements as a guarantor with an aggregate notional amount of $229.1 million, compared to
thirty-five risk participation agreements as a guarantor with an aggregate notional amount of $304.7 million at December 31, 2023. The aggregate fair values of
these risk participation agreements were immaterial at December 31, 2024 and 2023.
Trustmark’s participation in the derivatives markets is subject to increased federal regulation of these markets. Trustmark believes that it may continue to use
financial derivatives to manage interest rate risk and also to offer derivatives products to certain qualified commercial lending clients in compliance with the
Volcker Rule. However, the increased federal regulation of the derivatives markets has increased the cost to Trustmark of administering its derivatives
programs. Some of these costs (particularly compliance costs related to the Volcker Rule and other federal regulations) are expected to recur in the future.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market/Interest Rate Risk Management
The primary purpose in managing interest rate risk is to invest capital effectively and preserve the value created by the core banking business. This is
accomplished through the development and implementation of lending, funding, pricing and hedging strategies designed to maximize net interest income
performance under varying interest rate environments subject to specific liquidity and interest rate risk guidelines.
Financial simulation models are the primary tools used by Management’s Asset/Liability Committee to measure interest rate exposure. The significant increase
in short-term market interest rates and the overall interest rate environment is likely to affect the balance sheet composition and rates. The simulation
incorporates assumptions regarding the effects of such changes based on a combination of historical analysis and expected behavior. Using a wide range of
scenarios, Management is provided with extensive information on the potential impact on net interest income caused by changes in interest rates. Models are
structured to simulate cash flows and accrual characteristics of Trustmark’s balance sheet. Assumptions are made about the direction and volatility of interest
rates, the slope of the yield curve and the changing composition of Trustmark’s balance sheet, resulting from both strategic plans and customer behavior. In
addition, the model incorporates Management’s assumptions and expectations regarding such factors as loan and deposit growth, pricing, prepayment speeds
and spreads between interest rates.
69
Based on the results of the simulation models using static balances, the table below summarizes the effect various one-year interest rate shift scenarios would
have on net interest income compared to a base case, flat scenario at December 31, 2024 and 2023.
Estimated % Change
in Net Interest Income
Change in Interest Rates
2024
2023
+200 basis points
0.8 %
0.5 %
+100 basis points
0.4 %
0.3 %
-100 basis points
-1.2 %
-0.4 %
-200 basis points
-3.0 %
-1.0 %
Management cannot provide any assurance about the actual effect of changes in interest rates on net interest income. The estimates provided do not include the
effects of possible strategic changes in the balances of various assets and liabilities throughout 2025 or additional actions Trustmark could undertake in response
to changes in interest rates. Management will continue to prudently manage the balance sheet in an effort to control interest rate risk and maintain profitability
over the long term.
Another component of interest rate risk management is measuring the economic value-at-risk for a given change in market interest rates. The economic value-
at-risk may indicate risks associated with longer-term balance sheet items that may not affect net interest income at risk over shorter time periods. Trustmark
uses computer-modeling techniques to determine the present value of all asset and liability cash flows (both on- and off-balance sheet), adjusted for prepayment
expectations, using a market discount rate. The economic value of equity (EVE), also known as net portfolio value, is defined as the difference between the
present value of asset cash flows and the present value of liability cash flows. The resulting change in EVE in different market rate environments, from the base
case scenario, is the amount of EVE at risk from those rate environments.
The following table summarizes the effect that various interest rate shifts would have on net portfolio value at December 31, 2024 and 2023.
Estimated % Change
in Net Portfolio Value
Change in Interest Rates
2024
2023
+200 basis points
-1.3 %
-2.3 %
+100 basis points
-0.4 %
-0.9 %
Trustmark determines the fair value of the MSR using a valuation model administered by a third party that calculates the present value of estimated future net
servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of
prepayment speeds, discount rate, default rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee
income and other ancillary income such as late fees. Management reviews all significant assumptions quarterly. Mortgage loan prepayment speeds, a key
assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal. The discount rate used to determine the
present value of estimated future net servicing income, another key assumption in the model, is an estimate of the required rate of return investors in the market
would require for an asset with similar risk. Both assumptions can, and generally will, change as market conditions and interest rates change.
By way of example, an increase in either the prepayment speed or discount rate assumption will result in a decrease in the fair value of the MSR, while a
decrease in either assumption will result in an increase in the fair value of the MSR. In recent years, there have been significant market-driven fluctuations in
loan prepayment speeds and discount rates. These fluctuations can be rapid and may continue to be significant. Therefore, estimating prepayment speed and/or
discount rates within ranges that market participants would use in determining the fair value of the MSR requires significant management judgment.
At December 31, 2024, the MSR fair value was $139.3 million, compared to $131.9 million at December 31, 2023. The impact on the MSR fair value of a 10%
adverse change in prepayment speeds or a 100-basis point increase in discount rates at December 31, 2024 would be a decline in fair value of approximately
$4.9 million and $5.6 million, respectively, compared to a decline in fair value of approximately $4.8 million and $5.4 million, respectively, at December 31,
2023. Changes of equal magnitude in the opposite direction would produce similar increases in fair value in the respective amounts.
70
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
Shareholders and the Board of Directors of Trustmark Corporation
Jackson, Mississippi
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Trustmark Corporation and subsidiaries (the “Company”) as of December 31, 2024, and
2023, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-
year period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024,
and 2023, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by
COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over
financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
71
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
Allowance for Credit Losses, LHFI Reasonable and Supportable Forecasts
As described in Note 1 - Significant Accounting Policies and Note 5 – LHFI and ACL, LFHI to the consolidated financial statements, the Company uses a third-
party software application to calculate the quantitative portion of the allowance for credit losses, which employs a discounted cash flow (DCF) or weighted
average remaining maturity (WARM) method by loan pool. A reasonable and supportable forecast is developed through a Loss Driver Analysis (LDA) by loan
class. The LDA uses charge off data from Trustmark National Bank’s Federal Financial Institutions Examination Council (FFIEC) reports to construct a
periodic default rate (PDR). The PDR is decomposed into a probability of default (PD). Regressions are run using the data for various macroeconomic
variables in order to determine which correlate to the Company’s losses. These variables are then incorporated into the application to calculate a quarterly PD
using a third-party baseline forecast. Loss given default (LGD) is derived from a method that traces the relationship between LGD and PD over a period of time
and projects LGD based on the PD forecast. This model approach is applicable to all pools within the construction, land development and other land, other
secured by 1-4 family residential properties, secured by nonfarm, nonresidential properties and other real estate secured loan classes, as well as all other
consumer and other loans pools. For commercial and industrial loan pools, the Company uses its own PD and LGD data. The Company utilizes a third-party
bond default study to derive the PD and LGD for the obligations of state and political subdivisions pool.
The Company determined that reasonable and supportable forecasts could be made for a twelve-month period for all of its loan pools in which models were
developed through the LDA. To the extent the lives of the loans in the LHFI portfolio extend beyond this forecast period, Trustmark uses a reversion period of
four quarters and reverts to the historical mean on a straight-line basis over the remaining life of the loans.
Estimating reasonable and supportable forecasts requires significant judgment and could have a material effect on the Company’s financial statements.
Management leverages economic projections from an independent third party for its forecasts over the forecast period. We identified auditing the reasonableness
of forecasts, including the LDA, as a critical audit matter as it involves especially subjective auditor judgment and increased audit effort, including the
involvement of specialists.
The primary audit procedures we performed to address this critical audit matter included the following:
Tested the effectiveness of controls over the LDA and reasonable and supportable forecast including:
•
Relevance and reliability of the underlying data including FFIEC data.
•
Model validation performed by a third-party specialist.
•
Reasonableness of significant assumptions and judgments applied in the forecast and results of the calculation.
Performed substantive testing over the LDA and reasonable and supportable forecast including:
•
Tested relevance and reliability of underlying data including FFIEC data.
•
Utilized the work of internal specialists to assist in evaluating the appropriateness and mathematical accuracy of the LDA, methodologies applied,
and the relevance and reliability of data used in the development of the forecast models.
•
Evaluated the reasonableness of significant assumptions and judgments.
/s/ Crowe LLP
We have served as the Company’s auditor since 2015, which is the year the engagement letter was signed for the audit of the 2016 financial statements.
Fort Lauderdale, Florida
February 19, 2025
72
Trustmark Corporation and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
December 31,
2024
2023
Assets
Cash and due from banks
$
567,251 $
975,343
Securities available for sale, at fair value (amortized cost: $1,719,537-2024;
$1,959,007-2023; allowance for credit losses (ACL): $0)
1,692,534
1,762,878
Securities held to maturity, net of ACL of $0
(fair value: $1,259,107-2024; $1,355,504-2023)
1,335,385
1,426,279
Loans held for sale (LHFS)
200,307
184,812
Loans held for investment (LHFI)
13,089,942
12,950,524
Less ACL, LHFI
160,270
139,367
Net LHFI
12,929,672
12,811,157
Premises and equipment, net
235,410
232,229
Mortgage servicing rights (MSR)
139,317
131,870
Goodwill
334,605
334,605
Identifiable intangible assets, net
126
236
Other real estate, net
5,917
6,867
Operating lease right-of-use assets
34,668
35,711
Other assets
677,230
752,568
Assets of discontinued operations
—
67,634
Total Assets
$
18,152,422 $
18,722,189
Liabilities
Deposits:
Noninterest-bearing
$
3,073,565 $
3,197,620
Interest-bearing
12,034,610
12,372,143
Total deposits
15,108,175
15,569,763
Federal funds purchased and securities sold under repurchase agreements
324,008
405,745
Other borrowings
301,541
483,230
Subordinated notes
123,702
123,482
Junior subordinated debt securities
61,856
61,856
ACL on off-balance sheet credit exposures
29,392
34,057
Operating lease liabilities
38,698
39,097
Other liabilities
202,723
331,085
Liabilities of discontinued operations
—
12,027
Total Liabilities
16,190,095
17,060,342
Shareholders' Equity
Common stock, no par value:
Authorized: 250,000,000 shares
Issued and outstanding: 61,008,023 shares - 2024; 61,071,173 shares - 2023
12,711
12,725
Capital surplus
157,899
159,688
Retained earnings
1,875,376
1,709,157
Accumulated other comprehensive income (loss), net of tax
(83,659 )
(219,723 )
Total Shareholders' Equity
1,962,327
1,661,847
Total Liabilities and Shareholders' Equity
$
18,152,422 $
18,722,189
See notes to consolidated financial statements.
73
Trustmark Corporation and Subsidiaries
Consolidated Statements of Income
($ in thousands, except per share data)
Years Ended December 31,
2024
2023
2022
Interest Income
Interest and fees on LHFS & LHFI
$
844,738 $
775,309 $
472,990
Interest and fees on PPP loans
—
—
639
Interest on securities:
Taxable
85,921
66,100
59,717
Tax exempt
4
208
333
Other interest income
29,667
37,215
8,154
Total Interest Income
960,330
878,832
541,833
Interest Expense
Interest on deposits
329,381
245,951
29,069
Interest on federal funds purchased and securities sold under
repurchase agreements
20,154
20,419
6,127
Other interest expense
26,374
59,584
11,929
Total Interest Expense
375,909
325,954
47,125
Net Interest Income
584,421
552,878
494,708
Provision for credit losses (PCL), LHFI
37,287
27,362
21,677
PCL, LHFI sale of 1-4 family mortgage loans
8,633
—
—
PCL, off-balance sheet credit exposures
(4,665 )
(2,781 )
1,215
Net Interest Income After PCL
543,166
528,297
471,816
Noninterest Income
Service charges on deposit accounts
44,382
43,416
42,157
Bank card and other fees
33,301
33,439
36,105
Mortgage banking, net
26,626
26,216
28,306
Wealth management
37,251
35,092
35,013
Other, net
17,813
10,231
9,841
Securities gains (losses), net
(182,792 )
39
—
Total Noninterest Income (Loss)
(23,419 )
148,433
151,422
Noninterest Expense
Salaries and employee benefits
266,239
268,270
254,247
Services and fees
101,590
107,805
103,893
Net occupancy - premises
29,128
28,507
27,986
Equipment expense
24,915
25,844
24,145
Litigation settlement expense
—
6,500
100,750
Other expense
63,818
58,770
53,112
Total Noninterest Expense
485,690
495,696
564,133
Income from continuing operations before income taxes
34,057
181,034
59,105
Income taxes from continuing operations
(11,153 )
27,744
(1,813 )
Income From Continuing Operations
45,210
153,290
60,918
Income from discontinued operations before income taxes
237,152
16,302
14,642
Income taxes from discontinued operations
59,353
4,103
3,673
Income From Discontinued Operations
177,799
12,199
10,969
Net Income
$
223,009 $
165,489 $
71,887
Earnings Per Share (EPS)
Basic EPS from continuing operations
$
0.74 $
2.51 $
0.99
Basic EPS from discontinued operations
2.91
0.20
0.18
Basic EPS (1)
3.65
2.71
1.17
Diluted EPS from continuing operations
$
0.74
$
2.50
$
0.99
Diluted EPS from discontinued operations
2.90
0.20
0.18
Diluted EPS (1)
3.63
2.70
1.17
(1)
Due to rounding, earnings (loss) per share from continuing operations and discontinued operations may not sum to earnings per share from net income.
See notes to consolidated financial statements.
74
Trustmark Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
($ in thousands)
Years Ended December 31,
2024
2023
2022
Net income per consolidated statements of income
$
223,009 $
165,489 $
71,887
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on available for sale securities and
transferred securities:
Net unrealized holding gains (losses) arising during the period
(10,249 )
38,133
(172,143 )
Reclassification adjustment for net (gains) losses realized in
net income
137,094
(29 )
—
Change in net unrealized holding loss on securities transferred to
held to maturity
10,940
11,668
(64,525 )
Pension and other postretirement benefit plans:
Change in the actuarial loss of pension and other postretirement
benefit plans
1,095
(518 )
8,094
Reclassification adjustments for changes realized in net income:
Net change in prior service costs
83
83
83
Recognized net (gain) loss due to lump sum settlements
(10 )
19
—
Change in net actuarial loss
186
133
817
Derivatives:
Change in the accumulated gain (loss) on effective cash flow
hedge derivatives
(16,674 )
(6,098 )
(15,514 )
Reclassification adjustment for (gain) loss realized in net income
13,599
12,289
345
Other comprehensive income (loss), net of tax
136,064
55,680
(242,843 )
Comprehensive income (loss)
$
359,073 $
221,169 $
(170,956 )
See notes to consolidated financial statements.
75
Trustmark Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands, except per share data)
Accumulated
Other
Common Stock
Comprehensive
Shares
Capital
Retained
Income
Outstanding
Amount
Surplus
Earnings
(Loss)
Total
Balance, January 1, 2022
61,648,679 $
12,845 $ 175,913 $
1,585,113 $
(32,560 ) $
1,741,311
Net income per consolidated statements of
income
—
—
—
71,887
—
71,887
Other comprehensive income (loss), net of
tax
—
—
—
—
(242,843 )
(242,843 )
Cash dividends paid on common stock
($0.92 per share)
—
—
—
(56,679 )
—
(56,679 )
Shares withheld to pay taxes, long-term
incentive plan
118,398
24
(1,711 )
—
—
(1,687 )
Repurchase and retirement of common
stock
(789,391 )
(164 )
(24,440 )
—
—
(24,604 )
Compensation expense, long-term
incentive plan
—
—
4,883
—
—
4,883
Balance, December 31, 2022
60,977,686
12,705
154,645
1,600,321
(275,403 )
1,492,268
Net income per consolidated statements of
income
—
—
—
165,489
—
165,489
Other comprehensive income (loss), net of
tax
—
—
—
—
55,680
55,680
Cash dividends paid on common stock
($0.92 per share)
—
—
—
(56,653 )
—
(56,653 )
Shares withheld to pay taxes, long-term
incentive plan
93,487
20
(1,112 )
—
—
(1,092 )
Compensation expense, long-term
incentive plan
—
—
6,155
—
—
6,155
Balance, December 31, 2023
61,071,173
12,725
159,688
1,709,157
(219,723 )
1,661,847
Net income per consolidated statements of
income
—
—
—
223,009
—
223,009
Other comprehensive income (loss), net of
tax
—
—
—
—
136,064
136,064
Cash dividends paid on common stock
($0.92 per share)
—
—
—
(56,790 )
—
(56,790 )
Shares withheld to pay taxes, long-term
incentive plan
140,003
29
(1,548 )
—
—
(1,519 )
Repurchase and retirement of common
stock
(203,153 )
(43 )
(7,456 )
—
—
(7,499 )
Compensation expense, long-term
incentive plan
—
—
7,215
—
—
7,215
Balance, December 31, 2024
61,008,023 $
12,711 $ 157,899 $
1,875,376 $
(83,659 ) $
1,962,327
See notes to consolidated financial statements.
76
Trustmark Corporation and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
Years Ended December 31,
2024
2023
2022
Operating Activities
Net income per consolidated statements of income
$
223,009
$
165,489
$
71,887
Adjustments to reconcile net income to net cash provided by operating activities:
PCL
41,255
24,581
22,892
Depreciation and amortization
38,067
35,756
39,882
Net (accretion) amortization of securities
(10,571 )
6,140
11,206
Securities (gains) losses, net
182,792
(39 )
—
Gains on sales of loans, net
(19,279 )
(13,599 )
(24,914 )
Gain on disposition of business
(228,272 )
—
—
Compensation expense, long-term incentive plan
7,215
6,155
4,883
Deferred income tax provision
23,800
(4,800 )
(16,800 )
Proceeds from sales of LHFS
1,161,563
1,149,609
1,267,967
Purchases and originations of LHFS
(1,137,962 )
(1,177,563 )
(1,116,232 )
Originations of MSR
(13,291 )
(13,712 )
(17,843 )
Earnings on bank-owned life insurance
(4,078 )
(5,244 )
(4,875 )
Net change in other assets
(6,225 )
(11,454 )
(51,921 )
Net change in other liabilities
(108,545 )
34,376
167,743
Other operating activities, net
(32,549 )
1,192
(57,359 )
Net cash from operating activities
116,929
196,887
296,516
Investing Activities
Proceeds from maturities, prepayments and calls of securities held to maturity
116,186
103,051
136,135
Proceeds from maturities, prepayments and calls of securities available for sale
243,981
301,344
435,386
Proceeds from sales of securities available for sale
1,378,272
4,796
—
Purchases of securities held to maturity
(10,644 )
(19,491 )
(604,938 )
Purchases of securities available for sale
(1,555,065 )
—
(230,527 )
Net proceeds from bank-owned life insurance
(46 )
(46 )
288
Net change in federal funds sold and securities purchased under reverse
repurchase agreements
—
4,000
(4,000 )
Net change in member bank stock
9,496
17,830
(39,329 )
Net change in LHFI
(220,974 )
(761,931 )
(1,925,327 )
Proceeds from sales of 1-4 family mortgage loans
43,935
—
—
Purchases of premises and equipment
(23,493 )
(40,082 )
(26,624 )
Proceeds from sales of premises and equipment
2,219
1,863
5,107
Proceeds from sales of other real estate
4,980
2,410
3,136
Purchases of software
(5,092 )
(8,575 )
(7,388 )
Investments in tax credit and other partnerships
(20,706 )
(16,343 )
(22,321 )
Proceeds from disposition of business, net
321,345
—
—
Other, net
200
—
—
Net cash from investing activities
284,594
(411,174 )
(2,280,402 )
Financing Activities
Net change in deposits
(461,588 )
1,132,115
(649,512 )
Net change in federal funds purchased and securities sold under
repurchase agreements
(81,737 )
(43,586 )
210,754
Net change in other borrowings
(200,058 )
(575,020 )
974,981
Payments under finance lease obligations
(424 )
(721 )
(1,409 )
Common stock dividends
(56,790 )
(56,653 )
(56,679 )
Repurchase and retirement of common stock
(7,499 )
—
(24,604 )
Shares withheld to pay taxes, long-term incentive plan
(1,519 )
(1,092 )
(1,687 )
Net cash from financing activities
(809,615 )
455,043
451,844
Net change in cash and cash equivalents
(408,092 )
240,756
(1,532,042 )
Cash and cash equivalents at beginning of year
975,343
734,587
2,266,629
Cash and cash equivalents at end of year
$
567,251
$
975,343
$
734,587
See notes to consolidated financial statements.
77
Note 1 – Significant Accounting Policies
Business
Trustmark Corporation (Trustmark) is a bank holding company headquartered in Jackson, Mississippi. Through its subsidiaries, Trustmark operates as a
financial services organization providing banking and financial solutions to corporate institutions and individual customers through offices in Alabama, Florida,
Georgia, Mississippi, Tennessee and Texas.
Basis of Financial Statement Presentation
The consolidated financial statements include the accounts of Trustmark and all other entities in which Trustmark has a controlling financial interest. All
significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to
conform to the current period presentation.
The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). The preparation of
financial statements in conformity with these accounting principles requires Management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and income and expense during the reporting periods and the related disclosures. Although
Management’s estimates contemplate current conditions and how they are expected to change in the future, it is reasonably possible that in 2025 actual
conditions could vary from those anticipated, which could affect Trustmark’s financial condition and results of operations. Actual results could differ from
those estimates.
Securities
Securities are classified as either held to maturity or available for sale. Securities are classified as held to maturity and carried at amortized cost when
Management has the positive intent and the ability to hold them until maturity. Securities to be held for indefinite periods of time are classified as available for
sale and carried at fair value, with the unrealized holding gains and losses reported as a component of other comprehensive income (loss), net of tax. Securities
available for sale are used as part of Trustmark’s interest rate risk management strategy and may be sold in response to changes in interest rates, changes in
prepayment rates and other factors. Management determines the appropriate classification of securities at the time of purchase.
The amortized cost of debt securities classified as securities held to maturity or securities available for sale is adjusted for amortization of premiums and
accretion of discounts to maturity of the security using the interest method. Such amortization or accretion is included in interest on securities. Realized gains
and losses are determined using the specific identification method and are included in noninterest income as securities gains (losses), net.
Securities transferred from the available for sale category to the held to maturity category are recorded at fair value at the date of transfer. Unrealized holding
gains or losses associated with the transfer of securities from available for sale to held to maturity are included in the balance of accumulated other
comprehensive income (loss), net of tax, in the consolidated balance sheets. These unrealized holding gains or losses are amortized over the remaining life of
the security as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated
security.
Allowance for Credit Losses (ACL)
Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 326 requires a current expected credit losses methodology for
estimating allowances for credit losses and applies to all financial instruments carried at amortized cost, including securities held to maturity, and makes targeted
improvements to the accounting for credit losses on securities available for sale.
Under FASB ASC Topic 326, the ACL is an estimate measured using relevant information about past events, including historical credit loss experience on
financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash
flows over the contractual term of the financial assets.
Trustmark adopted a zero-credit loss assumption for certain classes of securities. This zero-credit loss assumption applies to debt issuances of the U.S. Treasury
and agencies and instrumentalities of the United States government. The reasons behind the adoption of the zero-credit loss assumption were as follows:
•
High credit rating
•
Long history with no credit losses
•
Guaranteed by a sovereign entity
•
Widely recognized as “risk-free rate”
78
•
Ability and authority to print its own currency
•
Currency is routinely held by central banks, used in international commerce, and commonly viewed as reserve currency
•
Currently under the U.S. Government conservatorship or receivership
Trustmark continuously monitors any changes in economic conditions, credit downgrades, changes to explicit or implicit guarantees granted to certain debt
issuers, and any other relevant information that would indicate potential credit deterioration and prompt Trustmark to reconsider its zero-credit loss assumption.
Securities Available for Sale
FASB ASC Subtopic 326-30, “Financial Instruments-Credit Losses-Available-for-Sale Debt Securities,” replaced the concept of other-than-temporarily
impaired with the ACL. Unlike securities held to maturity, securities available for sale are evaluated on an individual level and pooling of securities is not
allowed.
Quarterly, Trustmark evaluates if any security has a fair value less than its amortized cost. Once these securities are identified, in order to determine whether a
decline in fair value resulted from a credit loss or other factors, Trustmark performs further analysis as outlined below:
•
Review the extent to which the fair value is less than the amortized cost and observe the security’s lowest credit rating as reported by third-party
credit ratings companies.
•
The securities that violate the credit loss triggers above would be subjected to additional analysis that may include, but is not limited to: changes in
market interest rates, changes in securities credit ratings, security type, service area economic factors, financial performance of the issuer/or obligor of
the underlying issue and third-party guarantee.
•
If Trustmark determines that a credit loss exists, the credit portion of the allowance will be measured using a discounted cash flow (DCF) analysis
using the effective interest rate as of the security’s purchase date. The amount of credit loss Trustmark records will be limited to the amount by which
the amortized cost exceeds the fair value.
The DCF analysis utilizes contractual maturities, as well as third-party credit ratings and cumulative default rates published annually by Moody’s Investor
Service (Moody’s).
Accrued interest receivable is excluded from the estimate of credit losses for securities available for sale and reported in other assets on the consolidated balance
sheets.
Securities Held to Maturity
FASB ASC Subtopic 326-20, “Financial Instruments-Credit Losses-Measured at Amortized Cost,” requires institutions to measure expected credit losses on
financial assets carried at amortized cost on a collective or pool basis when similar risks exist. Trustmark uses several levels of segmentation to measure
expected credit losses for its held to maturity securities:
•
The portfolio is segmented into agency and non-agency securities.
•
The non-agency securities are separated into municipal, mortgage, and corporate securities.
•
Each individual segment is categorized by third-party credit ratings.
As discussed above, Trustmark has determined that for certain classes of securities it would be appropriate to assume the expected credit loss to be zero, which
include debt issuances of the U.S. Treasury and agencies and instrumentalities of the United States government. This assumption is reviewed and attested to
quarterly. Trustmark uses an internally built model to verify the accuracy of third-party provided calculations.
Accrued interest receivable is excluded from the estimate of credit losses for securities held to maturity and included in other assets on the consolidated balance
sheets.
Trustmark monitors the credit quality of securities held to maturity on a monthly basis through credit ratings.
79
LHFS
Trustmark's LHFS portfolio consists of mortgage loans purchased from wholesale customers or originated in Trustmark’s General Banking Segment. Trustmark
has elected to account for its LHFS under the fair value option permitted by FASB ASC Topic 825, “Financial Instruments,” with interest income on the LHFS
reported in interest and fees on LHFS and LHFI. Trustmark reports unrealized gains and losses resulting from changes in the fair value of the LHFS accounted
for under the fair value option as noninterest income in mortgage banking, net. LHFS are actively managed and monitored and certain market risks of the loans
may be mitigated through the use of derivatives. These derivative instruments are carried at fair value with changes in the fair value reported as noninterest
income in mortgage banking, net. Changes in the fair value of the LHFS are largely offset by changes in the fair value of the derivative instruments. Election of
the fair value option allows Trustmark to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for its LHFS at
the lower of cost or fair value and the derivative instruments at fair value. Realized gains and losses upon ultimate sale of the loans are reported as noninterest
income in mortgage banking, net.
Government National Mortgage Association (GNMA) optional repurchase programs allow financial institutions to buy back individual delinquent mortgage
loans that meet certain criteria from the securitized loan pool for which the institution provides servicing. At the servicer’s option and without GNMA’s prior
authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under
FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option until the delinquency criteria are met, at which time
the option becomes unconditional. When Trustmark is deemed to have regained effective control over these loans under the unconditional buy-back option, the
loans can no longer be reported as sold and must be brought back onto the balance sheet as LHFS, regardless of whether Trustmark intends to exercise the buy-
back option. These loans are reported as LHFS with the offsetting liability being reported as short-term borrowings. The fair value option election does not
apply to the GNMA optional repurchase loans which do not meet the requirements under FASB ASC Topic 825 to be accounted for under the fair value option.
Trustmark defers the upfront loan fees and costs related to the LHFS. In general, the LHFS are only retained on Trustmark’s balance sheet for 30 to 45 days
before they are pooled and sold in the secondary market. The difference between deferring these loan fees and costs until the loans are sold and recognizing
them in earnings as incurred as required by FASB ASC Subtopic 825-10 is considered immaterial. Deferred loan fees and costs are reflected in the basis of the
LHFS and, as such, impact the resulting gain or loss when the loans are sold.
LHFI
LHFI are loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off and are reported at amortized cost net of
the ACL. Amortized cost is the amount of unpaid principal, adjusted for the net amount of direct costs and nonrefundable loan fees associated with lending.
The net amount of nonrefundable loan origination fees and direct costs associated with the lending process, including commitment fees, is deferred and accreted
to interest income over the lives of the loans using a method that approximates the interest method. Interest on LHFI is accrued and recorded as interest income
based on the outstanding principal balance.
Past due LHFI are loans contractually past due 30 days or more as to principal or interest payments. A LHFI is classified as nonaccrual, and the accrual of
interest on such loan is discontinued, when the contractual payment of principal or interest becomes 90 days past due on commercial credits and 120 days past
due on non-business purpose credits. In addition, a credit may be placed on nonaccrual at any other time Management has serious doubts about further
collectability of principal or interest according to the contractual terms, even though the loan is currently performing. A LHFI may remain in accrual status if it
is in the process of collection and well-secured. When a LHFI is placed in nonaccrual status, interest accrued but not received is reversed against interest
income. Interest payments received on nonaccrual LHFI are applied against principal under the cost-recovery method, until qualifying for return to accrual
status. Under the cost-recovery method, interest income is not recognized until the principal balance is reduced to zero. LHFI are restored to accrual status
when the ultimate collectability of the total contractual principal and interest is no longer in doubt and the obligation has either been brought current or has
performed in accordance with the contractual terms for a reasonable period of time.
Purchased Credit Deteriorated (PCD) Loans
Purchased loans which have experienced more than insignificant credit deterioration since origination are considered PCD loans. An initial ACL for PCD loans
is determined at acquisition using the same ACL methodology as the LHFI. The initial ACL determined on a collective basis is allocated to individual loans.
PCD loans are reported at the amortized cost, which equals the loan purchased price plus the initial ACL. The difference between the amortized cost basis of
the PCD loan and the par value of the loan is the noncredit premium or discount, which is amortized into interest income over the life of the loan. Subsequent
changes to the ACL are recorded through the PCL, LHFI.
80
Upon adoption of FASB ASC Topic 326, Trustmark elected to maintain pools of loans that were previously accounted for under FASB ASC Subtopic 310-30,
“Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality,” and will continue to account for these pools as a unit of account. Loans
are only removed from the existing loan pools if they are written off, paid off or sold. Upon adoption of FASB ASC Topic 326, the ACL was determined for
each pool and added to the pool’s carrying value to establish a new amortized cost basis. The difference between the unpaid principal balance of the pool and
the new amortized cost basis is the noncredit premium or discount which will be amortized into interest income over the remaining life of the pool. Changes to
the ACL after adoption of FASB ASC Topic 326 are recorded through the PCL, LHFI.
ACL
LHFI
Trustmark’s ACL methodology for LHFI is based upon guidance within FASB ASC Subtopic 326-20 as well as applicable regulatory guidance. The ACL on
LHFI 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. Credit quality
within the LHFI portfolio is continuously monitored by Management and is reflected within the ACL on LHFI. The ACL on LHFI is an estimate of expected
losses inherent within Trustmark’s existing LHFI portfolio. The ACL on LHFI is adjusted through the PCL, LHFI and reduced by the charge off of loan
amounts, net of recoveries.
The loan loss estimation process involves procedures to appropriately consider the unique characteristics of Trustmark’s LHFI portfolio segments. These
segments are further disaggregated into loan classes, the level at which credit risk is estimated. When computing allowance levels, credit loss assumptions are
estimated using a model that categorizes loan pools based on loss history, delinquency status and other credit trends and risk characteristics, including current
conditions and reasonable and supportable forecasts about the future. Evaluations of the portfolio and individual credits are inherently subjective, as they
require estimates, assumptions and judgments as to the facts and circumstances of particular situations. Determining the appropriateness of the allowance is
complex and requires judgment by Management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall LHFI
portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense.
Trustmark estimates the ACL on LHFI using relevant available information, from internal and external sources, relating to past events, current conditions and
reasonable and supportable forecasts. Trustmark uses a third-party software application to calculate the quantitative portion of the ACL on LHFI using a
methodology and assumptions specific to each loan pool. The qualitative portion of the allowance is based on general economic conditions and other internal
and external factors affecting Trustmark as a whole as well as specific LHFI. Factors considered include the following: lending policies and procedures,
economic conditions and concentrations of credit, nature and volume of the portfolio, performance trends, and external factors. The quantitative and qualitative
portions of the allowance are added together to determine the total ACL on LHFI, which reflects Management’s expectations of future conditions based on
reasonable and supportable forecasts.
The methodology for estimating the amount of expected credit losses reported in the ACL on LHFI has two basic components: a collective, or pooled,
component for estimated expected credit losses for pools of loans that share similar risk characteristics, and an asset-specific component involving individual
loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans. In estimating the ACL for
the collective component, loans are segregated into loan pools based on loan product types and similar risk characteristics.
Trustmark determined that reasonable and supportable forecasts could be made for a twelve-month period for all of its loan pools. To the extent the lives of the
loans in the LHFI portfolio extend beyond this forecast period, Trustmark uses a reversion period of four quarters and reverts to the historical mean on a
straight-line basis over the remaining life of the loans.
The ACL for individual loans that do not share risk characteristics with other loans is measured as the difference between the discounted value of expected
future cash flows, based on the effective interest rate at origination, and the amortized cost basis of the loan, or the net realizable value. The ACL is the
difference between the loan’s net realizable value and its amortized cost basis (net of previous charge-offs and deferred loan fees and costs), except for
collateral-dependent loans. A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be
provided substantially through the sale of the collateral. The expected credit loss for collateral-dependent loans is measured as the difference between the
amortized cost basis of the loan and the fair value of the collateral, adjusted for the estimated cost to sell. Fair value estimates for collateral-dependent loans are
derived from appraised values based on the current market value or the ‘as is’ value of the collateral, normally from recently received and reviewed appraisals.
Current appraisals are ordered on an annual basis based on the inspection date or more often if market conditions necessitate. Appraisals are obtained from
state-certified appraisers and are based on certain assumptions, which may include construction or development status and the highest and best use of the
property. These appraisals are reviewed by Trustmark’s Appraisal Review Department to ensure they are acceptable, and values are adjusted down for costs
associated with asset disposal. If the calculated expected credit loss is determined to be permanent or not recoverable, the amount of the expected credit loss is
charged off.
81
Accrued interest receivable is not included in the amortized cost basis of Trustmark’s LHFI and, therefore, excluded from the estimate of credit losses for LHFI.
LHFI are charged off against the ACL on LHFI, with any subsequent recoveries credited back to the ACL on LHFI account. Recoveries may not exceed the
aggregate of amounts previously charged off. Trustmark’s Loan Policy Manual dictates the guidelines to be followed in determining when a loan is charged off.
Commercial purpose LHFI are charged off when a determination is made that the loan is uncollectible and continuance as a bankable asset is not warranted.
Consumer LHFI secured by 1-4 family residential real estate are generally charged off or written down to the fair value of the collateral less cost to sell at no
later than 180 days of delinquency. Non-real estate consumer purpose LHFI, including both secured and unsecured loans, are generally charged off by 120 days
of delinquency. Consumer revolving lines of credit and credit card debt are generally charged off on or prior to 180 days of delinquency.
ACL on Off-Balance Sheet Credit Exposures
Under FASB ASC Subtopic 326-20, Trustmark is required to estimate expected credit losses for off-balance sheet credit exposures which are not
unconditionally cancellable. Trustmark maintains a separate ACL on off-balance sheet credit exposures, including unfunded loan commitments and letters of
credit.
Expected credit losses for off-balance sheet credit exposures are estimated by calculating a commitment usage factor over the contractual period for exposures
that are not unconditionally cancellable by Trustmark. Trustmark calculates a loan pool level unfunded amount for the period. Trustmark views the loan pools
as either closed-ended or open-ended. Closed-ended loan pools are those that typically fund up to 100% such as other construction and nonowner-occupied.
Open-ended loan pools are those that behave similar to a revolver such as the commercial and industrial and home equity line of credit loan pools. In addition to
the unfunded balances, Trustmark uses a funding rate for loan pools that are considered open-ended. Trustmark calculates the funding rate of the open-ended
loan pools each period. In order to mitigate volatility and incorporate historical experience in the funding rate, Trustmark uses a twelve-quarter moving average.
For the closed-ended loan pools, Trustmark takes a conservative approach and uses a 100% funding rate. The expected funding rate is applied to each pool’s
unfunded commitment balances to ensure that reserves will be applied to each pool based on balances expected to be funded based upon historical levels. In
addition to the funding rate being applied to the unfunded commitment balance, a reserve rate is applied, which includes both quantitative and a majority of the
qualitative aspects of the current period's expected credit loss rate. During 2024, Management implemented a performance trends qualitative factor for
unfunded commitments and an External Factor - Credit Quality Review qualitative factor for unfunded commitments. For both qualitative factors, the same
assumptions are applied in the unfunded commitment calculation that are used in the funded balance calculation with the only difference being the unfunded
commitment calculation includes the funding rates for the unfunded commitments. The reserves for these two qualitative factors are added to the other
calculated reserve to get a total reserve for off-balance sheet credit exposures. Adjustments to the ACL on off-balance sheet credit exposures are recorded to the
PCL, off-balance sheet credit exposures.
No credit loss estimate is reported for off-balance sheet credit exposures that are unconditionally cancellable by Trustmark or for undrawn amounts under such
arrangements that may be drawn prior to the cancellation of the arrangement.
Premises and Equipment, Net
Premises and equipment are reported at cost, less accumulated depreciation and amortization. Depreciation is charged to expense over the estimated useful lives
of the assets, which are up to thirty-nine years for buildings and three to ten years for furniture and equipment. Leasehold improvements are amortized over the
terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. In cases where Trustmark has the right to renew the lease
for additional periods, the lease term for the purpose of calculating amortization of the capitalized cost of the leasehold improvements is extended when
Trustmark is “reasonably assured” that it will renew the lease. Depreciation and amortization expenses are computed using the straight-line method. Trustmark
continually evaluates whether events and circumstances have occurred that indicate that such long-lived assets have become impaired. Measurement of any
impairment of such long-lived assets is based on the fair values of those assets.
Branch closures and purchased land held for future branch expansion for more than five years are evaluated to determine if the related land, buildings and
building improvements should be transferred to assets held for sale in accordance with FASB ASC Topic 360, “Property, Plant and Equipment.” The property
is transferred to assets held for sale at the lower of its carrying value or fair value less cost to sell. An impairment loss is recorded at the time of transfer if the
carrying value of the assets exceeds the fair value. Impairment losses are recorded as noninterest expense in other expense.
MSR
Trustmark recognizes as assets the rights to service mortgage loans based on the estimated fair value of the MSR when loans are sold and the associated
servicing rights are retained. Trustmark has elected to account for the MSR at fair value.
82
The fair value of the MSR is determined using a valuation model administered by a third party that calculates the present value of estimated future net servicing
income. Estimates of fair value involve several assumptions, including the key valuation assumptions about market expectations of future prepayment rates,
interest rates and discount rates which are provided by a third-party firm. Prepayment rates are projected using an industry standard prepayment model. The
model considers other key factors, such as a wide range of standard industry assumptions tied to specific portfolio characteristics such as remittance cycles,
escrow payment requirements, geographic factors, foreclosure loss exposure, VA no-bid exposure, delinquency rates and cost of servicing, including base cost
and cost to service delinquent mortgages. Prevailing market conditions at the time of analysis are factored into the accumulation of assumptions and
determination of servicing value.
Trustmark economically hedges changes in the fair value of the MSR attributable to interest rates. See the section titled “Derivative Financial Instruments –
Derivatives Not Designated as Hedging Instruments” of this note for information regarding these derivative instruments.
Trustmark receives annual servicing fee income for loans serviced, which is recorded as noninterest income in mortgage banking, net. The fees are based on a
contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. Late fees and ancillary fees related to
loan servicing are not considered material.
Goodwill and Identifiable Intangible Assets
Trustmark accounts for goodwill and other intangible assets in accordance with FASB ASC Topic 350, “Intangibles – Goodwill and Other.” Goodwill, which
represents the excess of cost over the fair value of the net assets of an acquired business, is not amortized but tested for impairment on an annual basis, which is
October 1 for Trustmark, or more often if events or circumstances indicate that there may be impairment.
Identifiable intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or legal rights or
because the assets are capable of being sold or exchanged either on their own or in combination with a related contract, asset or liability. Trustmark’s
identifiable intangible assets primarily relate to core deposits and borrower relationships. These intangibles, which have definite useful lives, are amortized on
an accelerated basis over their estimated useful lives. In addition, these intangibles are evaluated for impairment whenever events and changes in circumstances
indicate that the carrying amount should be reevaluated. Trustmark also purchased banking charters in order to facilitate its entry into the states of Florida and
Texas. These identifiable intangible assets were amortized on a straight-line method over 20 years.
Other Real Estate
Other real estate includes assets that have been acquired in satisfaction of debt through foreclosure and is recorded at the fair value less cost to sell (estimated
fair value) at the time of foreclosure. Fair value is based on independent appraisals and other relevant factors. When foreclosed real estate is received in full
satisfaction of a loan, the amount, if any, by which the recorded amount of the loan exceeds the estimated fair value of the property is a loss charged against the
ACL at the time of foreclosure. If the recorded amount of the loan is less than the estimated fair value of the property, a credit is recorded to write-downs of
other real estate at the time of foreclosure.
Other real estate is revalued on an annual basis or more often if market conditions necessitate. An other real estate specific reserve may be recorded through
other real estate expense for declines in fair value subsequent to foreclosure based on recent appraisals or changes in market conditions. Subsequent to
foreclosure, losses on the periodic revaluation of the property are charged against an existing other real estate specific reserve or as noninterest expense in other
real estate expense if a reserve does not exist. Costs of operating and maintaining the properties as well as gains or losses on their disposition are also included
in other real estate expense as incurred. Improvements made to properties are capitalized if the expenditures are expected to be recovered upon the sale of the
properties.
Leases
Lessor Arrangements
Trustmark leases certain types of machinery and equipment to its commercial customers through sales-type and direct financing leases as part of its equipment
financing portfolio. Sales-type and direct financing leases are similar to other forms of installment lending in that lessors generally do not retain benefits and
risks incidental to ownership of the property subject to the leases. Such arrangements are essentially financing transactions that permit lessees to acquire and
use property. Trustmark does not have any significant operating leases in which it is the lessor.
83
As lessor, the sum of all minimum lease payments over the lease term and the estimated residual value, less unearned interest income, is recorded as the net
investment in the lease on the commencement date and is included in LHFI on the consolidated balance sheets. Interest income is accrued as earned over the
term of the lease based on the net investment in the leases and is recognized in interest and fees on LHFS and LHFI on the consolidated statements of income.
Certain fees or costs associated with lease originations are deferred and accreted or amortized to interest income over the life of the lease using the effective
interest method.
Trustmark’s portfolio of sales-type and direct financing leases generally have remaining lease terms of three to ten years, some of which include renewal options
and/or options for the lessee to purchase the leased property near or at the end of the lease term at either the residual value or a specified price. Trustmark
expects to sell or release the equipment at the end of the lease term. Due to the structure of these leases, there is no selling profit or loss on these transactions.
Lessee Arrangements
Trustmark has certain contracts that it has identified as leases according to FASB ASC Topic 842, "Leases". Trustmark classifies these leases as either
operating or finance leases and recognizes a right-of-use asset and a lease liability at the lease commencement date. The lease liability represents the present
value of the lease payments that remain unpaid as of the commencement date and the right-of-use asset is the initial lease liability recognized for the lease plus
any lease payments made to the lessor at or before the commencement date as well as any initial direct costs less any lease incentives received. Trustmark
accounts for the lease and nonlease components separately as such amounts are readily determinable.
Trustmark’s finance leases consist of building and equipment leases. Trustmark recognizes interest expense based on the discount rate of the lease as interest
expense in other interest expense and recognizes depreciation expense on a straight-line basis over the lease term as noninterest expense in net occupancy –
premises for building leases and in equipment expense for equipment leases. Trustmark amortizes the right-of-use asset over the life of the lease term on a
straight-line basis. Trustmark’s lease liabilities are measured as the present value of the remaining lease payments throughout the lease term. Trustmark records
its finance lease right-of-use assets in premises and equipment, net and its finance lease liabilities in other borrowings.
Trustmark’s operating leases primarily consist of building and land leases. Trustmark recognizes lease rent expense on a straight-line basis over the term of the
lease contract and records it as noninterest expense in net occupancy – premises for building and land leases and in equipment expense for equipment leases.
Trustmark’s amortization of the right-of-use asset is the difference between the straight-line lease expense and the interest expense recognized on the lease
liability during the period. Trustmark’s lease liabilities are measured as the present value of the remaining lease payments throughout the lease term.
Trustmark’s leases typically have one or more renewal options included in the lease contract. Due to the nature of Trustmark’s leases, for leases with renewal
options available, Trustmark considers the first renewal option as reasonably certain to renew and is therefore included in the measurement of the right-of-use
assets and lease liabilities.
In order to calculate its right-of-use assets and lease liabilities, FASB ASC Topic 842 requires Trustmark to use the rate of interest implicit in the lease when
readily determinable. If the rate implicit in the lease is not readily determinable, Trustmark is required to use its incremental borrowing rate, which is the rate of
interest Trustmark would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. Trustmark was able to
determine the implicit interest rate for its equipment leases and used that rate as its discount rate. Since the implicit interest rate for most of its building and land
leases were not readily determinable, Trustmark used its incremental borrowing rate.
Trustmark made an accounting policy election to not recognize short-term leases (12 months or less) on the balance sheet. Trustmark’s short-term leases
primarily include automated teller machines. For short-term leases, Trustmark recognizes lease expense on a straight-line basis over the lease term.
Federal Home Loan Bank (FHLB) and Federal Reserve Bank of Atlanta Stock
Trustmark accounts for its investments in FHLB and Federal Reserve Bank of Atlanta stock in accordance with FASB ASC Subtopic 942-325, “Financial
Services-Depository and Lending-Investments-Other.” FHLB and Federal Reserve Bank stock are equity securities that do not have a readily determinable fair
value because its ownership is restricted and it lacks a market. FHLB and Federal Reserve Bank stock are carried at cost and evaluated for impairment.
Trustmark’s investment in member bank stock is included in other assets in the accompanying consolidated balance sheets. At December 31, 2024 and 2023,
Trustmark’s investment in member bank stock totaled $44.9 million and $54.4 million, respectively. The carrying value of Trustmark’s member bank stock
gave rise to no other-than-temporary impairment for the years ended December 31, 2024, 2023 and 2022.
84
Revenue from Contracts with Customers
Trustmark accounts for revenue from contracts with customers in accordance with FASB ASC Topic 606, “Revenue from Contracts with Customers,” which
provides that revenue be recognized in a manner that depicts the transfer of goods or services to a customer in an amount that reflects the consideration
Trustmark expects to be entitled to in exchange for those goods or services. Revenue from contracts with customers is recognized either over time in a manner
that depicts Trustmark’s performance, or at a point in time when control of the goods or services are transferred to the customer. Trustmark’s noninterest
income, excluding all of mortgage banking, net and securities gains (losses), net and portions of bank card and other fees and other, net, are considered within
the scope of FASB ASC Topic 606. Gains or losses on the sale of other real estate, which are included in Trustmark’s noninterest expense as other expense, are
also within the scope of FASB ASC Topic 606.
General Banking Segment
Service Charges on Deposit Accounts
In general, deposit accounts represent contracts with customers with no fixed duration and can be terminated or modified by either party at any time without
compensation to the other party. According to FASB ASC Topic 606, a contract that can be terminated by either party without compensation does not exist for
periods beyond the then-current period. Therefore, deposit contracts are considered to renew day-to-day if not minute-to-minute.
Deposit contracts have a single continuous or stand-ready service obligation whereby Trustmark makes customer funds available for use by the customer as and
when the customer chooses as well as other services such as statement rendering and online banking. The specific services provided vary based on the type of
deposit account. These services are not individually distinct, but are distinct as a group, and therefore, constitute a single performance obligation which is
satisfied over time and qualifies as a series of distinct service periods.
Trustmark receives a fixed service charge amount as consideration monthly for services rendered. The service charge amount varies based on the type of
deposit account. Some of the service charge revenue is subject to refund provisions, which is variable consideration under the guidelines of FASB ASC Topic
606. Trustmark has elected the ‘as-invoiced’ practical expedient permitted under FASB ASC Topic 606 for recognition of service charge revenue. Therefore,
revenue is recognized at the time and in the amount the customer is charged. The service charge revenue is presented net of refunded amounts on Trustmark’s
consolidated statements of income.
Services related to non-sufficient funds, overdrafts, excess account activity, stop payments, dormant accounts, etc. are considered optional purchases for a
deposit contract because there is no performance obligation for Trustmark until the service is requested by the customer or the occurrence of a triggering event.
Fees for these services are fixed amounts and are charged to the customer when the service is performed. Revenue is recognized at the time the customer is
charged.
Bank Card and Other Fees
Revenue from contracts with customers in bank card and other fees includes income related to interchange fees and various other contracts which primarily
consists of contracts with a single performance obligation that is satisfied at a point in time. Trustmark receives a fixed consideration amount once the
performance obligation is completed for these contracts. Trustmark reports revenue from these contracts net of amounts refunded or due to a third party.
As both a debit and credit card issuer, Trustmark receives an interchange fee for every card transaction completed by its customers with a merchant. Trustmark
receives two types of interchange fees: point-of-sale transactions in which the customer must enter the PIN associated with the card to complete the transaction
(a debit card transaction), and signature transactions in which the signature of the customer is required to complete the transaction (a credit card transaction).
Trustmark, as the card issuing or settlement bank, has a contract (implied based on customary business practices) with the payment network in which Trustmark
has a single continuous service obligation to make funds available for settlement of the card transaction. Trustmark’s service obligation is satisfied over time
and qualifies as a series of distinct service periods. Trustmark receives interchange fees as consideration for services rendered in the amount established by the
respective payment network. The interchange fees are established by the payment network based on the type of transaction and is posted on their website.
Trustmark receives and records interchange fee revenue from the payment networks daily net of all fees and amounts due to the payment network.
Other Income
Revenue from contracts with customers in other income includes income related to cash management services and other contracts with a single performance
obligation that is satisfied at a point in time. Trustmark receives a fixed consideration amount once the performance
85
obligation is completed for these contracts. Trustmark reports revenue from these contracts net of amounts refunded or due to a third party.
Trustmark provides cash management services through the delivery of various products and services offered to its business and municipal customers including
various departments of state, city and local governments, universities and other non-profit entities. Similar to the deposit account contracts, the cash
management contracts primarily represent contracts with customers with no fixed duration and can be terminated or modified by either party at any time without
compensation to the other party. Therefore, cash management contracts are generally considered to renew day-to-day if not minute-to-minute.
Cash management contracts have a single continuous or stand-ready service obligation whereby Trustmark makes a specific service or group of services
available for use by the customer as and when the customer chooses. The specific services provided vary based on the type of account or product. These
services are not individually distinct, but are distinct as a group, and therefore, constitute a single performance obligation which is satisfied over time and
qualifies as a series of distinct service periods.
Trustmark receives a set service charge or maintenance fee amount as consideration monthly for services rendered. However, some of the fees are based on the
number of transactions that occur (i.e., flat fee for a set number of transactions per month then an additional charge for each transaction after that) or the average
daily account balance maintained by the customer during the month and a small amount of the cash management fee revenue is subject to refund provisions.
These fees represent variable consideration under the guidelines of FASB ASC Topic 606. Trustmark has elected the ‘as-invoiced’ practical expedient
permitted under FASB ASC Topic 606 for recognition of cash management fee revenue. The cash management revenue is presented net of any refunded
amounts on Trustmark’s consolidated statements of income.
Trustmark’s merchant services provider contracts directly with Trustmark business customers and provides Trustmark’s merchant customers card processing
equipment and transaction processing services. Trustmark’s contract with the merchant services provider has a single-continuous service obligation to provide
customer referrals for potential new accounts which is satisfied over time and qualifies as a series of distinct service periods. Trustmark receives a flat fee for
each new account established and a percentage of the residual income related to transactions processed for Trustmark’s merchant customers each month as
provided in the contract. Under the guidelines of FASB ASC Topic 606, the fee received for each new account and the profit sharing represent variable
consideration. Revenue from merchant card services contracts is recognized monthly using a time-elapsed measure of progress. Trustmark has elected the ‘as-
invoiced’ practical expedient permitted under FASB ASC Topic 606 for recognition of the merchant card services revenue.
Other Real Estate
Trustmark records a gain or loss from the sale of other real estate when control of the property transfers to the buyer. Trustmark records the gain or loss from
the sale of other real estate in noninterest expense as other expense. Other real estate sales for the year ended December 31, 2024 resulted in a net loss of $1.1
million compared to a net loss of $145 thousand for the year ended December 31, 2023 and a net loss of $1.0 million for the year ended December 31, 2022.
In general, purchases of Trustmark’s other real estate property are not financed by Trustmark. Financing the purchase of other real estate is evaluated based
upon the same lending policies and procedures as all other types of loans. Under FASB ASC Subtopic 610-20, “Other Income – Gains and Losses from the
Derecognition of Nonfinancial Assets,” when Trustmark finances the sale of its other real estate to a buyer, Trustmark is required to assess whether the buyer is
committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these two criteria are met,
Trustmark derecognizes the other real estate asset and records a gain or loss on the sale once control of the property is transferred to the buyer.
Wealth Management Segment
Trust Management
There are four categories of revenue included in trust management: personal trust and investments, retirement plan services, institutional custody and other.
Each of these categories includes multiple types of contracts, service obligations and fee income. However, the majority of these contracts include a single
service obligation that is satisfied over time, the customer is charged in arrears for services rendered and revenue is recognized when payment is received. In
general, the time period between when the service obligation is completed and when payment from the customer is received is less than 30 days. Revenue from
trust management contracts is primarily related to monthly service periods and based on the prior month-end’s market value. Some trust management revenue is
mandated by a court order, while other revenue consists of flat fees. Trust management revenue based on an account’s market value represents variable
consideration under the guidelines of FASB ASC Topic 606. Trustmark has elected the ‘as-invoiced’ practical expedient allowed under FASB ASC Topic 606
to account for the trust management revenue.
86
Assets under administration held by Trustmark in a fiduciary or agency capacity for customers are not included in Trustmark’s consolidated balance sheets.
Investment Services
Investment services includes both brokerage and annuity income. Trustmark has a contract with a third-party investment services company which contains a
single continuous service obligation, to provide broker-dealer and advisory services to customers on behalf of the third-party, which is satisfied over time and
qualifies as a series of distinct service periods. Trustmark serves as the agent between the third-party investment services company, the principle, and the
customer. In accordance with the contract, Trustmark receives a monthly payment from the investment services company for commissions and advisory fees
(asset management fees) earned on transactions completed in the prior month net of all charges and fees due to the investment services company. Trustmark
recognizes revenue from the investment services company, net of the revenue sharing expense due to the investment services company, when the payments are
received. Commissions vary from month-to-month based on the specific products and transactions completed. The advisory fees vary based on the average
daily balance of the managed assets for the period. The commissions and advisory fees represent variable consideration under FASB ASC Topic 606.
Trustmark has elected the ‘as-invoiced’ practical expedient allowed under FASB ASC Topic 606 to recognize revenue from the investment services company.
Derivative Financial Instruments
Trustmark maintains an overall interest rate risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned
fluctuations in earnings and cash flows caused by interest rate volatility. Trustmark’s interest rate risk management strategy involves modifying the repricing
characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin and cash flows. Under the
guidelines of FASB ASC Topic 815, “Derivatives and Hedging,” all derivative instruments are required to be recognized as either assets or liabilities and carried
at fair value on the balance sheet. The fair value of derivative positions outstanding is included in other assets and/or other liabilities in the accompanying
consolidated balance sheets and in the net change in these financial statement line items in the accompanying consolidated statements of cash flows as well as
included in noninterest income in the accompanying consolidated statements of income and other comprehensive income (loss), net of tax in the accompanying
consolidated statements of comprehensive income. Trustmark’s interest rate derivative instruments are subject to master netting agreements, and therefore,
eligible for offsetting in the consolidated balance sheets. Trustmark has elected to not offset any derivative instruments in its consolidated balance sheets.
Derivatives Designated as Hedging Instruments
FASB ASC Topic 815, Derivatives and Hedging (ASC 815), provides the disclosure requirements for derivatives and hedging activities with the intent to
provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for
derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial
performance, and cash flows. Further, qualitative disclosures are required that explain the objectives and strategies for using derivatives, as well as quantitative
disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative
instruments.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular
risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future
cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of
gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the
hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.
When entering into a hedge transaction, Trustmark formally documents the relationship between the hedging instrument and the hedged item, as well as the risk
management objective and strategy for undertaking the hedge transaction, which includes designating the derivative instrument as a fair value or cash flow
hedge to a specific asset or liability on the balance sheet or to specific forecasted transactions and the risk being hedged, along with a formal assessment at the
inception of the hedge as to the effectiveness of the derivative instrument in offsetting changes in fair values or cash flows of the hedged item. Trustmark
continues to assess hedge effectiveness on an ongoing basis using either a qualitative or a quantitative assessment (regression analysis).
As required by ASC 815, Trustmark records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives
depends on the intended use of the derivative, whether Trustmark has elected to designate a derivative in a hedging relationship and apply hedge accounting and
whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. For cash flow hedges, changes in the fair value of the derivative
instrument are recorded in accumulated other comprehensive income (loss) and subsequently reclassified to net income in the same period that the hedged
transaction impacts net
87
income. Upon discontinuation of hedge accounting for cash flow hedges, any amounts in accumulated other comprehensive income (loss) related to that
relationship affects earnings at the same time and in the same manner in which the hedged transaction affects earnings. If it becomes probable that the
forecasted transaction will not occur, any related amounts in accumulated other comprehensive income (loss) are reclassified to earnings immediately.
Derivatives Not Designated as Hedging Instruments
As part of Trustmark’s risk management strategy in the mortgage banking area, derivative instruments such as forward sales contracts are utilized. Trustmark’s
obligations under forward contracts consist of commitments to deliver mortgage loans, originated and/or purchased, in the secondary market at a future date.
Changes in the fair value of these derivative instruments are recorded as noninterest income in mortgage banking, net and are offset by changes in the fair value
of LHFS. See Note 1 – Significant Accounting Policies, “LHFS” for information regarding the fair value option election.
Trustmark also utilizes derivative instruments such as interest rate lock commitments in its mortgage banking area. Rate lock commitments are residential
mortgage loan commitments with customers, which guarantee a specified interest rate for a specified time period. Changes in the fair value of these derivative
instruments are recorded as noninterest income in mortgage banking, net and are offset by the changes in the fair value of forward sales contracts.
Trustmark utilizes a portfolio of exchange-traded derivative instruments, such as Treasury note futures contracts and option contracts, to achieve a fair value
return that economically hedges changes in the fair value of the MSR attributable to interest rates. These transactions are considered freestanding derivatives
that do not otherwise qualify for hedge accounting. These exchange-traded derivative instruments are accounted for at fair value with changes in the fair value
recorded as noninterest income in mortgage banking, net and are offset by changes in the fair value of the MSR. The MSR fair value represents the present
value of future cash flows, which among other things includes decay and the effect of changes in interest rates. Ineffectiveness of hedging the MSR fair value is
measured by comparing the change in the fair value of the hedge instruments to the change in the fair value of the MSR asset attributable to changes in interest
rates and other market driven changes in valuation inputs and assumptions.
Trustmark offers certain derivatives products directly to qualified commercial lending clients seeking to manage their interest rate risk. Trustmark economically
hedges interest rate swap transactions executed with commercial lending clients by entering into offsetting interest rate swap transactions with institutional
derivatives market participants. Derivative transactions executed as part of this program are not designated as qualifying hedging relationships and are,
therefore, carried at fair value with the change in fair value recorded as noninterest income in bank card and other fees. Because these derivatives have mirror-
image contractual terms, in addition to collateral provisions which mitigate the impact of non-performance risk, the changes in fair value are expected to
substantially offset. The offsetting interest rate swap transactions are either cleared through the Chicago Mercantile Exchange for clearable transactions or
booked directly with institutional derivatives market participants for non-clearable transactions. The Chicago Mercantile Exchange rules legally characterize
variation margin collateral payments made or received for centrally cleared interest rate swaps as settlements rather than collateral. As a result, centrally cleared
interest rate swaps included in other assets and other liabilities are presented on a net basis in the accompanying consolidated balance sheets.
Income Taxes
Trustmark accounts for uncertain tax positions in accordance with FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting and disclosure for
uncertainty in tax positions. Under the guidance of FASB ASC Topic 740, Trustmark accounts for deferred income taxes using the liability method. Deferred
tax assets and liabilities are based on temporary differences between the financial statement carrying amounts and the tax basis of Trustmark’s assets and
liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be realized or settled and are presented net in the accompanying consolidated balance sheets in other assets.
Stock-Based Compensation
Trustmark accounts for the stock and incentive compensation under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation.” Under
this accounting guidance, fair value is established as the measurement objective in accounting for stock awards and requires the application of a fair value based
measurement method in accounting for compensation cost, which is recognized over the requisite service period. Trustmark has elected to account for
forfeitures of stock awards as they occur.
88
Statements of Cash Flows
For purposes of reporting cash flows, cash and cash equivalents include cash on hand and amounts due from banks. The following table reflects specific
transaction amounts for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Income taxes paid
$
21,472
$
38,803
$
2,701
Interest paid on deposits and borrowings
385,779
306,568
45,275
Noncash transfers from loans to other real estate
6,782
7,237
1,533
Securities transferred from available for sale to held to maturity
—
—
674,092
Investment in tax credit partnership not funded
4,839
3,202
18,891
Operating right-of-use assets resulting from lease liabilities
1,831
7,303
6,912
Per Share Data
Trustmark accounts for per share data in accordance with FASB ASC Topic 260, “Earnings Per Share,” which provides that unvested share-based payment
awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the
computation of EPS pursuant to the two-class method. Trustmark has determined that its outstanding unvested stock awards are not participating securities.
Based on this determination, no change has been made to Trustmark’s current computation for basic and diluted EPS.
Basic EPS is computed by dividing net income by the weighted-average shares of common stock outstanding. Diluted EPS is computed by dividing net income
by the weighted-average shares of common stock outstanding, adjusted for the effect of potentially dilutive stock awards outstanding during the period.
The following table reflects weighted-average shares used to calculate basic and diluted EPS for the periods presented (in thousands):
Years Ended December 31,
2024
2023
2022
Basic shares
61,158
61,054
61,242
Dilutive shares
226
177
190
Diluted shares
61,384
61,231
61,432
Weighted-average antidilutive stock awards were excluded in determining diluted EPS. The following table reflects weighted-average antidilutive stock awards
for the periods presented (in thousands):
Years Ended December 31,
2024
2023
2022
Weighted-average antidilutive stock awards
2
23
—
Fair Value Measurements
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and requires certain disclosures about fair value measurements. The fair value of an asset or liability is the price that would be received to
sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a
principal market) for such asset or liability. Depending on the nature of the asset or liability, Trustmark uses various valuation techniques and assumptions
when estimating fair value. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. FASB
ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs – Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that Trustmark has the ability to
access at the measurement date.
Level 2 Inputs – Valuation is based upon quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or
liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability such as interest rates, yield curves,
volatilities and default rates and inputs that are derived principally from or corroborated by observable market data.
Level 3 Inputs – Unobservable inputs reflecting the reporting entity’s own determination about the assumptions that market participants would use in
pricing the asset or liability based on the best information available.
89
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the fair value measurement in its entirety is classified is based on the lowest level input that is significant to the fair value measurement
in its entirety. Trustmark’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers
factors specific to the asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that
caused the transfer.
Accounting Policies Recently Adopted
Except for the changes detailed below, Trustmark has consistently applied its accounting policies to all periods presented in the accompanying consolidated
financial statements.
ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” Issued in November 2023, ASU 2023-07 is intended to
improve disclosures about a public entity’s reportable segments and address requests from investors and other allocators of capital for additional, more detailed
information about a reportable segment’s expenses. The amendments of ASU 2023-07 require a public entity to disclose, on an annual and interim basis,
significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment
profit or loss, and an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the
difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss. ASU 2023-07 also requires a
public entity to provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under FASB ASC Topic 280 in interim
periods. The amendments of ASU 2023-07 clarify that if the CODM uses more than one measure of a segment's profit or loss in assessing segment performance
and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the
reported segment profit or loss measures (or the single reported measure if only one is disclosed) should be the measure that is most consistent with the
measurement principles used in measuring the corresponding amounts in the public entity's consolidated financial statements. ASU 2023-07 requires a public
entity to disclose the title and position of the CODM, together with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in
assessing segment performance and deciding how to allocate resources. In addition, ASU 2023-07 requires that a public entity with a single reportable segment
provide all the disclosures required by the amendments of ASU 2023-07 and all existing segment disclosures in FASB ASC Topic 280. The amendments of
ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024,
with early adoption permitted. The amendments in ASU 2023-07 should be applied retrospectively to all periods presented on the financial statements. Upon
implementation, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories
identified and disclosed in the period of adoption. Trustmark adopted the amendments of ASU 2023-07 related to annual disclosure requirements effective
January 1, 2024, and the newly required annual disclosures are included in Note 21 – Segment Information of this report. Trustmark adopted the amendments of
ASU 2023-07 related to interim disclosure requirements effective January 1, 2025, and will present any newly required interim disclosures beginning with its
Quarterly Report on Form 10-Q for the period ending March 31, 2025. Adoption of ASU 2023-07 did not have a material impact to Trustmark’s consolidated
financial statements or results of operations.
ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Issued in December 2023, ASU 2023-09 is intended to improve the
disclosures for income taxes to address requests from investors, lenders, creditors and other allocators of capital (collectively, "investors") that use the financial
statements to make capital allocation decisions. During the FASB's 2021 agenda consultation process and other stakeholder outreach, investors highlighted that
the current system of income tax disclosures does not provide enough information to understand the tax provision for an entity that operates in multiple
jurisdictions. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid in the statement of cash flows, to
evaluate income tax risks and opportunities. The amendments in ASU 2023-09 will require consistent categories and greater disaggregation of information in
the rate reconciliation disclosure as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments of ASU 2023-09 are effective for
annual periods beginning after December 15, 2024, and early adoption is permitted for annual financial statements that have not yet been issued or made
available for issuance. Trustmark adopted the amendments of ASU 2023-09 effective January 1, 2025, and will include the required disclosures in its Annual
Report on Form 10-K for the year ending December 31, 2025. Trustmark is currently evaluating the changes to disclosures required by ASU 2023-09; however,
adoption of ASU 2023-09 is not expected to have a material impact to Trustmark’s consolidated financial statements or results of operations.
Pending Accounting Pronouncements
ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses.” Issued in November 2024, ASU 2024-03 with the objective of providing investors with more decision-useful information regarding a
public business entity's expenses by enhancing disclosures on income statement expenses. Investor feedback indicated a strong preference for the disclosure of
disaggregated financial reporting information as a top priority for the FASB. Detailed knowledge of an entity's expenses is crucial for understanding its
prospects for future cash flows and
90
for making performance comparisons over time and with other entities. Investors emphasized that information regarding cost of sales, selling, general, and
administrative expenses, employee compensation costs, depreciation and amortization, and research and development expenditure would enhance their
comprehension of an entity's cost structure and ability to forecast future cash flows. The ASU applies exclusively to public business entities and mandates
additional disclosures about specific expense categories on both annual and interim bases in the notes to financial statements that are not currently required. The
amendments do not alter or eliminate existing expense disclosure requirements nor change requirements for presenting expenses on the face of the income
statement. However, they do specify that certain existing disclosures must now appear in the same tabular format as the new disaggregation requirements. The
FASB issued ASU 2025-01 in January 2025, clarifying that the amendments in ASU 2024-03 are effective for public business entities for annual reporting
periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early
adoption is permitted. Trustmark intends to adopt the amendments of ASU 2024-03 effective January 1, 2027, and will include the required annual disclosures
in its Annual Report on Form 10-K for the year ending December 31, 2027, and required interim disclosures in its Quarterly Report on Form 10-Q for the period
ending March 31, 2028. Trustmark is currently evaluating the changes to disclosures required by ASU 2024-03; however, adoption of ASU 2024-03 is not
expected to have a material impact to Trustmark’s consolidated financial statements or results of operations.
Note 2 - Discontinued Operations
On May 31, 2024, Trustmark National Bank (TNB) completed the sale of its wholly owned subsidiary, Fisher Brown Bottrell Insurance, Inc. (FBBI), to Marsh
& McLennan Agency LLC (MMA) for approximately $336.9 million in cash. The transaction resulted in a pre-tax net gain of $228.3 million. The gain, along
with FBBI's historical financial results for periods prior to the sale, is reflected in Trustmark's consolidated financial statements as discontinued operations. The
assets and liabilities of FBBI have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the consolidated
balance sheet at December 31, 2023. FBBI's operating results have been presented as "Discontinued operations" within the accompanying consolidated
statements of income and prior period amounts have been reclassified to conform with the current period presentation. Cash flows from both continuing and
discontinued operations are included in the Consolidated Statements of Cash Flows.
The following table summarizes financial information related to FBBI which has been segregated from continuing operations and reported as discontinued
operations for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Noninterest income:
Insurance commissions
$
27,728 $
57,569 $
53,721
Gain on sale of discontinued operations, net
228,272
—
—
Other, net
527
956
1
Total noninterest income
256,527
58,525
53,722
Noninterest expense:
Salaries and employee benefits
16,263
36,395
33,193
Services and fees
704
1,673
1,576
Net occupancy - premises
269
975
1,278
Equipment expense
93
298
303
Other expense
2,046
2,882
2,730
Total noninterest expense
19,375
42,223
39,080
Income from discontinued operations before income taxes
237,152
16,302
14,642
Income taxes from discontinued operations
59,353
4,103
3,673
Income from discontinued operations
$
177,799 $
12,199 $
10,969
91
The assets and liabilities of discontinued operations on the consolidated balance sheet at December 31, 2023 were as follows ($ in thousands):
December 31, 2023
Carrying amounts of assets included as part of discontinued operations:
Cash and due from banks
$
200
Premises and equipment, net
308
Goodwill
49,633
Identifiable intangible assets, net
2,729
Operating lease right-of-use assets
2,431
Other assets
12,333
Assets of discontinued operations
$
67,634
Carrying amounts of liabilities included as part of discontinued operations:
Operating lease liabilities
$
2,487
Other liabilities
9,540
Liabilities of discontinued operations
$
12,027
Note 3 – Cash and Due from Banks
Trustmark is no longer required to maintain reserve balances with the Federal Reserve Bank of Atlanta based on a percentage of deposits. Effective March 26,
2020, the Federal Reserve reduced reserve requirement ratios to zero percent, eliminating the reserve requirements for all depository institutions, in order to
provide liquidity in the banking system to support lending to households and businesses due to the COVID-19 pandemic.
Note 4 – Securities Available for Sale and Held to Maturity
The following tables are a summary of the amortized cost and estimated fair value of securities available for sale and held to maturity at December 31, 2024 and
2023 ($ in thousands):
Securities Available for Sale
Securities Held to Maturity
Gross
Gross
Estimated
Gross
Gross
Estimated
Amortized Unrealized Unrealized
Fair
Amortized Unrealized Unrealized
Fair
December 31, 2024
Cost
Gains
Losses
Value
Cost
Gains
Losses
Value
U.S. Treasury securities
$
203,524 $
548 $
(1,403 ) $
202,669 $
29,842 $
1 $
(522 ) $
29,321
U.S. Government agency obligations
41,194
—
(2,387 )
38,807
—
—
—
—
Mortgage-backed securities
Residential mortgage pass-through securities
Guaranteed by GNMA
31,365
3
(2,957 )
28,411
16,218
—
(844 )
15,374
Issued by FNMA and FHLMC
1,091,122
1,610
(22,194 ) 1,070,538
423,372
94
(23,853 )
399,613
Other residential mortgage-backed securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
—
—
—
—
123,685
—
(8,004 )
115,681
Commercial mortgage-backed securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
352,332
827
(1,050 )
352,109
742,268
3
(43,153 )
699,118
Total
$ 1,719,537 $
2,988 $
(29,991 ) $ 1,692,534 $ 1,335,385 $
98 $
(76,376 ) $ 1,259,107
December 31, 2023
U.S. Treasury securities
$
396,179 $
— $
(23,811 ) $
372,368 $
29,068 $
— $
(26 ) $
29,042
U.S. Government agency obligations
6,207
1
(416 )
5,792
—
—
—
—
Obligations of states and political subdivisions
—
—
—
—
340
—
—
340
Mortgage-backed securities
Residential mortgage pass-through securities
Guaranteed by GNMA
25,744
4
(2,613 )
23,135
13,005
—
(497 )
12,508
Issued by FNMA and FHLMC
1,338,256
32
(161,490 ) 1,176,798
469,593
—
(18,205 )
451,388
Other residential mortgage-backed securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
92,076
—
(6,002 )
86,074
154,466
—
(10,113 )
144,353
Commercial mortgage-backed securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
100,545
—
(1,834 )
98,711
759,807
51
(41,985 )
717,873
Total
$ 1,959,007 $
37 $ (196,166 ) $ 1,762,878 $ 1,426,279 $
51 $
(70,826 ) $ 1,355,504
92
During 2022, Trustmark reclassified a total of $766.0 million of securities available for sale to securities held to maturity. On the date of these transfers, the net
unrealized holding loss on the available for sale securities totaled approximately $91.9 million ($68.9 million, net of tax).
The securities were transferred at fair value, which became the cost basis for the securities held to maturity. The net unrealized holding loss will be amortized
over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or
discount on the associated security. There were no gains or losses recognized as a result of these transfers. At December 31, 2024, the net unamortized,
unrealized loss on transferred securities included in accumulated other comprehensive income (loss) in the accompanying balance sheet totaled $46.6 million
compared to approximately $57.6 million at December 31, 2023.
ACL on Securities
Securities Available for Sale
Quarterly, Trustmark evaluates if any security has a fair value less than its amortized cost. Once these securities are identified, in order to determine whether a
decline in fair value resulted from a credit loss or other factors, Trustmark performs further analysis. If Trustmark determines that a credit loss exists, the credit
portion of the allowance is measured using a DCF analysis using the effective interest rate as of the security’s purchase date. The amount of credit loss
Trustmark records will be limited to the amount by which the amortized cost exceeds the fair value. The DCF analysis utilizes contractual maturities, as well as
third-party credit ratings and cumulative default rates published annually by Moody’s.
At both December 31, 2024 and 2023, the results of the loss analysis performed did not identify any securities that warranted DCF analysis and no credit loss
was recognized on any of the securities available for sale.
Accrued interest receivable is excluded from the estimate of credit losses for securities available for sale. At December 31, 2024 and 2023, accrued interest
receivable totaled $5.0 million and $3.7 million, respectively, for securities available for sale and was reported in other assets on the accompanying consolidated
balance sheet.
Securities Held to Maturity
At December 31, 2024, Trustmark identified no securities held to maturity with the potential for credit loss exposure, compared to $340 thousand at December
31, 2023, which consisted of municipal securities. After applying appropriate probability of default and loss given default assumptions, the total amount of
current expected credit losses was zero at December 31, 2024 and immaterial at December 31, 2023. Therefore, no reserve was recorded at either December 31,
2024 or December 31, 2023.
Accrued interest receivable is excluded from the estimate of credit losses for securities held to maturity. At December 31, 2024 and 2023, accrued interest
receivable totaled $2.4 million and $2.6 million for securities held to maturity and was reported in other assets on the accompanying consolidated balance sheet.
At both December 31, 2024 and 2023, Trustmark had no securities held to maturity that were past due 30 days or more as to principal or interest payments.
Trustmark had no securities held to maturity classified as nonaccrual at December 31, 2024 and 2023.
Trustmark monitors the credit quality of securities held to maturity on a monthly basis through credit ratings. The following table presents the amortized cost of
Trustmark’s securities held to maturity by credit rating, as determined by Moody’s, at December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Aaa
$
1,335,385 $
1,425,939
Not Rated (1)
—
340
Total
$
1,335,385 $
1,426,279
(1)
Not rated securities primarily consist of Mississippi municipal general obligations.
93
The tables below include securities with gross unrealized losses for which an ACL has not been recorded and segregated by length of impairment at December
31, 2024 and 2023 ($ in thousands):
Less than 12 Months
12 Months or More
Total
Gross
Gross
Gross
Estimated
Unrealized
Estimated
Unrealized
Estimated
Unrealized
December 31, 2024
Fair Value
Losses
Fair Value
Losses
Fair Value
Losses
U.S. Treasury securities
$
123,277 $
(1,925 ) $
— $
— $
123,277 $
(1,925 )
U.S. Government agency obligations
38,807
(2,387 )
—
—
38,807
(2,387 )
Mortgage-backed securities
Residential mortgage pass-through
securities
Guaranteed by GNMA
15,802
(293 )
27,803
(3,508 )
43,605
(3,801 )
Issued by FNMA and FHLMC
981,747
(13,848 )
237,487
(32,199 )
1,219,234
(46,047 )
Other residential mortgage-backed
securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
—
—
115,681
(8,004 )
115,681
(8,004 )
Commercial mortgage-backed
securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
164,971
(536 )
767,566
(43,667 )
932,537
(44,203 )
Total
$
1,324,604 $
(18,989 ) $
1,148,537 $
(87,378 ) $
2,473,141 $
(106,367 )
December 31, 2023
U.S. Treasury securities
$
29,042 $
(26 ) $
372,368 $
(23,811 ) $
401,410 $
(23,837 )
U.S. Government agency obligations
—
—
5,791
(416 )
5,791
(416 )
Mortgage-backed securities
Residential mortgage pass-through
securities
Guaranteed by GNMA
9,381
(172 )
25,967
(2,938 )
35,348
(3,110 )
Issued by FNMA and FHLMC
309,466
(3,274 )
1,311,865
(176,421 )
1,621,331
(179,695 )
Other residential mortgage-backed
securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
—
—
230,368
(16,115 )
230,368
(16,115 )
Commercial mortgage-backed
securities
Issued or guaranteed by FNMA,
FHLMC or GNMA
1,656
(13 )
812,520
(43,806 )
814,176
(43,819 )
Total
$
349,545 $
(3,485 ) $
2,758,879 $
(263,507 ) $
3,108,424 $
(266,992 )
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. Trustmark does not intend to sell these securities and it is more likely than not that Trustmark will not be required to sell the investments before
recovery of their amortized cost bases, which may be at maturity.
Securities Gains and Losses
Realized gains and losses are determined using the specific identification method and are included in noninterest income (loss) as securities gains (losses), net.
For the periods presented, gross realized gains or losses as a result of calls and dispositions of securities, as well as any associated proceeds, were as follows ($
in thousands):
Years Ended December 31,
Available for Sale
2024
2023
2022
Proceeds from calls and sales of securities
$
1,378,272 $
4,796 $
—
Gross realized gains
—
47
—
Gross realized losses
(182,792 )
(8 )
—
94
During the second quarter of 2024, Trustmark restructured its investment securities portfolio by selling $1.561 billion of available for sale securities with an
average yield of 1.36%, which generated a loss of $182.8 million ($137.1 million, net of taxes) and was recorded to noninterest income (loss) in securities gains
(losses), net. Proceeds from the sale were used to purchase $1.378 billion of available for sale securities with an average yield of 4.85%.
Securities Pledged
Securities with a carrying value of $1.910 billion and $2.321 billion at December 31, 2024 and 2023, respectively, were pledged to collateralize public deposits
and securities sold under repurchase agreements and for other purposes as permitted by law. At both December 31, 2024 and 2023, none of these securities
were pledged under the Federal Reserve Discount Window program to provide additional contingency funding capacity.
Contractual Maturities
The amortized cost and estimated fair value of securities available for sale and held to maturity at December 31, 2024, by contractual maturity, are shown below
($ in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.
Securities
Securities
Available for Sale
Held to Maturity
Amortized
Estimated
Amortized
Estimated
Cost
Fair Value
Cost
Fair Value
Due in one year or less
$
45,777 $
45,976 $
— $
—
Due after one year through five years
62,388
62,737
29,842
29,321
Due after five years through ten years
136,553
132,763
—
—
244,718
241,476
29,842
29,321
Mortgage-backed securities
1,474,819
1,451,058
1,305,543
1,229,786
Total
$
1,719,537 $
1,692,534 $
1,335,385 $
1,259,107
Note 5 – LHFI and ACL, LHFI
At December 31, 2024 and 2023, LHFI consisted of the following ($ in thousands):
December 31,
2024
2023
Loans secured by real estate:
Construction, land development and other land
$
587,244 $
642,886
Other secured by 1-4 family residential properties
650,550
622,397
Secured by nonfarm, nonresidential properties
3,533,282
3,489,434
Other real estate secured
1,633,830
1,312,551
Other loans secured by real estate:
Other construction
829,904
867,793
Secured by 1-4 family residential properties
2,298,993
2,282,318
Commercial and industrial loans
1,840,722
1,922,910
Consumer loans
156,569
165,734
State and other political subdivision loans
969,836
1,088,466
Other commercial loans and leases
589,012
556,035
LHFI
13,089,942
12,950,524
Less ACL
160,270
139,367
Net LHFI
$
12,929,672 $
12,811,157
Accrued interest receivable is not included in the amortized cost basis of Trustmark’s LHFI. At December 31, 2024 and 2023, accrued interest receivable for
LHFI totaled $64.7 million and $71.0 million, respectively, with no related ACL and was reported in other assets on the accompanying consolidated balance
sheet.
95
Loan Concentrations
Trustmark does not have any loan concentrations other than those reflected in the preceding table, which exceed 10% of total LHFI. At December 31, 2024,
Trustmark’s geographic loan distribution was concentrated primarily in its six key market regions: Alabama, Florida, Georgia, Mississippi, Tennessee and
Texas. Accordingly, the ultimate collectability of a substantial portion of these loans is susceptible to changes in market conditions in these areas.
Related Party Loans
At December 31, 2024 and 2023, loans to certain executive officers and directors, including their immediate families and companies in which they are principal
owners, totaled $33.1 million and $41.1 million, respectively. During 2024, $235.9 million of new loan advances were made, while repayments were $243.9
million. There were no increases in loans due to changes in executive officers and directors.
Nonaccrual and Past Due LHFI
No material interest income was recognized in the income statement on nonaccrual LHFI for each of the years in the three-year period ended December 31,
2024.
The following tables provide the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more still accruing interest at December 31,
2024 and 2023 ($ in thousands):
December 31, 2024
Nonaccrual With No
ACL
Total Nonaccrual
Loans Past Due 90
Days or More Still
Accruing
Loans secured by real estate:
Construction, land development and other land
$
— $
366 $
159
Other secured by 1-4 family residential properties
521
7,275
266
Secured by nonfarm, nonresidential properties
426
13,061
—
Other real estate secured
1,904
1,984
—
Other loans secured by real estate:
Secured by 1-4 family residential properties
1,533
31,583
3,253
Commercial and industrial loans
16
24,525
—
Consumer loans
—
236
414
Other commercial loans and leases
—
1,079
—
Total
$
4,400 $
80,109 $
4,092
December 31, 2023
Nonaccrual With No
ACL
Total Nonaccrual
Loans Past Due 90
Days or More Still
Accruing
Loans secured by real estate:
Construction, land development and other land
$
2,020 $
2,642 $
—
Other secured by 1-4 family residential properties
946
6,518
1,238
Secured by nonfarm, nonresidential properties
20,812
23,061
54
Other real estate secured
—
158
106
Other loans secured by real estate:
Other construction
—
62
—
Secured by 1-4 family residential properties
3,235
43,815
3,740
Commercial and industrial loans
79
22,303
24
Consumer loans
—
243
628
Other commercial loans and leases
—
1,206
—
Total
$
27,092 $
100,008 $
5,790
96
The following tables provide an aging analysis of the amortized cost basis of past due LHFI (including nonaccrual loans) at December 31, 2024 and 2023 ($ in
thousands):
December 31, 2024
Past Due
90 Days
Total
Current
30-59 Days
60-89 Days
or More
Past Due
Loans
Total LHFI
Loans secured by real estate:
Construction, land development and other land
$
199 $
— $
324 $
523 $
586,721 $
587,244
Other secured by 1-4 family residential properties
5,656
1,821
3,223
10,700
639,850
650,550
Secured by nonfarm, nonresidential properties
1,488
380
3,111
4,979
3,528,303
3,533,282
Other real estate secured
1,979
—
28
2,007
1,631,823
1,633,830
Other loans secured by real estate:
Other construction
—
—
—
—
829,904
829,904
Secured by 1-4 family residential properties
17,898
7,111
21,524
46,533
2,252,460
2,298,993
Commercial and industrial loans
1,114
13,300
8,835
23,249
1,817,473
1,840,722
Consumer loans
1,930
600
414
2,944
153,625
156,569
State and other political subdivision loans
24
—
—
24
969,812
969,836
Other commercial loans and leases
168
67
69
304
588,708
589,012
Total
$
30,456 $
23,279 $
37,528 $
91,263 $
12,998,679 $
13,089,942
December 31, 2023
Past Due
90 Days
Total
Current
30-59 Days
60-89 Days
or More
Past Due
Loans
Total LHFI
Loans secured by real estate:
Construction, land development and other land
$
93 $
507 $
2,362 $
2,962 $
639,924 $
642,886
Other secured by 1-4 family residential properties
4,493
1,687
2,716
8,896
613,501
622,397
Secured by nonfarm, nonresidential properties
1,531
1,063
727
3,321
3,486,113
3,489,434
Other real estate secured
126
—
207
333
1,312,218
1,312,551
Other loans secured by real estate:
Other construction
62
—
—
62
867,731
867,793
Secured by 1-4 family residential properties
19,298
9,327
22,164
50,789
2,231,529
2,282,318
Commercial and industrial loans
11,881
484
499
12,864
1,910,046
1,922,910
Consumer loans
2,112
772
647
3,531
162,203
165,734
State and other political subdivision loans
152
—
—
152
1,088,314
1,088,466
Other commercial loans and leases
1,247
58
—
1,305
554,730
556,035
Total
$
40,995 $
13,898 $
29,322 $
84,215 $
12,866,309 $
12,950,524
Modified LHFI
Occasionally, Trustmark modifies loans for borrowers experiencing financial difficulties by providing payment concessions, interest-only payments for an
extended period of time, maturity extensions or interest rate reductions. Other concessions may arise from court proceedings or may be imposed by law. In
some cases, Trustmark provides multiple types of concessions on one loan.
The following tables present the amortized cost of LHFI at the end of each of the periods presented of loans modified to borrowers experiencing financial
difficulty disaggregated by class of loan and type of modification ($ in thousands). The percentage of the amortized cost basis of LHFI that were modified to
borrowers in financial distress as compared to the amortized cost basis of each class of LHFI is also presented below:
Year Ended December 31, 2024
Payment
Concessions
Term Extensions
Total
% of Total Class of
Loan
Loans secured by real estate:
Other secured by 1-4 family residential properties
$
— $
3,456 $
3,456
0.53 %
Other loans secured by real estate:
Secured by 1-4 family residential properties
—
129
129
0.01 %
Commercial and industrial loans
6,207
—
6,207
0.34 %
Total
$
6,207 $
3,585 $
9,792
0.07 %
97
Year Ended December 31, 2023
Payment
Concessions
Term Extensions
Total
% of Total Class of
Loan
Loans secured by real estate:
Other secured by 1-4 family residential properties
$
— $
805 $
805
0.13 %
Secured by nonfarm, nonresidential properties
—
359
359
0.01 %
Other loans secured by real estate:
Secured by 1-4 family residential properties
—
1,148
1,148
0.05 %
Commercial and industrial loans
242
—
242
0.01 %
Consumer loans
—
36
36
0.02 %
Other commercial loans and leases
116
31
147
0.03 %
Total
$
358 $
2,379 $
2,737
0.02 %
The following tables detail the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the periods presented:
Year Ended December 31, 2024
Financial Effect
Payment Concessions
Term Extensions
Loans secured by real estate:
Other secured by 1-4 family residential properties
Modified five loans and twenty-five lines of
credit to amortize over 24 month terms
Other loans secured by real estate:
Secured by 1-4 family residential properties
Modified nine loans to amortize over weighted
average 35 months
Commercial and industrial loans
Thirty-four month principal payment
deferral
Year Ended December 31, 2023
Financial Effect
Payment Concessions
Term Extensions
Loans secured by real estate:
Other secured by 1-4 family residential properties
Modified lines of credit to amortize over 12
month and 24 month terms
Secured by nonfarm, nonresidential properties
One loan renewed and extended maturity by
six months
Other loans secured by real estate:
Secured by 1-4 family residential properties
Extended amortization with term adjusted by
weighted-average 3.4 years
Commercial and industrial loans
Six month payment deferrals
Consumer loans
Bankruptcies extended amortization with term
adjusted by weighted average 1.3 years
reducing borrower payment
Other commercial loans and leases
Six month payment deferrals
One loan renewed and extended maturity by
seven months
Trustmark had no unused commitments on modified loans to borrowers experiencing financial difficulty at December 31, 2024 or December 31, 2023.
During the year ended December 31, 2024, Trustmark had a payment concession balance of $6.2 million and a term extension balance of $70 thousand at
default for LHFI in the commercial and industrial portfolio and the other secured by 1-4 family residential properties portfolio, respectively, that had a payment
default and were modified within the twelve months prior to that default to borrowers experiencing financial difficulty. During the year ended December 31,
2023, Trustmark had payment concession balances of $116 thousand at default for LHFI in the other commercial loans and leases portfolio that had a payment
default and were modified within the twelve months prior to that default to borrowers experiencing financial difficulty.
98
Trustmark has utilized loans 90 days or more past due to define payment default in determining modified loans that have subsequently defaulted. If Trustmark
determines that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off against the
ACL, LHFI.
Trustmark closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its
modification efforts. The following tables provide details of the performance of such LHFI that have been modified during the periods presented ($ in
thousands):
Year Ended December 31, 2024
Past Due
90 Days
Total
Current
30-59 Days
60-89 Days
or More
Past Due
Loans
Total
Loans secured by real estate:
Other secured by 1-4 family residential properties
$
739 $
128 $
50 $
917 $
2,539 $
3,456
Other loans secured by real estate:
Secured by 1-4 family residential properties
—
—
—
—
129
129
Commercial and industrial loans
—
—
6,207
6,207
—
6,207
Total
$
739 $
128 $
6,257 $
7,124 $
2,668 $
9,792
Year Ended December 31, 2023
Past Due
90 Days
Total
Current
30-59 Days
60-89 Days
or More
Past Due
Loans
Total
Loans secured by real estate:
Other secured by 1-4 family residential properties
$
290 $
17 $
— $
307 $
498 $
805
Secured by nonfarm, nonresidential properties
—
—
—
—
359
359
Other loans secured by real estate:
Secured by 1-4 family residential properties
64
—
—
64
1,084
1,148
Commercial and industrial loans
—
—
—
—
242
242
Consumer loans
17
—
—
17
19
36
Other commercial loans and leases
—
—
—
—
147
147
Total
$
371 $
17 $
— $
388 $
2,349 $
2,737
Collateral-Dependent Loans
The following tables present the amortized cost basis of collateral-dependent loans by class of loans and collateral type at December 31, 2024 and 2023 ($ in
thousands):
December 31, 2024
Real Estate
Vehicles
Miscellaneous
Total
Loans secured by real estate:
Other secured by 1-4 family residential properties
$
521 $
— $
— $
521
Secured by nonfarm, nonresidential properties
9,783
—
—
9,783
Other real estate secured
1,904
—
—
1,904
Other loans secured by real estate:
Secured by 1-4 family residential properties
1,533
—
—
1,533
Commercial and industrial loans
—
1,818
20,685
22,503
Other commercial loans and leases
—
—
896
896
Total
$
13,741 $
1,818 $
21,581 $
37,140
99
December 31, 2023
Real Estate
Vehicles
Miscellaneous
Total
Loans secured by real estate:
Construction, land development and other land
$
2,020 $
— $
— $
2,020
Other secured by 1-4 family residential properties
946
—
—
946
Secured by nonfarm, nonresidential properties
20,812
—
—
20,812
Other loans secured by real estate:
Secured by 1-4 family residential properties
3,235
—
—
3,235
Commercial and industrial loans
38
41
21,023
21,102
Other commercial loans and leases
—
—
967
967
Total
$
27,051 $
41 $
21,990 $
49,082
A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through
the sale of the collateral. The following provides a qualitative description by class of loan of the collateral that secures Trustmark’s collateral-dependent LHFI:
•
Loans secured by real estate – Loans within these loan classes are secured by liens on real estate properties. During 2024, one collateral dependent
relationship had a decrease in collateral value that secures the credit. There have been no other significant changes to the collateral that secures these
financial assets during the period.
•
Other loans secured by real estate – Loans within these loan classes are secured by liens on real estate properties. There have been no significant
changes to the collateral that secures these financial assets during the period.
•
Commercial and industrial loans – Loans within this loan class are primarily secured by inventory, accounts receivables, equipment and other non-
real estate collateral. During 2024, four relationships had decreases in collateral value that secures the credit. There have been no other significant
changes to the collateral that secures these financial assets during the period.
•
State and other political subdivision loans – Loans within this loan class are secured by liens on real estate properties or other non-real estate
collateral. There have been no significant changes to the collateral that secures these financial assets during the period.
•
Other commercial loans and leases – Loans and leases within this loan class are secured by non-real estate collateral. There have been no significant
changes to the collateral that secures these financial assets during the period.
Credit Quality Indicators
Trustmark’s LHFI portfolio credit quality indicators focus on six key quality ratios that are compared against bank tolerances. The loan indicators are total
classified outstanding, total criticized outstanding, nonperforming loans, nonperforming assets, delinquencies and net loan losses. Due to the homogeneous
nature of consumer loans, Trustmark does not assign a formal internal risk rating to each credit and therefore the criticized and classified measures are primarily
composed of commercial loans.
In addition to monitoring portfolio credit quality indicators, Trustmark also measures how effectively the lending process is being managed and risks are being
identified. As part of an ongoing monitoring process, Trustmark grades the commercial portfolio segment as it relates to credit file completion and financial
statement exceptions, underwriting, collateral documentation and compliance with law as shown below:
•
Credit File Completeness and Financial Statement Exceptions – evaluates the quality and condition of credit files in terms of content and
completeness and focuses on efforts to obtain and document sufficient information to determine the quality and status of credits. Also included is
an evaluation of the systems/procedures used to ensure compliance with policy.
•
Underwriting – evaluates whether credits are adequately analyzed, appropriately structured and properly approved within loan policy
requirements. A properly approved credit is approved by adequate authority in a timely manner with all conditions of approval fulfilled. Total
policy exceptions measure the level of underwriting and other policy exceptions within a portfolio segment.
•
Collateral Documentation – focuses on the adequacy of documentation to perfect Trustmark’s collateral position and substantiate collateral value.
Collateral exceptions measure the level of documentation exceptions within a portfolio segment. Collateral exceptions occur when certain
collateral documentation is either not present or not current.
100
•
Compliance with Law – focuses on underwriting, documentation, approval and reporting in compliance with banking laws and regulations.
Primary emphasis is directed to the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), Regulation O requirements
and regulations governing appraisals.
Commercial Credits
Trustmark has established a loan grading system that consists of ten individual credit risk grades (risk ratings) that encompass a range from loans where the
expectation of loss is negligible to loans where loss has been established. The model is based on the risk of default for an individual credit and establishes
certain criteria to delineate the level of risk across the ten unique credit risk grades. Credit risk grade definitions are as follows:
•
Risk Rate (RR) 1 through RR 6 – Grades one through six represent groups of loans that are not subject to criticism as defined in regulatory
guidance. Loans in these groups exhibit characteristics that represent low to moderate risk measured by using a variety of credit risk criteria such
as cash flow coverage, debt service coverage, balance sheet leverage, liquidity, management experience, industry position, prevailing economic
conditions, support from secondary sources of repayment and other credit factors that may be relevant to a specific loan. In general, these loans
are supported by properly margined collateral and guarantees of principal parties.
•
Other Assets Especially Mentioned (Special Mention) (RR 7) – a loan that has a potential weakness that if not corrected will lead to a more severe
rating. This rating is for credits that are currently protected but potentially weak because of an adverse feature or condition that if not corrected
will lead to a further downgrade.
•
Substandard (RR 8) – a loan that has at least one identified weakness that is well defined. This rating is for credits where the primary sources of
repayment are not viable at the time of evaluation or where either the capital or collateral is not adequate to support the loan and the secondary
means of repayment do not provide a sufficient level of support to offset the identified weakness. Loss potential exists in the aggregate amount of
substandard loans but does not necessarily exist in individual loans.
•
Doubtful (RR 9) – a loan with an identified weakness that does not have a valid secondary source of repayment. Generally, these credits have an
impaired primary source of repayment and secondary sources are not sufficient to prevent a loss in the credit. The exact amount of the loss has
not been determined at this time.
•
Loss (RR 10) – a loan or a portion of a loan that is deemed to be uncollectible.
By definition, credit risk grades special mention (RR 7), substandard (RR 8), doubtful (RR 9) and loss (RR 10) are criticized loans while substandard (RR 8),
doubtful (RR 9) and loss (RR 10) are classified loans. These definitions are standardized by all bank regulatory agencies and are generally equally applied by
each individual lending institution. The remaining credit risk grades are considered pass credits and are solely defined by Trustmark.
To enhance this process, Trustmark has determined that certain loans will be individually assessed, and a formal analysis will be performed and based upon the
analysis the loan will be written down to the net realizable value. Trustmark will individually assess and remove loans from the pool in the following
circumstances:
•
Commercial nonaccrual loans with total exposure of $500 thousand (excluding those portions of the debt that are government guaranteed or are
secured by Trustmark deposits or marketable securities) or more.
•
Any loan that is believed to not share similar risk characteristics with the rest of the pool will be individually assessed. Otherwise, the loan will be
left within the pool based on the results of the assessment.
•
Commercial accruing loans deemed to be a modified loan to a borrower experiencing financial difficulty with total exposure of $500 thousand
(excluding those portions of the debt that are government guaranteed or are secured by Trustmark deposits or marketable securities) or more. If the
loan is believed to not share similar risk characteristics with the rest of the loan pool, the loan will be individually assessed. Otherwise, the loan will
be left within the pool and monitored on an ongoing basis.
Each loan officer assesses the appropriateness of the internal risk rating assigned to their credits on an ongoing basis. Trustmark’s Asset Review area conducts
independent credit quality reviews of the majority of Trustmark’s commercial loan portfolio both on the underlying credit quality of each individual loan class
as well as the adherence to Trustmark’s loan policy and the loan administration process.
In addition to the ongoing internal risk rate monitoring described above, Trustmark’s Credit Quality Review Committee meets monthly and performs a review
of all loans of $100 thousand or more that are either delinquent 30 days or more or on nonaccrual. This review
101
includes recommendations regarding risk ratings, accrual status, charge-offs and appropriate servicing officer as well as evaluation of problem credits for
determination of modified status. Quarterly, the Credit Quality Review Committee reviews and modifies continuous action plans for all credits risk rated seven
or worse for relationships of $250 thousand or more.
In addition, periodic reviews of significant development, construction, multi-family, nonowner-occupied and other commercial credits are performed. These
reviews assess each particular project with respect to location, project valuations, progress of completion, leasing status, current financial information, rents,
operating expenses, cash flow, adherence to budget and projections and other information that is pertinent to the particular type of credit as applicable.
Summary results are reviewed by Senior and Regional Credit Officers in addition to the Chief Credit Officer with a determination made as to the
appropriateness of existing risk ratings and accrual status.
Consumer Credits
The Retail Credit Review Committee, Management Credit Policy Committee and the Enterprise Risk Committee review the volume and percentage of consumer
loan delinquencies and losses to monitor the overall quality of the consumer portfolio.
Trustmark monitors the levels and severity of past due consumer LHFI on a daily basis through its collection activities. A detailed assessment of consumer
LHFI delinquencies is performed monthly at both a product and market level.
The tables below present the amortized cost basis of loans by credit quality indicator and class of loans based on analyses performed at December 31, 2024 and
2023 ($ in thousands):
Term Loans by Origination Year
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Total
As of December 31, 2024
Commercial LHFI
Loans secured by real estate:
Construction, land development
and other land:
Pass - RR 1 through RR 6
$
324,775
$
83,503
$
33,580
$
23,124
$
8,145
$
1,587
$
42,469 $
517,183
Special Mention - RR 7
2,165
—
—
—
—
—
2,002
4,167
Substandard - RR 8
17
62
226
983
—
—
176
1,464
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
326,957
83,565
33,806
24,107
8,145
1,587
44,647
522,814
Current period gross
charge-offs
—
—
—
—
—
(24 )
—
(24 )
Other secured by 1-4 family residential
properties:
Pass - RR 1 through RR 6
$
31,013
$
24,339
$
22,693
$
24,090
$
11,635
$
2,106
$
7,742 $
123,618
Special Mention - RR 7
27
—
—
32
—
—
—
59
Substandard - RR 8
125
375
555
328
—
191
27
1,601
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
31,165
24,714
23,248
24,450
11,635
2,297
7,769
125,278
Current period gross
charge-offs
—
—
—
—
—
(16 )
—
(16 )
Secured by nonfarm, nonresidential
properties:
Pass - RR 1 through RR 6
$
542,747
$
441,159
$
880,511
$
429,929
$
464,504
$
392,802
$
127,812 $
3,279,464
Special Mention - RR 7
16,266
—
52,093
—
17,978
3,335
—
89,672
Substandard - RR 8
10,007
7,321
41,686
37,915
25,601
41,598
—
164,128
Doubtful - RR 9
11
—
—
—
—
7
—
18
Total
569,031
448,480
974,290
467,844
508,083
437,742
127,812
3,533,282
Current period gross
charge-offs
—
—
—
(2,529 )
—
(16 )
—
(2,545 )
Other real estate secured:
Pass - RR 1 through RR 6
$
152,314
$
157,827
$
726,814
$
233,861
$
137,786
$
43,478
$
7,434 $
1,459,514
Special Mention - RR 7
—
7,450
15,481
41,019
—
—
263
64,213
Substandard - RR 8
14,610
—
26,685
42,636
252
25,419
244
109,846
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
166,924
165,277
768,980
317,516
138,038
68,897
7,941
1,633,573
Current period gross
charge-offs
—
—
(89 )
—
—
—
—
(89 )
102
Term Loans by Origination Year
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Total
As of December 31, 2024
Commercial LHFI
Other loans secured by real estate:
Other construction
Pass - RR 1 through RR 6
$
115,221
$
410,064
$
201,526
$
20,647
$
—
$
—
$
18,400 $
765,858
Special Mention - RR 7
—
2,250
24,557
—
—
—
—
26,807
Substandard - RR 8
—
—
17,820
—
19,419
—
—
37,239
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
115,221
412,314
243,903
20,647
19,419
—
18,400
829,904
Current period gross
charge-offs
—
(14 )
(2,493 )
—
—
—
—
(2,507 )
Commercial and industrial loans:
Pass - RR 1 through RR 6
$
505,557
$
365,724
$
231,875
$
98,318
$
45,551
$
27,456
$
462,740 $
1,737,221
Special Mention - RR 7
—
564
14,066
15
—
—
13,836
28,481
Substandard - RR 8
7,204
1,113
39,698
5,091
891
12,905
7,598
74,500
Doubtful - RR 9
227
—
35
145
1
2
110
520
Total
512,988
367,401
285,674
103,569
46,443
40,363
484,284
1,840,722
Current period gross
charge-offs
(341 )
(1,211 )
(640 )
(3,251 )
(158 )
(3,132 )
(315 )
(9,048 )
State and other political subdivision loans:
Pass - RR 1 through RR 6
$
156,130
$
82,532
$
212,528
$
135,251
$
78,543
$
302,709
$
2,143 $
969,836
Special Mention - RR 7
—
—
—
—
—
—
—
—
Substandard - RR 8
—
—
—
—
—
—
—
—
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
156,130
82,532
212,528
135,251
78,543
302,709
2,143
969,836
Current period gross
charge-offs
—
—
—
—
—
—
—
—
Other commercial loans and leases:
Pass - RR 1 through RR 6
$
157,619
$
148,099
$
7,371
$
9,800
$
15,606
$
45,227
$
203,345 $
587,067
Special Mention - RR 7
—
—
116
48
—
—
—
164
Substandard - RR 8
55
682
116
12
—
—
901
1,766
Doubtful - RR 9
9
—
6
—
—
—
—
15
Total
157,683
148,781
7,609
9,860
15,606
45,227
204,246
589,012
Current period gross
charge-offs
(25 )
—
(38 )
—
—
(32 )
—
(95 )
Total commercial LHFI
$
2,036,099
$
1,733,064
$
2,550,038
$
1,103,24
4
$
825,912
$
898,822
$
897,242 $ 10,044,421
Total commercial LHFI
gross charge-offs
$
(366 ) $
(1,225 ) $
(3,260 ) $
(5,780 ) $
(158 ) $
(3,220 ) $
(315 ) $
(14,324 )
103
Term Loans by Origination Year
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Total
As of December 31, 2024
Consumer LHFI
Loans secured by real estate:
Construction, land development and
other land:
Current
$
31,478
$
22,752
$
4,302
$
2,762
$
930
$
1,804
$
— $
64,028
Past due 30-89 days
—
47
11
—
—
106
—
164
Past due 90 days or more
91
—
—
68
—
—
—
159
Nonaccrual
—
31
21
4
—
23
—
79
Total
31,569
22,830
4,334
2,834
930
1,933
—
64,430
Current period gross
charge-offs
—
—
—
—
—
(8 )
—
(8 )
Other secured by 1-4 family residential
properties:
Current
$
24,756
$
17,202
$
6,733
$
5,260
$
3,651
$
9,563
$
445,598 $
512,763
Past due 30-89 days
569
38
67
66
3
579
4,524
5,846
Past due 90 days or more
21
—
8
—
—
17
219
265
Nonaccrual
71
5
69
44
103
593
5,513
6,398
Total
25,417
17,245
6,877
5,370
3,757
10,752
455,854
525,272
Current period gross
charge-offs
(29 )
(87 )
(233 )
(40 )
(31 )
(76 )
—
(496 )
Other real estate secured:
Current
$
161
$
—
$
—
$
—
$
68
$
28
$
— $
257
Past due 30-89 days
—
—
—
—
—
—
—
—
Past due 90 days or more
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total
161
—
—
—
68
28
—
257
Current period gross
charge-offs
—
—
—
—
—
—
—
—
Term Loans by Origination Year
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Total
As of December 31, 2024
Consumer LHFI
Other loans secured by real estate:
Secured by 1-4 family residential properties
Current
$
274,500
$
224,266
$
808,527
$
459,191
$
161,856
$
314,906
$
— $
2,243,246
Past due 30-89 days
169
4,405
9,883
4,082
814
1,558
—
20,911
Past due 90 days or more
4
1,263
1,098
461
170
257
—
3,253
Nonaccrual
568
3,744
17,306
5,009
1,394
3,562
—
31,583
Total
275,241
233,678
836,814
468,743
164,234
320,283
—
2,298,993
Current period gross
charge-offs
—
(228 )
(9,910 )
(143 )
(6 )
(17 )
—
(10,304 )
Consumer loans:
Current
$
55,908
$
22,226
$
12,922
$
4,654
$
1,188
$
105
$
56,423 $
153,426
Past due 30-89 days
844
396
323
4
—
13
913
2,493
Past due 90 days or more
38
67
17
4
—
—
288
414
Nonaccrual
25
49
63
61
19
—
19
236
Total
56,815
22,738
13,325
4,723
1,207
118
57,643
156,569
Current period gross
charge-offs
(5,929 )
(785 )
(470 )
(131 )
(100 )
(337 )
(2,065 )
(9,817 )
Total consumer LHFI
$
389,203
$
296,491
$
861,350
$
481,670
$
170,196
$
333,114
$
513,497 $
3,045,521
Total consumer LHFI
gross charge-offs
$
(5,958 ) $
(1,100 ) $
(10,613 ) $
(314 ) $
(137 ) $
(438 ) $
(2,065 ) $
(20,625 )
Total LHFI
$
2,425,302
$
2,029,555
$
3,411,388
$
1,584,91
4
$
996,108
$
1,231,93
6
$
1,410,739 $ 13,089,942
Total current period
gross charge-offs
$
(6,324 ) $
(2,325 ) $
(13,873 ) $
(6,094 ) $
(295 ) $
(3,658 ) $
(2,380 ) $
(34,949 )
104
Term Loans by Origination Year
2023
2022
2021
2020
2019
Prior
Revolving
Loans
Total
As of December 31, 2023
Commercial LHFI
Loans secured by real estate:
Construction, land development
and other land:
Pass - RR 1 through RR 6
$
359,813
$
98,742
$
35,095
$
10,591
$
2,036
$
1,961
$
52,351 $
560,589
Special Mention - RR 7
—
—
360
—
—
—
—
360
Substandard - RR 8
606
336
1,512
19
—
21
—
2,494
Doubtful - RR 9
—
—
—
—
—
24
—
24
Total
360,419
99,078
36,967
10,610
2,036
2,006
52,351
563,467
Current period gross
charge-offs
—
(4 )
(10 )
—
(228 )
—
—
(242 )
Other secured by 1-4 family residential
properties:
Pass - RR 1 through RR 6
$
33,072
$
30,760
$
29,159
$
14,309
$
8,084
$
2,822
$
10,077 $
128,283
Special Mention - RR 7
—
82
48
10
—
—
—
140
Substandard - RR 8
220
625
157
22
80
306
98
1,508
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
33,292
31,467
29,364
14,341
8,164
3,128
10,175
129,931
Current period gross
charge-offs
—
—
(24 )
—
—
(6 )
—
(30 )
Secured by nonfarm, nonresidential
properties:
Pass - RR 1 through RR 6
$
501,327
$
919,519
$
526,412
$
596,240
$
323,687
$
369,250
$
129,142 $
3,365,577
Special Mention - RR 7
4,271
14,930
—
138
23,966
—
—
43,305
Substandard - RR 8
6,332
1,964
47,491
10,809
8,614
5,200
48
80,458
Doubtful - RR 9
21
—
—
—
53
13
—
87
Total
511,951
936,413
573,903
607,187
356,320
374,463
129,190
3,489,427
Current period gross
charge-offs
—
(39 )
(82 )
—
(19 )
(138 )
—
(278 )
Other real estate secured:
Pass - RR 1 through RR 6
$
194,141
$
447,200
$
332,818
$
209,757
$
56,024
$
11,080
$
8,880 $
1,259,900
Special Mention - RR 7
126
2,076
—
—
35,881
—
—
38,083
Substandard - RR 8
—
14,064
—
290
—
39
—
14,393
Doubtful - RR 9
42
—
—
—
—
—
—
42
Total
194,309
463,340
332,818
210,047
91,905
11,119
8,880
1,312,418
Current period gross
charge-offs
—
—
—
—
—
—
—
—
105
Term Loans by Origination Year
2023
2022
2021
2020
2019
Prior
Revolving
Loans
Total
As of December 31, 2023
Commercial LHFI
Other loans secured by real estate:
Other construction
Pass - RR 1 through RR 6
$
179,676
$
518,062
$
149,883
$
14,062
$
—
$
6
$
6,042 $
867,731
Special Mention - RR 7
—
—
—
—
—
—
—
—
Substandard - RR 8
62
—
—
—
—
—
—
62
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
179,738
518,062
149,883
14,062
—
6
6,042
867,793
Current period gross
charge-offs
(61 )
—
(3,392 )
—
—
—
—
(3,453 )
Commercial and industrial loans:
Pass - RR 1 through RR 6
$
497,730
$
474,737
$
158,659
$
80,646
$
31,876
$
44,972
$
537,527 $
1,826,147
Special Mention - RR 7
12,570
10,141
3,149
1,381
110
—
126
27,477
Substandard - RR 8
4,797
16,872
13,909
11,958
40
80
21,528
69,184
Doubtful - RR 9
6
58
1
—
—
25
12
102
Total
515,103
501,808
175,718
93,985
32,026
45,077
559,193
1,922,910
Current period gross
charge-offs
(42 )
(1,071 )
(700 )
(138 )
(95 )
(108 )
(7 )
(2,161 )
State and other political subdivision loans:
Pass - RR 1 through RR 6
$
152,157
$
247,034
$
174,812
$
99,786
$
32,118
$
377,225
$
5,334 $
1,088,466
Special Mention - RR 7
—
—
—
—
—
—
—
—
Substandard - RR 8
—
—
—
—
—
—
—
—
Doubtful - RR 9
—
—
—
—
—
—
—
—
Total
152,157
247,034
174,812
99,786
32,118
377,225
5,334
1,088,466
Current period gross
charge-offs
—
—
—
—
—
—
—
—
Other commercial loans and leases:
Pass - RR 1 through RR 6
$
211,402
$
48,947
$
30,071
$
21,377
$
32,837
$
8,468
$
201,339 $
554,441
Special Mention - RR 7
—
—
—
208
—
—
20
228
Substandard - RR 8
106
211
42
—
—
—
987
1,346
Doubtful - RR 9
—
—
—
—
—
20
—
20
Total
211,508
49,158
30,113
21,585
32,837
8,488
202,346
556,035
Current period gross
charge-offs
(40 )
(248 )
—
(26 )
—
—
—
(314 )
Total commercial LHFI
$
2,158,477
$
2,846,360
$
1,503,578
$
1,071,60
3
$
555,406
$
821,512
$
973,511 $
9,930,447
Total commercial LHFI
gross charge-offs
$
(143 ) $
(1,362 ) $
(4,208 ) $
(164 ) $
(342 ) $
(252 ) $
(7 ) $
(6,478 )
106
Term Loans by Origination Year
2023
2022
2021
2020
2019
Prior
Revolving
Loans
Total
As of December 31, 2023
Consumer LHFI
Loans secured by real estate:
Construction, land development and
other land:
Current
$
44,912
$
23,110
$
5,973
$
1,203
$
1,082
$
1,864
$
653 $
78,797
Past due 30-89 days
—
250
—
—
30
191
—
471
Past due 90 days or more
—
—
—
—
—
—
—
—
Nonaccrual
—
—
148
—
—
3
—
151
Total
44,912
23,360
6,121
1,203
1,112
2,058
653
79,419
Current period gross
charge-offs
—
—
—
—
—
—
—
—
Other secured by 1-4 family residential
properties:
Current
$
29,636
$
11,366
$
5,733
$
4,471
$
4,313
$
7,674
$
417,383 $
480,576
Past due 30-89 days
225
68
74
4
51
220
4,292
4,934
Past due 90 days or more
—
264
—
—
—
41
934
1,239
Nonaccrual
8
76
48
8
—
616
4,961
5,717
Total
29,869
11,774
5,855
4,483
4,364
8,551
427,570
492,466
Current period gross
charge-offs
—
(100 )
(9 )
(2 )
(10 )
(22 )
(147 )
(290 )
Secured by nonfarm, nonresidential
properties:
Current
$
—
$
—
$
7
$
—
$
—
$
—
$
— $
7
Past due 30-89 days
—
—
—
—
—
—
—
—
Past due 90 days or more
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total
—
—
7
—
—
—
—
7
Current period gross
charge-offs
—
—
—
—
—
—
—
—
Other real estate secured:
Current
$
—
$
—
$
—
$
78
$
—
$
55
$
— $
133
Past due 30-89 days
—
—
—
—
—
—
—
—
Past due 90 days or more
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total
—
—
—
78
—
55
—
133
Current period gross
charge-offs
—
—
—
—
—
—
—
—
107
Term Loans by Origination Year
2023
2022
2021
2020
2019
Prior
Revolving
Loans
Total
As of December 31, 2023
Consumer LHFI
Other loans secured by real estate:
Secured by 1-4 family residential properties
Current
$
258,800
$
878,893
$
516,324
$
180,272
$
98,552
$
277,664
$
— $
2,210,505
Past due 30-89 days
3,370
11,293
5,513
2,121
298
1,664
—
24,259
Past due 90 days or more
376
1,219
1,208
682
—
255
—
3,740
Nonaccrual
678
15,586
11,452
4,884
1,848
9,366
—
43,814
Total
263,224
906,991
534,497
187,959
100,698
288,949
—
2,282,318
Current period gross
charge-offs
(64 )
(930 )
(217 )
(104 )
—
(142 )
—
(1,457 )
Consumer loans:
Current
$
59,496
$
32,767
$
10,698
$
2,604
$
917
$
294
$
55,321 $
162,097
Past due 30-89 days
1,274
475
134
34
5
5
839
2,766
Past due 90 days or more
64
44
3
1
—
—
516
628
Nonaccrual
44
65
84
26
—
—
24
243
Total
60,878
33,351
10,919
2,665
922
299
56,700
165,734
Current period gross
charge-offs
(6,138 )
(559 )
(167 )
(43 )
(1 )
(1 )
(2,381 )
(9,290 )
Total consumer LHFI
$
398,883
$
975,476
$
557,399
$
196,388
$
107,096
$
299,912
$
484,923 $
3,020,077
Total consumer LHFI
gross charge-offs
$
(6,202 ) $
(1,589 ) $
(393 ) $
(149 ) $
(11 ) $
(165 ) $
(2,528 ) $
(11,037 )
Total LHFI
$
2,557,360
$
3,821,836
$
2,060,977
$
1,267,99
1
$
662,502
$
1,121,424
$
1,458,434 $ 12,950,524
Total current period
gross charge-offs
$
(6,345 ) $
(2,951 ) $
(4,601 ) $
(313 ) $
(353 ) $
(417 ) $
(2,535 ) $
(17,515 )
Past Due LHFS
LHFS past due 90 days or more totaled $71.3 million and $51.2 million at December 31, 2024 and 2023, respectively.
Trustmark did not exercise its buy-back option on any delinquent loans serviced for GNMA during 2024 or 2023.
ACL, LHFI
Trustmark’s ACL methodology for LHFI is based upon guidance within FASB ASC Subtopic 326-20 as well as applicable regulatory guidance. The ACL 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. Credit quality within the
LHFI portfolio is continuously monitored by Management and is reflected within the ACL for LHFI. The ACL is an estimate of expected losses inherent within
Trustmark’s existing LHFI portfolio. The ACL for LHFI is adjusted through the PCL, LHFI and reduced by the charge off of loan amounts, net of recoveries.
The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components: a collective, or pooled, component for
estimated expected credit losses for pools of loans that share similar risk characteristics, and an asset-specific component involving individual loans that do not
share risk characteristics with other loans and the measurement of expected credit losses for such individual loans. In estimating the ACL for the collective
component, loans are segregated into loan pools based on loan product types and similar risk characteristics.
The loans secured by real estate and other loans secured by real estate portfolio segments include loans for both commercial and residential properties. The
underwriting process for these loans includes analysis of the financial position and strength of both the borrower and guarantor, experience with similar projects
in the past, market demand and prospects for successful completion of the proposed project within the established budget and schedule, values of underlying
collateral, availability of permanent financing, maximum loan-to-value ratios, minimum equity requirements, acceptable amortization periods and minimum
debt service coverage requirements, based on property type. The borrower’s financial strength and capacity to repay their obligations remain the primary focus
of underwriting. Financial strength is evaluated based upon analytical tools that consider historical and projected cash flows and performance in addition to
analysis of the proposed project for income-producing properties. Additional support offered by guarantors is also considered. Ultimate repayment of these
loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.
108
The commercial and industrial LHFI portfolio segment includes loans within Trustmark’s geographic markets made to many types of businesses for various
purposes, such as short-term working capital loans that are usually secured by accounts receivable and inventory and term financing for equipment and fixed
asset purchases that are secured by those assets. Trustmark’s credit underwriting process for commercial and industrial loans includes analysis of historical and
projected cash flows and performance, evaluation of financial strength of both borrowers and guarantors as reflected in current and detailed financial
information and evaluation of underlying collateral to support the credit.
The consumer LHFI portfolio segment is comprised of loans that are centrally underwritten based on the borrower's credit bureau score as well as an evaluation
of the borrower’s repayment capacity, credit, and collateral. Property appraisals are obtained to assist in evaluating collateral. Loan-to-value and debt-to-income
ratios, loan amount, and lien position are also considered in assessing whether to originate a loan. These borrowers are particularly susceptible to downturns in
economic trends such as conditions that negatively affect housing prices and demand and levels of unemployment.
The state and other political subdivision LHFI and the other commercial LHFI and leases portfolio segments primarily consist of loans to non-depository
financial institutions, such as mortgage companies, finance companies and other financial intermediaries, loans to state and political subdivisions, and loans to
non-profit and charitable organizations. These loans are underwritten based on the specific nature or purpose of the loan and underlying collateral with special
consideration given to the specific source of repayment for the loan. The lease segment primarily consists of commercial equipment finance leases. Trustmark’s
credit underwriting process for equipment finance leases includes analysis of historical and projected cash flows and performance, evaluation of financial
strength of both borrowers and guarantors as reflected in current and detailed financial information and evaluation of underlying collateral to support the credit.
During the first quarter of 2024 as part of Trustmark's ongoing model monitoring procedures the annual loss driver analysis was performed. The analysis
resulted in changes in the loss drivers for all discounted cash-flow models along with changes in the loss drivers for the equipment and finance loans and leases
model. These changes were a result of updating Trustmark's peer group and incorporating data through 2022 which led to more intuitive loss drivers. All models
were validated by a third party before implementation.
109
The following table provides a description of each of Trustmark’s portfolio segments, loan classes, loan pools and the ACL methodology and loss drivers at
December 31, 2024:
Portfolio Segment
Loan Class
Loan Pool
Methodology
Loss Drivers
Loans secured by real estate
Construction, land
development and other land
1-4 family residential
construction
DCF
National HPI, National
Unemployment
Lots and development
DCF
National HPI, National
Unemployment
Unimproved land
DCF
National HPI, National
Unemployment
All other consumer
DCF
National HPI, National
Unemployment
Other secured by 1-4
family residential properties
Consumer 1-4 family - 1st liens
DCF
National HPI, National
Unemployment
All other consumer
DCF
National HPI, National
Unemployment
Nonresidential owner-occupied
DCF
Southern Unemployment,
National CRE Price Index
Secured by nonfarm,
nonresidential properties
Nonowner-occupied -
hotel/motel
DCF
National CRE Price Index,
Southern Unemployment
Nonowner-occupied - office
DCF
National CRE Price Index,
Southern Unemployment
Nonowner-occupied- Retail
DCF
National CRE Price Index,
Southern Unemployment
Nonowner-occupied - senior
living/nursing homes
DCF
National CRE Price Index,
Southern Unemployment
Nonowner-occupied -
all other
DCF
National CRE Price Index,
Southern Unemployment
Nonresidential owner-occupied
DCF
Southern Unemployment,
National CRE Price Index
Other real estate secured
Nonresidential nonowner
-occupied - apartments
DCF
National CRE Price Index,
Southern Unemployment
Nonresidential owner-occupied
DCF
Southern Unemployment,
National CRE Price Index
Nonowner-occupied -
all other
DCF
National CRE Price Index,
Southern Unemployment
Other loans secured by
real estate
Other construction
Other construction
DCF
National CRE Price Index,
National Unemployment, BBB
7-10 US CBI
Secured by 1-4 family
residential properties
Trustmark mortgage
WARM
Southern Unemployment
Commercial and
industrial loans
Commercial and
industrial loans
Commercial and industrial -
non-working capital
DCF
Trustmark historical data
Commercial and industrial -
working capital
DCF
Trustmark historical data
Equipment finance loans
WARM
Southern Unemployment,
National GDP
Credit cards
WARM
Trustmark call report data
Consumer loans
Consumer loans
Credit cards
WARM
Trustmark call report data
Overdrafts
Loss Rate
Trustmark historical data
All other consumer
DCF
National HPI, National
Unemployment
State and other political
subdivision loans
State and other political
subdivision loans
Obligations of state and
political subdivisions
DCF
Moody's Bond Default Study
Other commercial loans and leases
Other commercial loans and leases
Other loans
DCF
BBB 7-10 US CBI, Southern
Unemployment
Commercial and industrial -
non-working capital
DCF
Trustmark historical data
Commercial and industrial -
working capital
DCF
Trustmark historical data
Equipment finance leases
WARM
Southern Unemployment,
National GDP
110
The following table provides a description of each of Trustmark’s portfolio segments, loan classes, loan pools and the ACL methodology and loss drivers at
December 31, 2023:
Portfolio Segment
Loan Class
Loan Pool
Methodology
Loss Drivers
Loans secured by real estate
Construction, land
development and other land
1-4 family residential
construction
DCF
Prime Rate, National GDP
Lots and development
DCF
Prime Rate, Southern
Unemployment
Unimproved land
DCF
Prime Rate, Southern
Unemployment
All other consumer
DCF
Southern Unemployment
Other secured by 1-4
family residential
properties
Consumer 1-4 family - 1st liens
DCF
Prime Rate, Southern
Unemployment
All other consumer
DCF
Southern Unemployment
Nonresidential owner-occupied
DCF
Southern Unemployment,
National GDP
Secured by nonfarm,
nonresidential properties
Nonowner-occupied -
hotel/motel
DCF
Southern Vacancy Rate,
Southern Unemployment
Nonowner-occupied - office
DCF
Southern Vacancy Rate,
Southern Unemployment
Nonowner-occupied- Retail
DCF
Southern Vacancy Rate,
Southern Unemployment
Nonowner-occupied - senior
living/nursing homes
DCF
Southern Vacancy Rate,
Southern Unemployment
Nonowner-occupied -
all other
DCF
Southern Vacancy Rate,
Southern Unemployment
Nonresidential owner-occupied
DCF
Southern Unemployment,
National GDP
Other real estate secured
Nonresidential nonowner
-occupied - apartments
DCF
Southern Vacancy Rate,
Southern Unemployment
Nonresidential owner-occupied
DCF
Southern Unemployment,
National GDP
Nonowner-occupied -
all other
DCF
Southern Vacancy Rate,
Southern Unemployment
Other loans secured by
real estate
Other construction
Other construction
DCF
Prime Rate, National
Unemployment
Secured by 1-4 family
residential properties
Trustmark mortgage
WARM
Southern Unemployment
Commercial and
industrial loans
Commercial and
industrial loans
Commercial and industrial -
non-working capital
DCF
Trustmark historical data
Commercial and industrial -
working capital
DCF
Trustmark historical data
Equipment finance loans
WARM
Southern Unemployment,
Southern GDP
Credit cards
WARM
Trustmark call report data
Consumer loans
Consumer loans
Credit cards
WARM
Trustmark call report data
Overdrafts
Loss Rate
Trustmark historical data
All other consumer
DCF
Southern Unemployment
State and other political
subdivision loans
State and other political
subdivision loans
Obligations of state and
political subdivisions
DCF
Moody's Bond Default Study
Other commercial loans and leases
Other commercial loans and leases
Other loans
DCF
Prime Rate, Southern
Unemployment
Commercial and industrial -
non-working capital
DCF
Trustmark historical data
Commercial and industrial -
working capital
DCF
Trustmark historical data
Equipment finance leases
WARM
Southern Unemployment,
Southern GDP
In general, Trustmark utilizes a DCF method to estimate the quantitative portion of the ACL for loan pools. The DCF model consists of two key components, a
loss driver analysis (LDA) and a cash flow analysis. For loan pools utilizing the DCF methodology, multiple assumptions are in place, depending on the loan
pool. A reasonable and supportable forecast is utilized for each loan pool by developing a LDA for each loan class. The LDA uses charge off data from Federal
Financial Institutions Examination Council (FFIEC) reports to construct a periodic default rate (PDR). The PDR is decomposed into a PD. Regressions are run
using the data for various
111
macroeconomic variables in order to determine which ones correlate to Trustmark’s losses. These variables are then incorporated into the application to
calculate a quarterly PD using a third-party baseline forecast. In addition to the PD, a LGD is derived using a method referred to as Frye Jacobs. The Frye
Jacobs method is a mathematical formula that traces the relationship between LGD and PD over time and projects the LGD based on the levels of PD forecasts.
This model approach is applicable to all pools within the construction, land development and other land, other secured by 1-4 family residential properties,
secured by nonfarm, nonresidential properties and other real estate secured loan classes as well as consumer loans and other commercial loans.
During 2022, Management elected to incorporate a methodology change related to the other construction pool. Components of this change include management
utilizing an alternative LDA to support the PD and LGD assumptions necessary to apply a DCF methodology to the other construction pool. Fundamentally, this
approach utilizes publicly reported default balances and leverages a generalized linear model (GLM) framework to estimate PD. Taken together, these
differences allow for results to be scaled to be specific and directly applicable to the other construction segment. LGD is assumed to be a through-the-cycle
constant based on the actual performance of Trustmark’s other construction segment. These assumptions are then input into the DCF model and used in
conjunction with prepayment data to calculate the cash flows at the individual loan level. Previously, the other construction pool used the weighted average
remaining maturity (WARM) method. Management believes this change is commensurate with the level of risk in the pool.
For the commercial and industrial loans related pools, Trustmark uses its own PD and LGD data, instead of the macroeconomic variables and the Frye Jacobs
method described above, to calculate the PD and LGD as there were no defensible macroeconomic variables that correlated to Trustmark’s losses. Trustmark
utilizes a third-party Bond Default Study to derive the PD and LGD for the obligations of state and political subdivisions pool. Due to the lack of losses within
this pool, no defensible macroeconomic factors were identified to correlate.
The PD and LGD measures are used in conjunction with prepayment data as inputs into the DCF model to calculate the cash flows at the individual loan level.
Contractual cash flows based on loan terms are adjusted for PD, LGD and prepayments to derive loss cash flows. These loss cash flows are discounted by the
loan’s coupon rate to arrive at the discounted cash flow based quantitative loss. The prepayment studies are updated quarterly by a third-party for each
applicable pool.
An alternate method of estimating the ACL is used for certain loan pools due to specific characteristics of these loans. For the non-DCF pools, specifically,
those using the WARM method, the remaining life is incorporated into the ACL quantitative calculation.
During the second quarter of 2024, Trustmark executed a sale on a portfolio of 1-4 family mortgage loans that were at least three payments delinquent and/or
nonaccrual at the time of selection. As a result of this sale, a credit mark was established for a sub-pool of the loans in the sale. Due to the lack of historical
experience and the use of industry data for this sub-pool, management elected to use the credit mark for reserving purposes on a go forward basis for this sub-
pool that meets the same credit criteria of being three payments delinquent and/or nonaccrual. All loans of the sub-pool that meet the above credit criteria will be
removed from the 1-4 family residential properties pool and placed into a separate pool with the credit mark reserve applied to the total balance.
Trustmark determined that reasonable and supportable forecasts could be made for a twelve-month period for all of its loan pools. To the extent the lives of the
loans in the LHFI portfolio extend beyond this forecast period, Trustmark uses a reversion period of four quarters and reverts to the historical mean on a
straight-line basis over the remaining life of the loans. The econometric models currently in production reflect segment or pool level sensitivities of PD to
changes in macroeconomic variables. By measuring the relationship between defaults and changes in the economy, the quantitative reserve incorporates
reasonable and supportable forecasts of future conditions that will affect the value of Trustmark’s assets, as required by FASB ASC Topic 326. Under stable
forecasts, these linear regressions will reasonably predict a pool’s PD. However, due to such events as the COVID-19 pandemic, the macroeconomic variables
used for reasonable and supportable forecasting can change rapidly. At the macroeconomic levels experienced during the COVID-19 pandemic, it was not clear
that the models in production at that time would produce reasonably representative results since the models at that time were originally estimated using data
beginning in 2004 through 2019. During this period, a traditional, albeit severe, economic recession occurred. Thus, econometric models are sensitive to similar
future levels of PD.
In order to prevent the econometric models from extrapolating beyond reasonable boundaries of their input variables, Trustmark chose to establish an upper and
lower limit process when applying the periodic forecasts. In this way, Management will not rely upon unobserved and untested relationships in the setting of the
quantitative reserve. This approach applies to all input variables, including: Southern Unemployment, National Unemployment, National Gross Domestic
Product (GDP), National Home Price Index (HPI), National Commercial Real Estate (CRE) Price Index and the BBB 7-10 Year US Corporate Bond Index
(CBI). The upper and lower limits are based on the distribution of the macroeconomic variable by selecting extreme percentiles at the upper and lower limits of
the distribution, the 1st and 99th percentiles, respectively. These upper and lower limits are then used to calculate the PD for the forecast time period in which the
forecasted values are outside of the upper and lower limit range. Additionally, when periods have a PD or LGD at or near zero as a result of the improving
macroeconomic forecasts, Management implemented PD and LGD floors to account
112
for the risk associated with each portfolio. The PD and LGD floors are based on Trustmark’s historical loss experience and applied at a portfolio level.
Qualitative factors used in the ACL methodology include the following:
•
Lending policies and procedures
•
Economic conditions and concentrations of credit
•
Nature and volume of the portfolio
•
Performance trends
•
External factors
While all these factors are incorporated into the overall methodology, only four are currently considered active at December 31, 2024: (i) economic conditions
and concentrations of credit, (ii) nature and volume of the portfolio, (iii) performance trends and (iv) external factors.
Two of Trustmark’s largest loan classes are the loans secured by nonfarm, nonresidential properties and the loans secured by other real estate. Trustmark
elected to create a qualitative factor specifically for these loan classes which addresses changes in the economic conditions of metropolitan areas and applies
additional pool level reserves. This qualitative factor is based on third-party market data and forecast trends and is updated quarterly as information is available,
by market and by loan pool.
Trustmark's current quantitative methodologies do not completely incorporate changes in credit quality. As a result, Trustmark utilizes the performance trends
qualitative factor. This factor is based on migration analyses, that allocates additional ACL to non-pass/delinquent loans within each pool. In this way,
Management believes the ACL will directly reflect changes in risk, based on the performance of the loans within a pool, whether declining or improving.
The performance trends qualitative factor is estimated by properly segmenting loan pools into risk levels by risk rating for commercial credits and delinquency
status for consumer credits. A migration analysis is then performed quarterly using a third-party software and the results for each risk level are compiled to
calculate the historical PD average for each loan portfolio based on risk levels. This average historical PD rate is updated annually. For the mortgage portfolio,
Trustmark uses an internal report to incorporate a roll rate method for the calculation of the PD rate. In addition to the PD rate for each portfolio, Management
incorporates the quantitative rate and the k value derived from the Frye-Jacobs method to calculate a loss estimate that includes both PD and LGD. The
quantitative rate is used to eliminate any additional reserve that the quantitative reserve already includes. Finally, the loss estimate rate is then applied to the
total balances for each risk level for each portfolio to calculate a qualitative reserve.
During 2022, Management elected to activate the nature and volume of the portfolio qualitative factor as a result of a sub-pool of the secured by 1-4 family
residential properties growing to a significant size along with the underlying nature being different as well. The nature and volume of the portfolio qualitative
factor utilizes a WARM methodology that uses industry data for the assumptions to support the qualitative adjustment. The industry data is used to compile a
PD based on credit score ranges along with using the industry data to compile an LGD. The sub-pool of credits is then aggregated into the appropriate credit
score bands in which a weighted average loss rate is calculated based on the PD and LGD for each credit score range. This weighted average loss rate is then
applied to the expected balance for the sub-segment of credits. This total is then used as the qualitative reserve adjustment.
The external factors qualitative factor is Management’s best judgment on the loan or pool level impact of all factors that affect the portfolio that are not
accounted for using any other part of the ACL methodology (e.g., natural disasters, changes in legislation, impacts due to technology and pandemics). During
the third quarter of 2024, Trustmark activated the External Factor – Credit Quality Review qualitative factor. This qualitative factor ensures reserve adequacy
for collectively evaluated commercial loans that may not have been identified and downgraded timely for various reasons. This qualitative factor population is
all commercial loans risk rated 1-5. These loans are then applied to the historical average of the Watch/Special Mention rated percentage. Then the balance of
these loans are applied additional reserves based on the same reserve rates utilized in the performance trends qualitative factor for Watch/Special Mention rated
loans. Then the Watch/Special Mention population is applied the historical Substandard rated percentage and then subsequently applied the Substandard reserve
rate utilized in the performance trends qualitative factor as well. The historical Watch/Special Mention and Substandard rated percentage averages captures the
weighted average life of the commercial loan portfolio. Thus, Trustmark will allocate additional reserves to capture the proportion of potential Watch/Special
Mention and Substandard rated credits that may not have been categorized as such at any given point in time through the life of the commercial loan portfolio.
113
The following tables disaggregate the ACL, LHFI and the amortized cost basis of the loans by the measurement methodology used at December 31, 2024 and
2023 ($ in thousands):
December 31, 2024
ACL
LHFI
Individually
Evaluated for
Credit Loss
Collectively
Evaluated for
Credit Loss
Total ACL
Individually
Evaluated for
Credit Loss
Collectively
Evaluated for
Credit Loss
Total LHFI
Loans secured by real estate:
Construction, land development and other land
$
— $
6,452
$
6,452 $
—
587,244 $
587,244
Other secured by 1-4 family residential properties
—
11,347
11,347
521
650,029
650,550
Secured by nonfarm, nonresidential properties
2,251
35,645
37,896
9,783
3,523,499
3,533,282
Other real estate secured
—
19,491
19,491
1,904
1,631,926
1,633,830
Other loans secured by real estate:
Other construction
—
13,297
13,297
—
829,904
829,904
Secured by 1-4 family residential properties
—
32,129
32,129
1,533
2,297,460
2,298,993
Commercial and industrial loans
10,518
16,502
27,020
22,503
1,818,219
1,840,722
Consumer loans
—
5,141
5,141
—
156,569
156,569
State and other political subdivision loans
—
1,250
1,250
—
969,836
969,836
Other commercial loans and leases
892
5,355
6,247
896
588,116
589,012
Total
$
13,661 $
146,609
$
160,270 $
37,140 $
13,052,802 $
13,089,942
December 31, 2023
ACL
LHFI
Individually
Evaluated
for Credit
Loss
Collectively
Evaluated for
Credit Loss
Total
Individually
Evaluated for
Credit Loss
Collectively
Evaluated for
Credit Loss
Total
Loans secured by real estate:
Construction, land development and other land
$
— $
17,192
$
17,192
$
2,020
$
640,866 $
642,886
Other secured by 1-4 family residential properties
—
12,942
12,942
946
621,451
622,397
Secured by nonfarm, nonresidential properties
—
24,043
24,043
20,812
3,468,622
3,489,434
Other real estate secured
—
4,488
4,488
—
1,312,551
1,312,551
Other loans secured by real estate:
Other construction
—
5,758
5,758
—
867,793
867,793
Secured by 1-4 family residential properties
—
34,794
34,794
3,235
2,279,083
2,282,318
Commercial and industrial loans
11,436
15,202
26,638
21,102
1,901,808
1,922,910
Consumer loans
—
5,794
5,794
—
165,734
165,734
State and other political subdivision loans
—
646
646
—
1,088,466
1,088,466
Other commercial loans and leases
967
6,105
7,072
967
555,068
556,035
Total
$
12,403 $
126,964
$
139,367
$
49,082
$
12,901,442 $
12,950,524
Changes in the ACL, LHFI were as follows for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Balance at beginning of period
$
139,367
$
120,214
$
99,457
Loans charge-off, sale of 1-4 family mortgage loans
(8,633 )
—
—
Loans charged-off
(26,316 )
(17,515 )
(11,332 )
Recoveries
9,932
9,306
10,412
Net (charge-offs) recoveries
(25,017 )
(8,209 )
(920 )
PCL, LHFI
37,287
27,362
21,677
PCL, LHFI sale of 1-4 family mortgage loans
8,633
—
—
Balance at end of period
$
160,270
$
139,367
$
120,214
114
The following tables detail changes in the ACL, LHFI by loan class for the years ended December 31, 2024 and 2023 ($ in thousands):
2024
Balance
Balance
January 1,
Charge-offs
Recoveries
PCL
December 31,
Loans secured by real estate:
Construction, land development and other land
$
17,192 $
(32 ) $
1,024 $
(11,732 ) $
6,452
Other secured by 1-4 family residential properties
12,942
(512 )
672
(1,755 )
11,347
Secured by nonfarm, nonresidential properties
24,043
(2,545 )
154
16,244
37,896
Other real estate secured
4,488
(89 )
1
15,091
19,491
Other loans secured by real estate:
Other construction
5,758
(2,507 )
714
9,332
13,297
Secured by 1-4 family residential properties
34,794
(10,304 )
152
7,487
32,129
Commercial and industrial loans
26,638
(9,048 )
963
8,467
27,020
Consumer loans
5,794
(9,817 )
6,187
2,977
5,141
State and other political subdivision loans
646
—
—
604
1,250
Other commercial loans and leases
7,072
(95 )
65
(795 )
6,247
Total
$
139,367 $
(34,949 ) $
9,932 $
45,920 $
160,270
The PCL, LHFI for the year ended December 31, 2024 was primarily attributable to loan growth, changes in the macroeconomic forecast, an increase in specific
reserves on individually analyzed credits and net adjustments to the qualitative factors.
The negative PCL, LHFI for the construction, land development and other land portfolio and other secured by 1-4 family residential properties portfolio for the
year ended December 31, 2024 was primarily due to changes in the macroeconomic forecast associated with these specific loss driver models as a result of the
loss driver update for these loan portfolios. The negative PCL, LHFI for the other commercial loans and leases portfolio for the year ended December 31, 2024
was primarily due to a decrease in loan balances.
2023
Balance
Balance
January 1,
Charge-offs
Recoveries
PCL
December 31,
Loans secured by real estate:
Construction, land development and other land
$
12,828 $
(242 ) $
142 $
4,464 $
17,192
Other secured by 1-4 family residential properties
12,374
(320 )
439
449
12,942
Secured by nonfarm, nonresidential properties
19,488
(278 )
2,328
2,505
24,043
Other real estate secured
4,743
—
28
(283 )
4,488
Other loans secured by real estate:
Other construction
15,132
(3,453 )
73
(5,994 )
5,758
Secured by 1-4 family residential properties
21,185
(1,457 )
38
15,028
34,794
Commercial and industrial loans
23,140
(2,161 )
1,066
4,593
26,638
Consumer loans
5,792
(9,290 )
5,192
4,100
5,794
State and other political subdivision loans
885
—
—
(239 )
646
Other commercial loans and leases
4,647
(314 )
—
2,739
7,072
Total
$
120,214 $
(17,515 ) $
9,306 $
27,362 $
139,367
The PCL, LHFI for the year ended December 31, 2023 was primarily attributable to loan growth, extended maturities on the secured by 1-4 family residential
properties resulting from lower prepayment speeds, changes in the macroeconomic forecast and net adjustments to the qualitative factors.
The negative PCL, LHFI for the other construction portfolio for the year ended December 31, 2023 was primarily due to the transfer of a fully-reserved
nonaccrual loan to other real estate, net.
115
Note 6 – Premises and Equipment, Net
At December 31, 2024 and 2023, premises and equipment, net consisted of the following ($ in thousands):
December 31,
2024
2023
Land
$
56,610
$
56,747
Buildings and leasehold improvements
249,405
246,759
Furniture and equipment
227,329
210,158
Total cost of premises and equipment
533,344
513,664
Less accumulated depreciation and amortization
302,201
286,383
Premises and equipment, net
231,143
227,281
Finance lease right-of-use assets
3,299
3,751
Assets held for sale
968
1,197
Total premises and equipment, net
$
235,410
$
232,229
There were two properties included in assets held for sale at December 31, 2024 compared to three properties at December 31, 2023. These properties were
transferred from premises and equipment, net to assets held for sale due to Trustmark’s intent to sell the properties over the subsequent twelve months as a result
of its strategic initiatives. No property valuation adjustments were recognized in other expense for 2024 compared to $470 thousand for 2023 and $400
thousand for 2022.
Depreciation and amortization of premises and equipment totaled $18.7 million in 2024, $17.4 million in 2023 and $16.2 million in 2022.
Note 7 – Mortgage Banking
MSR
The activity in the MSR is detailed in the table below for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
Balance at beginning of period
$
131,870
$
129,677
Origination of servicing assets
13,291
13,712
Change in fair value:
Due to market changes
5,801
(1,489 )
Due to runoff
(11,645 )
(10,030 )
Balance at end of period
$
139,317
$
131,870
Trustmark determines the fair value of the MSR using a valuation model administered by a third party that calculates the present value of estimated future net
servicing income. Trustmark considers the conditional prepayment rate (CPR), which is an estimated loan prepayment rate that uses historical prepayment rates
for previous loans similar to the loans being evaluated, the float rate, which is the interest rate earned on escrow balances, and the discount rate as some of the
primary assumptions used in determining the fair value of the MSR. An increase in either the CPR or discount rate assumption will result in a decrease in the
fair value of the MSR, while a decrease in either assumption will result in an increase in the fair value of the MSR. An increase in the float rate will result in an
increase in the fair value of the MSR, while a decrease in the float rate will result in a decrease in the fair value of the MSR. At December 31, 2024, the fair
value of the MSR included an assumed average prepayment speed of 8 CPR and an average discount rate of 10.65% compared to an assumed average
prepayment speed of 9 CPR and an average discount rate of 10.07% at December 31, 2023.
Mortgage Loans Sold/Serviced
During 2024, 2023 and 2022, Trustmark sold $1.141 billion, $1.136 billion and $1.243 billion, respectively, of residential mortgage loans. Gain on sales of
loans, net totaled $19.3 million in 2024, $15.3 million in 2023 and $20.2 million in 2022. Trustmark receives annual servicing fee income approximating 0.32%
of the outstanding balance of the underlying loans, which totaled $28.0 million in 2024, $26.9 million in 2023 and $26.0 million in 2022. The gains on the sale
of residential mortgage loans and the annual servicing fee are both recorded to noninterest income in mortgage banking, net in the accompanying consolidated
statements of income. The investors and the securitization trusts have no recourse to the assets of Trustmark for failure of debtors to pay when due.
116
The table below details the mortgage loans sold and serviced for others at December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Federal National Mortgage Association
$
4,821,246 $
4,826,028
Government National Mortgage Association
3,695,419
3,510,983
Federal Home Loan Mortgage Corporation
213,358
112,352
Other
32,686
28,012
Total mortgage loans sold and serviced for others
$
8,762,709 $
8,477,375
Trustmark is subject to losses in its loan servicing portfolio due to loan foreclosures. Trustmark has obligations to either repurchase the outstanding principal
balance of a loan or make the purchaser whole for the economic benefits of a loan if it is determined that the loan sold was in violation of representations or
warranties made by Trustmark at the time of the sale, herein referred to as mortgage loan servicing putback expenses. Such representations and warranties
typically include those made regarding loans that had missing or insufficient file documentation, loans that do not meet investor guidelines, loans in which the
appraisal does not support the value and/or loans obtained through fraud by the borrowers or other third parties. Generally, putback requests may be made until
the loan is paid in full. However, mortgage loans delivered to Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation
(FHLMC) on or after January 1, 2013 are subject to the Representations and Warranties Framework, which provides certain instances in which FNMA and
FHLMC will not exercise their remedies, including a putback request, for breaches of certain selling representations and warranties, such as payment history and
quality control review.
When a putback request is received, Trustmark evaluates the request and takes appropriate actions based on the nature of the request. Trustmark is required by
FNMA and FHLMC to provide a response to putback requests within 60 days of the date of receipt. The total mortgage loan servicing putback expenses are
included in other expense. At both December 31, 2024 and 2023, Trustmark had a reserve for mortgage loan servicing putback expenses of $500 thousand.
There is inherent uncertainty in reasonably estimating the requirement for reserves against potential future mortgage loan servicing putback expenses. Future
putback expenses are dependent on many subjective factors, including the review procedures of the purchasers and the potential refinance activity on loans sold
with servicing released and the subsequent consequences under the representations and warranties. Trustmark believes that it has appropriately reserved for
potential mortgage loan servicing putback requests.
Note 8 – Goodwill and Identifiable Intangible Assets
The goodwill and identifiable intangible assets of FBBI are included in discontinued operations, and as a result, have been excluded from the amounts below.
Goodwill
The table below illustrates goodwill by segment for the years ended December 31, 2024 and 2023 ($ in thousands):
General
Banking
Balance as of January 1, 2023
$
334,605
Adjustment during 2023
—
Balance as of December 31, 2023
334,605
Adjustment during 2024
—
Balance as of December 31, 2024
$
334,605
Trustmark’s General Banking Segment delivers a full range of banking services to consumer, corporate, small and middle-market businesses through its
extensive branch network. Trustmark performed goodwill impairment tests for the General Banking Segment during 2024, 2023 and 2022. Based on these
tests, Trustmark concluded that the fair value of the General Banking Segment exceeded the book value and no impairment charge was required.
117
Identifiable Intangible Assets
At December 31, 2024 and 2023, identifiable intangible assets consisted of the following ($ in thousands):
December 31, 2024
December 31, 2023
Gross Carrying
Accumulated
Net Carrying
Gross Carrying
Accumulated
Net Carrying
Amount
Amortization
Amount
Amount
Amortization
Amount
Core deposit intangibles
$
87,674 $
87,548 $
126 $
87,674 $
87,438 $
236
Banking charters
—
—
—
1,325
1,325
—
Total
$
87,674 $
87,548 $
126 $
88,999 $
88,763 $
236
Trustmark recorded $110 thousand of amortization of identifiable intangible assets in 2024, $290 thousand in 2023 and $985 thousand in 2022. Trustmark
estimates that amortization expense for identifiable intangible assets will be $126 thousand in 2025 and none in the following years. Trustmark continually
evaluates whether events and circumstances have occurred that indicate that identifiable intangible assets have become impaired. Measurement of any
impairment of such identifiable intangible assets is based on the fair values of those assets. There were no impairment losses on identifiable intangible assets
recorded during 2024, 2023 or 2022.
The following table illustrates the carrying amounts and remaining weighted-average amortization periods of identifiable intangible assets at December 31, 2024
($ in thousands):
Remaining
Weighted-
Average
Net Carrying
Amortization
Amount
Period in Years
Core deposit intangibles
$
126
1.0
Note 9 – Other Real Estate
At December 31, 2024, Trustmark’s geographic other real estate distribution was primarily concentrated in its Alabama, Mississippi Tennessee and Texas
market regions. The ultimate recovery of a substantial portion of the carrying amount of other real estate is susceptible to changes in market conditions in these
regions.
For the periods presented, changes and gains (losses), net on other real estate were as follows ($ in thousands):
Years Ended December 31,
2024
2023
2022
Balance at beginning of period
$
6,867 $
1,986 $
4,557
Additions
6,782
7,237
1,533
Disposals
(6,084 )
(2,555 )
(4,142 )
(Write-downs) recoveries
(1,648 )
199
38
Balance at end of period
$
5,917 $
6,867 $
1,986
Gains (losses), net on the sale of other real estate
included in other real estate expense
$
(1,104 ) $
(145 ) $
(1,006 )
At December 31, 2024 and 2023, other real estate by type of property consisted of the following ($ in thousands):
December 31,
2024
2023
Construction, land development and other land properties
$
46 $
—
1-4 family residential properties
2,260
1,977
Nonfarm, nonresidential properties
3,611
4,835
Other real estate properties
—
55
Total other real estate
$
5,917 $
6,867
118
At December 31, 2024 and 2023, other real estate by geographic location consisted of the following ($ in thousands):
December 31,
2024
2023
Alabama
$
170 $
1,397
Mississippi (1)
2,407
1,242
Tennessee (2)
1,079
—
Texas
2,261
4,228
Total other real estate
$
5,917 $
6,867
(1)
Mississippi includes Central and Southern Mississippi Regions.
(2)
Tennessee includes Memphis, Tennessee and Northern Mississippi Regions.
At December 31, 2024 and 2023, the balance of other real estate included $2.3 million and $2.0 million, respectively, of foreclosed residential real estate
properties recorded as a result of obtaining physical possession of the property. At December 31, 2024 and 2023, the recorded investment of consumer
mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $7.6 million and $6.4 million,
respectively.
Note 10 – Leases
Lessor Arrangements
Trustmark leases certain types of machinery and equipment to its customers through sales-type and direct financing leases as part of its equipment financing
portfolio. These leases generally have remaining lease terms of two to eight years, some of which include renewal options and/or options for the lessee to
purchase the leased property near or at the end of the lease term. Trustmark recognized interest income from its sales-type and direct financing leases of $12.7
million and $3.2 million for the years ended December 31, 2024 and 2023, respectively. Trustmark does not have any significant operating leases in which it is
the lessor.
The table below summarizes the components of Trustmark's net investment in its sales-type and direct financing leases at December 31, 2024 and 2023 ($ in
thousands):
December 31,
2024
2023
Leases receivable
$
282,771
$
161,319
Unearned income
(45,585 )
(29,011 )
Initial direct costs
2,252
1,326
Unguaranteed lease residual
7,084
4,101
Total net investment
$
246,522
$
137,735
The table below details the minimum future lease payments for Trustmark's leases receivable at December 31, 2024 ($ in thousands):
December 31, 2024
2025
$
50,494
2026
49,906
2027
62,457
2028
52,086
2029
38,486
Thereafter
29,342
Total leases receivable
$
282,771
119
Lessee Arrangements
For Trustmark's lessee arrangements, the leases of FBBI are included in discontinued operations, and as a result, have been excluded from the amounts below.
Prior period amounts have been reclassified. The table below details the components of net lease cost for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Finance leases
Amortization of right-of-use assets
$
452 $
786 $
1,479
Interest on lease liabilities
148
163
188
Operating lease cost
5,075
4,787
4,577
Short-term lease cost
230
229
307
Variable lease cost
841
840
1,080
Sublease income
(122 )
(12 )
(168 )
Net lease cost
$
6,624 $
6,793 $
7,463
The table below details the cash payments included in the measurement of lease liabilities during the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Finance leases
Operating cash flows included in operating activities
$
148 $
163 $
188
Financing cash flows included in payments under finance lease
obligations
424
721
1,409
Operating leases
Operating cash flows (fixed payments) included in other operating
activities, net
4,848
3,666
4,242
Operating cash flows (liability reduction) included in other operating
activities, net
3,473
3,204
3,514
The table below details balance sheet information, as well as weighted-average lease terms and discount rates, related to leases at December 31, 2024 and 2023
($ in thousands):
December 31,
2024
2023
Finance lease right-of-use assets, net of accumulated depreciation
$
3,299 $
3,751
Finance lease liabilities
3,910
4,334
Operating lease right-of-use assets
34,668
35,711
Operating lease liabilities
38,698
39,097
Weighted-average lease term
Finance leases
7.35 years
8.34 years
Operating leases
9.31 years
10.28 years
Weighted-average discount rate
Finance leases
3.61 %
3.61 %
Operating leases
3.72 %
3.67 %
At December 31, 2024, future minimum rental commitments under finance and operating leases were as follows ($ in thousands):
Finance Leases
Operating Leases
2025
$
584
$
5,288
2026
589
5,161
2027
594
5,193
2028
599
4,824
2029
633
4,655
Thereafter
1,454
21,258
Total minimum lease payments
4,453
46,379
Less imputed interest
(543 )
(7,681 )
Lease liabilities
$
3,910
$
38,698
120
Note 11 – Deposits
At December 31, 2024 and 2023, deposits consisted of the following ($ in thousands):
December 31,
2024
2023
Noninterest-bearing demand
$
3,073,565 $
3,197,620
Interest-bearing demand
5,453,708
4,947,626
Savings
3,387,984
4,047,853
Time
3,192,918
3,376,664
Total
$
15,108,175 $
15,569,763
Interest expense on deposits by type consisted of the following for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Interest-bearing demand
$
148,888 $
121,138 $
16,409
Savings
30,121
28,605
9,654
Time
150,372
96,208
3,006
Total
$
329,381 $
245,951 $
29,069
Time deposits that exceed the FDIC insurance limit of $250 thousand totaled $935.4 million and $822.4 million at December 31, 2024 and 2023, respectively.
The maturities of interest-bearing deposits at December 31, 2024, are as follows ($ in thousands):
2025
$
3,090,620
2026
75,164
2027
15,143
2028
5,764
2029
5,169
Thereafter
1,058
Total time deposits
3,192,918
Interest-bearing deposits with no stated maturity
8,841,692
Total interest-bearing deposits
$
12,034,610
Note 12 - Borrowings
Securities Sold Under Repurchase Agreements
Trustmark utilizes securities sold under repurchase agreements as a source of borrowing in connection with overnight repurchase agreements offered to
commercial deposit customers by using its unencumbered investment securities as collateral. Trustmark accounts for its securities sold under repurchase
agreements as secured borrowings in accordance with FASB ASC Subtopic 860-30, “Transfers and Servicing – Secured Borrowing and Collateral.” Securities
sold under repurchase agreements are stated at the amount of cash received in connection with the transaction. Trustmark monitors collateral levels on a
continual basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under repurchase
agreements are secured by securities with a carrying amount of $40.3 million and $61.6 million at December 31, 2024 and 2023, respectively. At both
December 31, 2024 and 2023, all repurchase agreements were short-term and consisted primarily of sweep repurchase arrangements, under which excess
deposits are “swept” into overnight repurchase agreements with Trustmark.
121
The following table presents the securities sold under repurchase agreements by collateral pledged at December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Mortgage-backed securities
Residential mortgage pass-through securities
Issued by FNMA and FHLMC
$
11,685 $
28,600
Other residential mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC or GNMA
7,487
526
Commercial mortgage-backed securities
Issued or guaranteed by FNMA, FHLMC or GNMA
10,169
—
Total securities sold under repurchase agreements
$
29,341 $
29,126
Other Borrowings
At December 31, 2024 and 2023, other borrowings consisted of the following ($ in thousands):
December 31,
2024
2023
FHLB advances
$
200,000 $
400,058
Serviced GNMA loans eligible for repurchase
97,631
78,838
Finance lease liabilities
3,910
4,334
Total other borrowings
$
301,541
$
483,230
FHLB Advances
At both December 31, 2024 and 2023, Trustmark had no outstanding short-term FHLB advances with the FHLB of Atlanta.
At December 31, 2024, Trustmark had no outstanding long-term FHLB advances with the FHLB of Atlanta, compared to one outstanding long-term FHLB
advance with the FHLB of Atlanta totaling $58 thousand at December 31, 2023. This advance was assumed through the BancTrust merger and had a fixed
interest rate of 0.08%. At December 31, 2023, this advance had a remaining maturity of 2.71 years. There was no fair market value adjustment associated with
the BancTrust merger included in the FHLB advances at December 31, 2023. Trustmark’s FHLB advance was collateralized by securities held in safekeeping
with the FHLB of Atlanta.
At December 31, 2024, Trustmark had two outstanding short-term FHLB advances totaling $200.0 million and no long-term FHLB advances with the FHLB of
Dallas, compared to five outstanding short-term FHLB advances totaling $400.0 million and no long-term FHLB advances with the FHLB of Dallas at
December 31, 2023. The outstanding short-term advances with the FHLB of Dallas at December 31, 2024 had fixed rates of 4.55% and 4.65% with balances of
$100.0 million each. The outstanding short-term FHLB advances had a weighted-average remaining maturity of 8 days with a weighted-average cost of 4.60%
at December 31, 2024, compared to a weighted-average remaining maturity of 9 days with a weighted-average cost of 5.54% at December 31, 2023.
Trustmark incurred $16.8 million of interest expense on short-term FHLB advances in 2024, compared to $49.9 million of interest expense in 2023 and $4.8
million of interest expense in 2022. Trustmark incurred no interest expense on long-term FHLB advances in 2024, 2023 and 2022.
At December 31, 2024 and 2023, Trustmark had $4.292 billion and $4.003 billion, respectively, available in additional borrowing capacity from the FHLB of
Dallas.
Subordinated Notes
During 2020, Trustmark agreed to issue and sell $125.0 million aggregate principal amount of its 3.625% Fixed-to-Floating Rate Subordinated Notes (the
Notes) due December 1, 2030. The Notes were sold at an underwriting discount of 1.2%, resulting in net proceeds to Trustmark of $123.5 million before
deducting offering expenses. At December 31, 2024 and 2023, the carrying amount of the Notes was $123.7 million and $123.5 million, respectively. The
Notes are unsecured obligations and are subordinated in right of payment to all of Trustmark’s existing and future senior indebtedness, whether secured or
unsecured. The Notes are obligations of Trustmark only and are not obligations of, and are not guaranteed by, any of its subsidiaries, including TNB. From the
date of issuance until November 30, 2025, the Notes bear interest at a fixed rate of 3.625% per year, payable semi-annually in arrears on June 1 and December 1
of each year. Beginning December 1, 2025, the Notes will bear interest at a floating rate per year equal to the Benchmark
122
rate, which is the Three-Month Term Secured Overnight Financing Rate (SOFR), plus 338.7 basis points, payable quarterly in arrears on March 1, June 1,
September 1 and December 1 of each year. The Notes qualify as Tier 2 capital for Trustmark. The Notes may be redeemed at Trustmark’s option under certain
circumstances. Trustmark intends to use the net proceeds for general corporate purposes.
Junior Subordinated Debt Securities
On August 18, 2006, Trustmark completed a private placement of $60.0 million of trust preferred securities through a newly formed Delaware trust affiliate,
Trustmark Preferred Capital Trust I (the Trust). The trust preferred securities mature September 30, 2036, are redeemable at Trustmark’s option and bear
interest at a variable rate per annum equal to the three-month Chicago Mercantile Exchange, Inc. (CME) SOFR plus a spread adjustment of 0.26% and a margin
of 1.72%. Under applicable regulatory guidelines, these trust preferred securities qualify as Tier 1 capital. The proceeds from the sale of the trust preferred
securities were used by the Trust to purchase $61.9 million in aggregate principal amount of Trustmark’s junior subordinated debentures.
The debentures were issued pursuant to a Junior Subordinated Indenture, dated August 18, 2006, between Trustmark, as issuer, and Wilmington Trust Company,
National Association, as trustee. Like the trust preferred securities, the debentures bear interest at a variable rate per annum equal to the three-month CME
SOFR plus a spread adjustment of 0.26% and a margin of 1.72% and mature on September 30, 2036. The debentures may be redeemed at Trustmark’s option at
any time. The interest payments by Trustmark will be used to pay the quarterly distributions payable by the Trust to the holder of the trust preferred securities.
However, so long as no event of default has occurred under the debentures, Trustmark may defer interest payments on the debentures (in which case the Trust
will also defer distributions otherwise due on the trust preferred securities) for up to 20 consecutive quarters.
The debentures are subordinated to the prior payment of any other indebtedness of Trustmark that, by its terms, is not similarly subordinated. The trust
preferred securities are recorded as a long-term liability on Trustmark’s balance sheet; however, for regulatory purposes the trust preferred securities are treated
as Tier 1 capital under the rules of the Federal Reserve Board (FRB), Trustmark’s primary federal regulatory agency.
Trustmark also entered into a Guarantee Agreement, dated August 18, 2006, pursuant to which it has agreed to guarantee the payment by the Trust of
distributions on the trust preferred securities and the payment of principal of the trust preferred securities when due, either at maturity or on redemption, but only
if and to the extent that the Trust fails to pay distributions on or principal of the trust preferred securities after having received interest payments or principal
payments on the junior subordinated debentures from Trustmark for the purpose of paying those distributions or the principal amount of the trust preferred
securities.
As defined in applicable accounting standards, the Trust, a wholly-owned subsidiary of Trustmark, is considered a variable interest entity for which Trustmark is
not the primary beneficiary. Accordingly, the accounts of the Trust are not included in Trustmark’s consolidated financial statements.
At both December 31, 2024 and 2023, assets for the Trust totaled $61.9 million, resulting from the investment in junior subordinated debentures issued by
Trustmark. Liabilities and shareholders’ equity for the Trust also totaled $61.9 million at both December 31, 2024 and 2023, resulting from the issuance of trust
preferred securities in the amount of $60.0 million as well as $1.9 million in common securities issued to Trustmark. During 2024, net income for the Trust
equaled $134 thousand resulting from interest income from the junior subordinated debt securities issued by Trustmark to the Trust, compared with net income
of $132 thousand during 2023 and $66 thousand during 2022. Dividends issued to Trustmark by the Trust during 2024 totaled $134 thousand, compared to
$132 thousand during 2023 and $66 thousand during 2022.
123
Note 13 – Revenue from Contracts with Customers
The Insurance Segment is included in discontinued operations for all periods presented in the accompanying consolidated balance sheets and the consolidated
statements of income. See Note 2 - Discontinued Operations for additional information about discontinued operations.
The following table presents noninterest income (loss) disaggregated by reportable operating segment and revenue stream for the periods presented ($ in
thousands):
Year Ended December 31, 2024
Year Ended December 31, 2023
Year Ended December 31, 2022
Topic 606
Not Topic
606 (1)
Total
Topic 606
Not Topic
606 (1)
Total
Topic 606
Not Topic
606 (1)
Total
General Banking
Segment
Service charges on
deposit accounts
$
44,295 $
— $
44,295 $
43,329 $
— $
43,329 $
42,073 $
— $
42,073
Bank card and other fees
31,010
2,138
33,148
30,387
2,995
33,382
31,474
4,584
36,058
Mortgage banking, net
—
26,626
26,626
—
26,216
26,216
—
28,306
28,306
Wealth management
748
—
748
838
—
838
639
—
639
Other, net
16,906
337
17,243
11,769
(2,076 )
9,693
8,469
805
9,274
Securities gains (losses),
net
—
(182,792 )
(182,792 )
—
39
39
—
—
—
Total noninterest
income (loss)
$
92,959 $ (153,691 ) $
(60,732 ) $
86,323 $
27,174 $
113,497 $
82,655 $
33,695 $
116,350
Wealth Management
Segment
Service charges on
deposit accounts
$
87 $
— $
87 $
87 $
— $
87 $
84 $
— $
84
Bank card and other fees
153
—
153
57
—
57
47
—
47
Wealth management
36,503
—
36,503
34,254
—
34,254
34,374
—
34,374
Other, net
193
377
570
162
376
538
528
39
567
Total noninterest
income
$
36,936 $
377 $
37,313 $
34,560 $
376 $
34,936 $
35,033 $
39 $
35,072
Consolidated
Service charges on
deposit accounts
$
44,382 $
— $
44,382 $
43,416 $
— $
43,416 $
42,157 $
— $
42,157
Bank card and other fees
31,163
2,138
33,301
30,444
2,995
33,439
31,521
4,584
36,105
Mortgage banking, net
—
26,626
26,626
—
26,216
26,216
—
28,306
28,306
Wealth management
37,251
—
37,251
35,092
—
35,092
35,013
—
35,013
Other, net
17,099
714
17,813
11,931
(1,700 )
10,231
8,997
844
9,841
Securities gains (losses),
net
—
(182,792 )
(182,792 )
—
39
39
—
—
—
Total noninterest
income (loss)
$
129,895 $ (153,314 ) $
(23,419 ) $
120,883 $
27,550 $
148,433 $
117,688 $
33,734 $
151,422
(1)
Noninterest income (loss) not in scope for FASB ASC Topic 606 includes customer derivatives revenue and miscellaneous credit card income within
bank card and other fees; mortgage banking, net; amortization of tax credits, accretion of the FDIC indemnification asset, cash surrender value on
various life insurance policies, earnings on Trustmark’s non-qualified deferred compensation plans, other partnership investments and rental income
within other, net; and securities gains (losses), net.
124
Note 14 – Income Taxes
The income tax provision attributable to continuing operations included in the consolidated statements of income was as follows for the periods presented ($ in
thousands):
Years Ended December 31,
2024
2023
2022
Current
Federal
$
(28,470 ) $
26,100 $
12,362
State
(6,563 )
6,392
2,560
Deferred
Federal
19,104
(3,798 )
(13,388 )
State
4,776
(950 )
(3,347 )
Income tax provision
$
(11,153 ) $
27,744 $
(1,813 )
For the periods presented, the income tax provision attributable to continuing operations differs from the amount computed by applying the statutory federal
income tax rate in effect for each respective period to income before income taxes as a result of the following ($ in thousands):
Years Ended December 31,
2024
2023
2022
Income tax computed at statutory tax rate
$
7,152 $
38,018 $
12,412
Tax exempt interest
(5,605 )
(5,521 )
(4,419 )
Nondeductible interest expense
2,153
2,104
271
State income taxes, net
(5,185 )
5,050
2,025
Income tax credits, net
(11,483 )
(11,904 )
(10,071 )
Death benefit gains
(92 )
(80 )
(287 )
Other
1,907
77
(1,744 )
Income tax provision
$
(11,153 ) $
27,744 $
(1,813 )
125
Temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities gave rise to the following net deferred tax
assets at December 31, 2024 and 2023, which are included in other assets on the accompanying consolidated balance sheets ($ in thousands):
December 31,
2024
2023
Deferred tax assets:
Litigation losses
$
—
$
26,647
Other real estate
2,293
1,743
Accumulated credit losses
47,416
43,473
Deferred compensation
19,299
17,893
Finance and operating lease liabilities
10,652
11,426
Realized built-in losses
7,679
8,429
Securities
22,294
68,223
Pension and other postretirement benefit plans
1,574
2,025
Interest on nonaccrual loans
1,173
1,218
LHFS
236
777
Stock-based compensation
3,544
3,196
Derivatives
4,018
2,993
Tax credit carryforward
3,489
—
Other
8,745
10,543
Gross deferred tax asset
132,412
198,586
Deferred tax liabilities:
Goodwill and other identifiable intangibles
13,880
14,297
Premises and equipment
14,218
17,382
Finance and operating lease right-of-use assets
9,492
10,420
MSR
29,206
26,271
Securities
3,789
3,181
Equipment financing
8,803
—
Other
2,874
2,264
Gross deferred tax liability
82,262
73,815
Net deferred tax asset
$
50,150
$
124,771
The following table provides a summary of the changes during the calendar years presented in the amount of unrecognized tax benefits that are included in other
liabilities in the consolidated balance sheet ($ in thousands):
December 31,
2024
2023
2022
Balance at beginning of period
$
2,864
$
2,316
$
2,129
Change due to tax positions taken during the current year
1,497
1,333
653
Change due to tax positions taken during a prior year
(1,076 )
(426 )
(266 )
Change due to the lapse of applicable statute of limitations during the
current year
(407 )
(359 )
(200 )
Balance at end of period
$
2,878
$
2,864
$
2,316
Accrued interest, net of federal benefit
$
415
$
470
$
489
Unrecognized tax benefits that would impact the effective
tax rate, if recognized
$
2,579
$
2,518
$
1,948
Interest and penalties related to unrecognized tax benefits, if any, are recorded in income tax expense. With limited exception, Trustmark is no longer subject to
U.S. federal, state and local audits by tax authorities for 2018 and earlier tax years. Trustmark does not anticipate a significant change to the total amount of
unrecognized tax benefits within the next twelve months.
126
Note 15 – Defined Benefit and Other Postretirement Benefits
Qualified Pension Plan
Trustmark maintains a noncontributory tax-qualified defined benefit pension plan titled the Trustmark Corporation Pension Plan for Certain Employees of
Acquired Financial Institutions (the Continuing Plan) to satisfy commitments made by Trustmark to associates covered through plans obtained in acquisitions.
The following tables present information regarding the benefit obligation, plan assets, funded status, amounts recognized in accumulated other comprehensive
loss, net periodic benefit cost and other statistical disclosures for the Continuing Plan for the periods presented ($ in thousands):
December 31,
2024
2023
Change in benefit obligation:
Benefit obligation, beginning of year
$
5,923
$
6,907
Service cost
40
52
Interest cost
246
292
Actuarial (gain) loss
(214 )
164
Benefits paid
(464 )
(1,492 )
Benefit obligation, end of year
$
5,531 $
5,923
Change in plan assets:
Fair value of plan assets, beginning of year
$
2,403 $
2,907
Actual return on plan assets
233
237
Employer contributions
513
751
Benefit payments
(464 )
(1,492 )
Fair value of plan assets, end of year
$
2,685 $
2,403
Funded status at end of year - net liability
$
(2,846 ) $
(3,520 )
Amounts recognized in accumulated other comprehensive loss:
Net (gain) loss - amount recognized
$
(601 ) $
(262 )
Actuarial (gain) loss included in benefit obligation:
Change in discount rate
$
(344 ) $
124
Change in mortality table
—
(38 )
Other
130
78
Actuarial (gain) loss
$
(214 ) $
164
Years Ended December 31,
2024
2023
2022
Net periodic benefit cost:
Service cost
$
40
$
52
$
115
Interest cost
246
292
192
Expected return on plan assets
(96 )
(107 )
(121 )
Recognized net (gain) loss due to lump sum settlements
(13 )
25
—
Recognized net actuarial loss
—
—
224
Net periodic benefit cost
$
177
$
262
$
410
Other changes in plan assets and benefit obligation recognized in other
comprehensive income (loss), before taxes:
Net loss - Total recognized in other comprehensive income (loss)
$
(339 ) $
9 $
(1,699 )
Total recognized in net periodic benefit cost and other comprehensive
income (loss)
$
(162 ) $
271 $
(1,289 )
Weighted-average assumptions as of end of year:
Discount rate for benefit obligation
5.30 %
4.67 %
4.88 %
Discount rate for net periodic benefit cost
4.67 %
4.88 %
2.41 %
Expected long-term return on plan assets
5.00 %
5.00 %
5.00 %
127
Plan Assets
The weighted-average asset allocations by asset category are presented below for the Continuing Plan at December 31, 2024 and 2023.
December 31,
2024
2023
Money market fund
2.0 %
27.0 %
Exchange traded funds:
Equity securities
33.0 %
36.0 %
Fixed income
59.0 %
28.0 %
International
6.0 %
9.0 %
Total
100.0 %
100.0 %
The strategic objective of the investments of the assets in the Continuing Plan aims to provide both income and potential capital appreciation. The allocation is
managed on a total return basis with the average participant age in mind. It is well suited for moderately conservative investors seeking an ample level of
income while also participating in equity markets. This investment mix is designed to take advantage of rising stock markets while cushioning the effects of
stock market downturns. The portfolio is typically balanced between equity and fixed income. The equity exposure has the potential to earn a return greater
than inflation while the fixed income exposure may reduce the risk and volatility of the portfolio to which the equity mutual funds contribute.
Fair Value Measurements
At this time, Trustmark presents no fair values that are derived through internal modeling. Should positions requiring fair valuation arise that are not relevant to
existing methodologies, Trustmark will make every reasonable effort to obtain market participant assumptions, or independent evaluation.
The following tables set forth by level, within the fair value hierarchy, the Continuing Plan’s assets measured at fair value at December 31, 2024 and 2023 ($ in
thousands):
December 31, 2024
Total
Level 1
Level 2
Level 3
Money market fund
$
55 $
55 $
— $
—
Exchange traded funds:
Equity securities
874
874
—
—
Fixed income
1,600
1,600
—
—
International
156
156
—
—
Total assets at fair value
$
2,685 $
2,685 $
— $
—
December 31, 2023
Total
Level 1
Level 2
Level 3
Money market fund
$
643 $
643 $
— $
—
Exchange traded funds:
Equity securities
861
861
—
—
Fixed income
690
690
—
—
International
209
209
—
—
Total assets at fair value
$
2,403 $
2,403 $
— $
—
There have been no changes in the methodologies used in estimating the fair value of plan assets at December 31, 2024. The money market fund approximates
fair value due to its immediate maturity.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.
Furthermore, although Trustmark believes their valuation methods are appropriate and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Contributions
The range of potential contributions to the Continuing Plan is determined annually by the Continuing Plan’s actuary in accordance with applicable IRS rules and
regulations. Trustmark’s policy is to fund amounts that are sufficient to satisfy the annual minimum funding requirements and do not exceed the maximum that
is deductible for federal income tax purposes. The actual amount of the contribution
128
is determined annually based on the Continuing Plan’s funded status and return on plan assets as of the measurement date, which is December 31. For the plan
year ending December 31, 2024, Trustmark’s minimum required contribution to the Continuing Plan was $127 thousand and Trustmark contributed $290
thousand. For the plan year ending December 31, 2025, Trustmark’s minimum required contribution to the Continuing Plan is expected to be $109 thousand.
Management and the Board of Directors of Trustmark will monitor the Continuing Plan throughout 2025 to determine any additional funding requirements by
the plan’s measurement date.
Estimated Future Benefit Payments and Other Disclosures
The following table presents the expected benefit payments, which reflect expected future service, for the Continuing Plan ($ in thousands):
Year
Amount
2025
$
693
2026
762
2027
961
2028
535
2029
414
2030 - 2034
1,575
Amounts in accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost during 2025 include a gain of
$7 thousand.
Supplemental Retirement Plans
Trustmark maintains a nonqualified supplemental retirement plan covering key executive officers and senior officers as well as directors who have elected to
defer fees. The plan provides for retirement and/or death benefits based on a participant’s covered salary or deferred fees. Although plan benefits may be paid
from Trustmark’s general assets, Trustmark has purchased life insurance contracts on the participants covered under the plan, which may be used to fund future
benefit payments under the plan. The annual measurement date for the plan is December 31. As a result of mergers prior to 2014, Trustmark became the
administrator of nonqualified supplemental retirement plans, for which the plan benefits were frozen prior to the merger date.
129
The following tables present information regarding the benefit obligation, plan assets, funded status, amounts recognized in accumulated other comprehensive
loss, net periodic benefit cost and other statistical disclosures for Trustmark’s nonqualified supplemental retirement plans for the periods presented ($ in
thousands):
December 31,
2024
2023
Change in benefit obligation:
Benefit obligation, beginning of year
$
41,619
$
43,201
Service cost
45
69
Interest cost
1,851
2,013
Actuarial (gain) loss
(1,009 )
763
Benefits paid
(4,344 )
(4,427 )
Benefit obligation, end of year
$
38,162 $
41,619
Change in plan assets:
Fair value of plan assets, beginning of year
$
— $
—
Employer contributions
4,344
4,427
Benefit payments
(4,344 )
(4,427 )
Fair value of plan assets, end of year
$
— $
—
Funded status at end of year - net liability
$
(38,162 ) $
(41,619 )
Amounts recognized in accumulated other comprehensive loss:
Net loss
$
6,880 $
8,235
Prior service cost
15
126
Amounts recognized
$
6,895 $
8,361
Actuarial (gain) loss included in benefit obligation:
Change in discount rate
$
(1,794 ) $
649
Change in mortality table
—
(308 )
Other
785
422
Actuarial (gain) loss
$
(1,009 ) $
763
Years Ended December 31,
2024
2023
2022
Net periodic benefit cost:
Service cost
$
45
$
69
$
71
Interest cost
1,851
2,013
1,278
Amortization of prior service cost
111
111
111
Recognized net actuarial loss
346
284
986
Net periodic benefit cost
$
2,353
$
2,477
$
2,446
Other changes in plan assets and benefit obligation recognized in other
comprehensive income (loss), before taxes:
Net (gain) loss
$
(1,355 )
$
479
$
(10,181 )
Amortization of prior service cost
(111 )
(111 )
(111 )
Total recognized in other comprehensive income (loss)
$
(1,466 )
$
368
$
(10,292 )
Total recognized in net periodic benefit cost and other comprehensive
income (loss)
$
887
$
2,845
$
(7,846 )
Weighted-average assumptions as of end of year:
Discount rate for benefit obligation
5.30 %
4.67 %
4.88 %
Discount rate for net periodic benefit cost
4.67 %
4.88 %
2.41 %
130
Estimated Supplemental Retirement Plan Payments and Other Disclosures
The following table presents the expected benefits payments for Trustmark’s supplemental retirement plans ($ in thousands):
Year
Amount
2025
$
3,885
2026
3,850
2027
3,673
2028
3,550
2029
3,545
2030 - 2034
15,563
Amounts in accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost during 2025 include a loss of
$261 thousand and prior service cost of $15 thousand.
Other Benefit Plans
Defined Contribution Plan
Trustmark provides associates with a self-directed 401(k) retirement plan that allows associates to contribute a percentage of eligible compensation, within
limits provided by the Internal Revenue Code and accompanying regulations, into the plan. Trustmark matches 100% of associate contributions to the plan
based on the amount of each participant’s contributions up to a maximum of 6% of eligible compensation, subject to the IRS maximum eligible compensation.
Associates are automatically enrolled in the plan at 3% of eligible compensation unless they opt out within 60 days of employment. Associates may become
eligible to make elective deferral contributions the first of the month following one month of employment. Eligible associates that elect to participate vest
immediately in Trustmark’s matching contributions, as this is a Safe Harbor 401(k) Plan. Trustmark’s contributions to this plan were $10.7 million in 2024,
$10.8 million in 2023 and $10.2 million in 2022.
Note 16 – Stock and Incentive Compensation Plans
Trustmark has granted restricted stock units subject to the provisions of the Stock and Incentive Compensation Plan (the Stock Plan). Current outstanding and
future grants of restricted stock units are subject to the provisions of the Stock Plan, which is designed to provide flexibility to Trustmark regarding its ability to
motivate, attract and retain the services of key associates and directors. The Stock Plan also allows Trustmark to grant nonqualified stock options, incentive
stock options, stock appreciation rights, restricted stock, restricted stock units and performance units to key associates and directors. At December 31, 2024, the
maximum number of shares of Trustmark’s common stock available for issuance under the Stock Plan was 849,968 shares.
Restricted Stock Grants
Performance Units
Trustmark’s performance units vest over three years and are granted to Trustmark’s executive and senior management teams. Performance units granted vest
based on performance goals of return on average tangible equity and total shareholder return. Performance units are valued utilizing a Monte Carlo simulation
model to estimate fair value of the units at the grant date. The Monte Carlo simulation is performed by an independent valuation consultant and requires the use
of subjective modeling assumptions. These units are recognized using the straight-line method over the requisite service period. These units are granted at
100% of target, yet provide for achievement units if performance measures exceed 100%. The restricted stock agreement for these units provide for dividend
privileges, but no voting rights.
131
The following table summarizes Trustmark’s performance unit activity for the periods presented:
Years Ended December 31,
2024
2023
2022
Weighted-
Weighted-
Weighted-
Average
Average
Average
Grant-Date
Grant-Date
Grant-Date
Shares
Fair Value
Shares
Fair Value
Shares
Fair Value
Nonvested shares, beginning of year
174,214 $
30.81
148,416 $
31.63
140,821 $
31.80
Granted
80,580
26.67
70,666
29.78
60,773
32.64
Adjustment for performance factor
9,348
30.02
—
—
—
—
Released from restriction
(54,973 )
30.02
(39,943 )
31.98
(19,723 )
33.40
Forfeited
(1,124 )
28.32
(4,925 )
31.41
(33,455 )
33.11
Nonvested shares, end of year
208,045 $
29.39
174,214 $
30.81
148,416 $
31.63
Time-based Units
Trustmark’s time-based units granted to Trustmark’s executive and senior management teams vest over three years. Trustmark’s time-based units granted to
members of Trustmark’s Board of Directors vest over one year. Time-based units are valued utilizing the fair value of Trustmark’s stock at the grant date.
These units are recognized on the straight-line method over the requisite service period. The restricted stock agreement for these units provide for dividend
privileges, but no voting rights.
The following table summarizes Trustmark’s time-based unit activity for the periods presented:
Years Ended December 31,
2024
2023
2022
Weighted-
Weighted-
Weighted-
Average
Average
Average
Grant-Date
Grant-Date
Grant-Date
Shares
Fair Value
Shares
Fair Value
Shares
Fair Value
Nonvested shares, beginning of year
358,252 $
30.04
312,978 $
30.99
337,466 $
31.18
Granted
167,646
27.27
145,003
28.59
133,307
31.85
Released from restriction
(140,637 )
28.63
(90,587 )
30.90
(148,905 )
32.16
Forfeited
(12,985 )
28.79
(9,142 )
30.72
(8,890 )
31.62
Nonvested shares, end of year
372,276 $
29.37
358,252 $
30.04
312,978 $
30.99
The following table presents information regarding compensation expense for units under the Stock Plan for the periods presented ($ in thousands):
At December 31, 2024
Recognized Compensation Expense
Unrecognized
Weighted Average
for Years Ended December 31,
Compensation
Life of Unrecognized
2024
2023
2022
Expense
Compensation Expense
Performance awards
$
2,827 $
1,772 $
1,258 $
2,110
1.67
Time-based awards
4,388
4,383
3,625
2,815
1.63
Total
$
7,215 $
6,155 $
4,883 $
4,925
Note 17 – Commitments and Contingencies
Lending Related
Trustmark makes commitments to extend credit and issues standby and commercial letters of credit (letters of credit) in the normal course of business in order to
fulfill the financing needs of its customers. The carrying amount of commitments to extend credit and letters of credit approximates the fair value of such
financial instruments.
Commitments to extend credit are agreements to lend money to customers pursuant to certain specified conditions. Commitments generally have fixed
expiration dates or other termination clauses. Because many of these commitments are expected to expire without being fully drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. The exposure to credit loss in the event of nonperformance by the other party to the
commitments to extend credit is represented by the contract amount of those instruments. Trustmark applies the same credit policies and standards as it does in
the lending process when making these
132
commitments. The collateral obtained is based upon the nature of the transaction and the assessed creditworthiness of the borrower. At December 31, 2024 and
2023, Trustmark had unused commitments to extend credit of $4.575 billion and $4.907 billion, respectively.
Letters of credit are conditional commitments issued by Trustmark to insure the performance of a customer to a third-party. A financial standby letter of credit
irrevocably obligates Trustmark to pay a third-party beneficiary when a customer fails to repay an outstanding loan or debt instrument. A performance standby
letter of credit irrevocably obligates Trustmark to pay a third-party beneficiary when a customer fails to perform some contractual, nonfinancial obligation.
When issuing letters of credit, Trustmark uses the same policies regarding credit risk and collateral, which are followed in the lending process. At December 31,
2024 and 2023, Trustmark’s maximum exposure to credit loss in the event of nonperformance by the other party for letters of credit was $110.4 million and
$125.4 million, respectively. These amounts consist primarily of commitments with maturities of less than three years, which have an immaterial carrying
value. Trustmark holds collateral to support standby letters of credit when deemed necessary. At December 31, 2024 and 2023, the fair value of collateral held
was $27.2 million and $31.4 million, respectively.
ACL on Off-Balance Sheet Credit Exposures
Trustmark maintains a separate ACL on off-balance sheet credit exposures, including unfunded loan commitments and letters of credit, which is included on the
accompanying consolidated balance sheets.
Changes in the ACL on off-balance sheet credit exposures were as follows for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Balance at beginning of period
$
34,057 $
36,838
$
35,623
PCL, off-balance sheet credit exposures
(4,665 )
(2,781 )
1,215
Balance at end of period
$
29,392 $
34,057
$
36,838
Adjustments to the ACL on off-balance sheet credit exposures are recorded to PCL, off-balance sheet credit exposures. The decrease in the ACL on off-balance
sheet credit exposures for the year ended December 31, 2024 primarily reflected a decrease in required reserves as a result of changes in the total reserve rate
coupled with a decrease in unfunded commitments which was partially offset by an increase in required reserves as a result of implementing the Performance
Trend and the External Factor-Credit Quality Review qualitative reserve factors. The decrease in the ACL on off-balance sheet credit exposures for the year
ended December 31, 2023 was primarily due to decreases in unfunded commitments for the construction, land development and other land portfolio and other
construction loan portfolio.
Legal Proceedings
Trustmark and its subsidiaries are parties to lawsuits and other claims that arise in the ordinary course of business. Some of the lawsuits assert claims related to
the lending, collection, servicing, investment, trust and other business activities, and some of the lawsuits allege substantial claims for damages.
In accordance with FASB ASC Subtopic 450-20, “Loss Contingencies,” Trustmark will establish an accrued liability for any litigation matter if and when such
matter presents loss contingencies that are both probable and reasonably estimable. At the present time, Trustmark believes, based on its evaluation and the
advice of legal counsel, that a loss in any currently pending legal proceeding is not probable and a reasonable estimate cannot reasonably be made.
Note 18 – Shareholders’ Equity
Regulatory Capital
Trustmark and TNB are subject to minimum risk-based capital and leverage capital requirements, as described in the section captioned “Capital Adequacy”
included in Part I. Item 1. – Business of this report, which are administered by the federal bank regulatory agencies. These capital requirements, as defined by
federal regulations, involve quantitative and qualitative measures of assets, liabilities and certain off-balance sheet instruments. Trustmark’s and TNB’s
minimum risk-based capital requirements include a capital conservation buffer of 2.5%. Accumulated other comprehensive income (loss), net of tax, is not
included in computing regulatory capital. Trustmark elected the five-year phase-in transition period (through December 31, 2024) related to adopting FASB
ASU 2016-13 for regulatory capital purposes. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements of Trustmark and TNB and limit
Trustmark’s and TNB’s ability to pay dividends. At December 31, 2024, Trustmark and TNB exceeded all applicable minimum capital standards. In addition,
Trustmark and TNB met applicable regulatory guidelines to be considered well-capitalized at December 31,
133
2024. To be categorized in this manner, Trustmark and TNB maintained minimum common equity Tier 1 risk-based capital, Tier 1 risk-based capital, total risk-
based capital and Tier 1 leverage ratios as set forth in the accompanying table, and were not subject to any written agreement, order or capital directive, or
prompt corrective action directive issued by their primary federal regulators to meet and maintain a specific capital level for any capital measures. There are no
significant conditions or events that have occurred since December 31, 2024, which Management believes have affected Trustmark’s or TNB’s present
classification.
The following table provides Trustmark’s and TNB’s actual regulatory capital amounts and ratios under regulatory capital standards in effect at December 31,
2024 and 2023 ($ in thousands):
Actual
Regulatory Capital
Minimum
To Be Well
Amount
Ratio
Requirement
Capitalized
At December 31, 2024:
Common Equity Tier 1 Capital (to Risk Weighted Assets)
Trustmark Corporation
$
1,729,672
11.54 %
7.000 %
n/a
Trustmark National Bank
1,828,044
12.20 %
7.000 %
6.50 %
Tier 1 Capital (to Risk Weighted Assets)
Trustmark Corporation
$
1,789,672
11.94 %
8.500 %
n/a
Trustmark National Bank
1,828,044
12.20 %
8.500 %
8.00 %
Total Capital (to Risk Weighted Assets)
Trustmark Corporation
$
2,094,874
13.97 %
10.500 %
n/a
Trustmark National Bank
2,009,544
13.41 %
10.500 %
10.00 %
Tier 1 Leverage (to Average Assets)
Trustmark Corporation
$
1,789,672
9.99 %
4.00 %
n/a
Trustmark National Bank
1,828,044
10.21 %
4.00 %
5.00 %
At December 31, 2023:
Common Equity Tier 1 Capital (to Risk Weighted Assets)
Trustmark Corporation
$
1,521,665
10.04 %
7.000 %
n/a
Trustmark National Bank
1,602,327
10.58 %
7.000 %
6.50 %
Tier 1 Capital (to Risk Weighted Assets)
Trustmark Corporation
$
1,581,665
10.44 %
8.500 %
n/a
Trustmark National Bank
1,602,327
10.58 %
8.500 %
8.00 %
Total Capital (to Risk Weighted Assets)
Trustmark Corporation
$
1,862,246
12.29 %
10.500 %
n/a
Trustmark National Bank
1,759,426
11.61 %
10.500 %
10.00 %
Tier 1 Leverage (to Average Assets)
Trustmark Corporation
$
1,581,665
8.62 %
4.00 %
n/a
Trustmark National Bank
1,602,327
8.75 %
4.00 %
5.00 %
134
Dividends on Common Stock
Dividends paid by Trustmark are substantially funded from dividends received from TNB. Approval by TNB’s regulators is required if the total of all dividends
declared in any calendar year exceeds the total of its net income for that year combined with its retained net income of the preceding two years. In 2025, TNB
will have available approximately $255.3 million plus its net income for that year to pay as dividends.
Stock Repurchase Program
On December 7, 2021, Trustmark’s Board of Directors authorized a stock repurchase program effective January 1, 2022, under which $100.0 million of
Trustmark’s outstanding shares could be acquired through December 31, 2022. Under this authority, Trustmark repurchased approximately 789 thousand shares
of its common stock valued at $24.6 million during the twelve months ended December 31, 2022.
On December 6, 2022, Trustmark’s Board of Directors authorized a stock repurchase program effective January 1, 2023, under which $50.0 million of
Trustmark’s outstanding shares could be acquired through December 31, 2023. No shares were repurchased under this stock repurchase program.
On December 5, 2023, Trustmark’s Board of Directors authorized a stock repurchase program effective January 1, 2024, under which $50.0 million of
Trustmark’s outstanding shares could be acquired through December 31, 2024. Under this authority, Trustmark repurchased approximately 203 thousand shares
of its common stock valued at $7.5 million during the twelve months ended December 31, 2024.
On December 3, 2024, Trustmark’s Board of Directors authorized a stock repurchase program effective January 1, 2025, under which $100.0 million of
Trustmark’s outstanding shares may be acquired through December 31, 2025. The repurchase program, which is subject to market conditions and management
discretion, will be implemented through open market repurchases or privately negotiated transactions. Under this authority, Trustmark repurchased
approximately 243 thousand shares of its common stock valued at $8.5 million during January 2025.
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)
The following tables present the net change in the components of accumulated other comprehensive income (loss) and the related tax effects allocated to each
component for the years ended December 31, 2024, 2023 and 2022 ($ in thousands). The amortization of prior service cost, recognized net loss due to lump
sum settlements and change in net actuarial loss are included in the computation of net periodic benefit cost (see Note 15 – Defined Benefit and Other
Postretirement Benefits for additional details). Reclassification adjustments related to pension and other postretirement benefit plans are included in salaries and
employee benefits and other expense in the accompanying consolidated statements of income. Reclassification adjustments related to the cash flow hedge
derivatives are included in interest and fees on LHFS and LHFI in the accompanying consolidated statements of income.
135
Before Tax
Tax (Expense)
Net of Tax
Amount
Benefit
Amount
Year Ended December 31, 2024
Securities available for sale and transferred securities:
Net unrealized holding gains (losses) arising during the period
$
(13,666 ) $
3,417 $
(10,249 )
Reclassification adjustment for net (gains) losses realized in net income
182,792
(45,698 )
137,094
Change in net unrealized holding loss on securities transferred to held to maturity
14,587
(3,647 )
10,940
Total securities available for sale and transferred securities
183,713
(45,928 )
137,785
Pension and other postretirement benefit plans:
Change in the actuarial loss of pension and other postretirement
benefit plans
1,460
(365 )
1,095
Reclassification adjustments for changes realized in net income:
Net change in prior service costs
111
(28 )
83
Recognized net loss due to lump sum settlements
(13 )
3
(10 )
Change in net actuarial loss
248
(62 )
186
Total pension and other postretirement benefit plans
1,806
(452 )
1,354
Cash flow hedge derivatives:
Change in accumulated gain (loss) on effective cash flow hedge derivatives
(22,232 )
5,558
(16,674 )
Reclassification adjustment for (gain) loss realized in net income
18,132
(4,533 )
13,599
Total cash flow hedge derivatives
(4,100 )
1,025
(3,075 )
Total other comprehensive income (loss)
$
181,419 $
(45,355 ) $
136,064
Year Ended December 31, 2023
Securities available for sale and transferred securities:
Net unrealized holding gains (losses) arising during the period
$
50,537 $
(12,404 ) $
38,133
Reclassification adjustment for net (gains) losses realized in net income
(39 )
10
(29 )
Change in net unrealized holding loss on securities transferred to held to maturity
15,557
(3,889 )
11,668
Total securities available for sale and transferred securities
66,055
(16,283 )
49,772
Pension and other postretirement benefit plans:
Change in the actuarial loss of pension and other postretirement
benefit plans
(691 )
173
(518 )
Reclassification adjustments for changes realized in net income:
Net change in prior service costs
111
(28 )
83
Recognized net loss due to lump sum settlements
25
(6 )
19
Change in net actuarial loss
177
(44 )
133
Total pension and other postretirement benefit plans
(378 )
95
(283 )
Cash flow hedge derivatives:
Change in accumulated gain (loss) on effective cash flow hedge derivatives
(8,131 )
2,033
(6,098 )
Reclassification adjustment for (gain) loss realized in net income
16,385
(4,096 )
12,289
Total cash flow hedge derivatives
8,254
(2,063 )
6,191
Total other comprehensive income (loss)
$
73,931 $
(18,251 ) $
55,680
Year Ended December 31, 2022
Securities available for sale and transferred securities:
Net unrealized holding gains (losses) arising during the period
$
(229,524 ) $
57,381 $
(172,143 )
Change in net unrealized holding loss on securities transferred to held to maturity
(86,033 )
21,508
(64,525 )
Total securities available for sale and transferred securities
(315,557 )
78,889
(236,668 )
Pension and other postretirement benefit plans:
Change in the actuarial loss of pension and other postretirement
benefit plans
10,792
(2,698 )
8,094
Reclassification adjustments for changes realized in net income:
Net change in prior service costs
111
(28 )
83
Change in net actuarial loss
1,089
(272 )
817
Total pension and other postretirement benefit plans
11,992
(2,998 )
8,994
Cash flow hedge derivatives:
Change in accumulated gain (loss) on effective cash flow hedge derivatives
(20,685 )
5,171
(15,514 )
Reclassification adjustment for (gain) loss realized in net income
460
(115 )
345
Total cash flow hedge derivatives
(20,225 )
5,056
(15,169 )
Total other comprehensive income (loss)
$
(323,790 ) $
80,947 $
(242,843 )
136
The following table presents the changes in the balances of each component of accumulated other comprehensive income (loss) for the periods presented ($ in
thousands). All amounts are presented net of tax.
Securities
Available for Sale
and Transferred
Securities
Defined
Benefit
Pension Items
Cash Flow Hedge
Derivative
Total
Balance, January 1, 2022
$
(17,774 ) $
(14,786 ) $
— $
(32,560 )
Other comprehensive income (loss) before
reclassification
(236,668 )
8,094
(15,514 )
(244,088 )
Amounts reclassified from accumulated other
comprehensive income (loss)
—
900
345
1,245
Net other comprehensive income (loss)
(236,668 )
8,994
(15,169 )
(242,843 )
Balance, December 31, 2022
(254,442 )
(5,792 )
(15,169 )
(275,403 )
Other comprehensive income (loss) before
reclassification
49,801
(518 )
(6,098 )
43,185
Amounts reclassified from accumulated other
comprehensive income (loss)
(29 )
235
12,289
12,495
Net other comprehensive income (loss)
49,772
(283 )
6,191
55,680
Balance, December 31, 2023
(204,670 )
(6,075 )
(8,978 )
(219,723 )
Other comprehensive income (loss) before reclassification
691
1,095
(16,674 )
(14,888 )
Amounts reclassified from accumulated other
comprehensive income (loss)
137,094
259
13,599
150,952
Net other comprehensive income (loss)
137,785
1,354
(3,075 )
136,064
Balance, December 31, 2024
$
(66,885 ) $
(4,721 ) $
(12,053 ) $
(83,659 )
Note 19 – Fair Value
Financial Instruments Measured at Fair Value
The methodologies Trustmark uses in determining the fair values are based primarily on the use of independent, market-based data to reflect a value that would
be reasonably expected upon exchange of the position in an orderly transaction between market participants at the measurement date. The predominant portion
of assets that are stated at fair value are of a nature that can be valued using prices or inputs that are readily observable through a variety of independent data
providers. The providers selected by Trustmark for fair valuation data are widely recognized and accepted vendors whose evaluations support the pricing
functions of financial institutions, investment and mutual funds, and portfolio managers. Trustmark has documented and evaluated the pricing methodologies
used by the vendors and maintains internal processes that regularly test valuations for anomalies.
Trustmark utilizes an independent pricing service to advise it on the carrying value of the securities available for sale portfolio. As part of Trustmark’s
procedures, the price provided from the service is evaluated for reasonableness given market changes. When a questionable price exists, Trustmark investigates
further to determine if the price is valid. If needed, other market participants may be utilized to determine the correct fair value. Trustmark has also reviewed
and confirmed its determinations in thorough discussions with the pricing source regarding their methods of price discovery.
Mortgage loan commitments are valued based on the securities prices of similar collateral, term, rate and delivery for which the loan is eligible to deliver in
place of the particular security. Trustmark acquires a broad array of mortgage security prices that are supplied by a market data vendor, which in turn
accumulates prices from a broad list of securities dealers. Prices are processed through a mortgage pipeline management system that accumulates and
segregates all loan commitment and forward-sale transactions according to the similarity of various characteristics (maturity, term, rate, and collateral). Prices
are matched to those positions that are deemed to be an eligible substitute or offset (i.e., “deliverable”) for a corresponding security observed in the marketplace.
Trustmark estimates fair value of the MSR through the use of prevailing market participant assumptions and market participant valuation processes. This
valuation is periodically tested and validated against other third-party firm valuations.
Trustmark obtains the fair value of interest rate swaps from a third-party pricing service that uses an industry standard discounted cash flow methodology. In
addition, credit valuation adjustments are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its interest
rate swap contracts for the effect of nonperformance risk, Trustmark has considered any applicable credit enhancements such as collateral postings, thresholds,
mutual puts, and guarantees. In conjunction with the FASB’s
137
fair value measurement guidance, Trustmark made an accounting policy election to measure the credit risk of these derivative financial instruments, which are
subject to master netting agreements, on a net basis by counterparty portfolio.
Trustmark has determined that the majority of the inputs used to value its interest rate swaps offered to qualified commercial borrowers fall within Level 2 of the
fair value hierarchy, while the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads.
Trustmark has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate swaps and has determined
that the credit valuation adjustment is not significant to the overall valuation of these derivatives. As a result, Trustmark classifies its interest rate swap
valuations in Level 2 of the fair value hierarchy.
Trustmark also utilizes exchange-traded derivative instruments such as Treasury note futures contracts and option contracts to achieve a fair value return that
offsets the changes in fair value of the MSR attributable to interest rates. Fair values of these derivative instruments are determined from quoted prices in active
markets for identical assets therefore allowing them to be classified within Level 1 of the fair value hierarchy. In addition, Trustmark utilizes derivative
instruments such as interest rate lock commitments in its mortgage banking area which lack observable inputs for valuation purposes resulting in their inclusion
in Level 3 of the fair value hierarchy.
At this time, Trustmark presents no fair values that are derived through internal modeling. Should positions requiring fair valuation arise that are not relevant to
existing methodologies, Trustmark will make every reasonable effort to obtain market participant assumptions, or independent evaluation.
Financial Assets and Liabilities
The following tables summarize financial assets and financial liabilities measured at fair value on a recurring basis at December 31, 2024 and 2023, segregated
by the level of valuation inputs within the fair value hierarchy utilized to measure fair value ($ in thousands). There were no transfers between fair value levels
for the years ended December 31, 2024 and 2023.
December 31, 2024
Total
Level 1
Level 2
Level 3
U.S. Treasury securities
$
202,669 $
202,669 $
— $
—
U.S. Government agency obligations
38,807
—
38,807
—
Mortgage-backed securities
1,451,058
—
1,451,058
—
Securities available for sale
1,692,534
202,669
1,489,865
—
LHFS
200,307
—
200,307
—
MSR
139,317
—
—
139,317
Other assets - derivatives
15,397
18
15,150
229
Other liabilities - derivatives
41,355
2,183
39,172
—
December 31, 2023
Total
Level 1
Level 2
Level 3
U.S. Treasury securities
$
372,368 $
372,368 $
— $
—
U.S. Government agency obligations
5,792
—
5,792
—
Obligations of states and political subdivisions
—
—
—
—
Mortgage-backed securities
1,384,718
—
1,384,718
—
Securities available for sale
1,762,878
372,368
1,390,510
—
LHFS
184,812
—
184,812
—
MSR
131,870
—
—
131,870
Other assets - derivatives
23,316
7,685
14,786
845
Other liabilities - derivatives
35,600
21
35,579
—
138
The changes in Level 3 assets measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023 are summarized as follows ($ in
thousands):
MSR
Other Assets -
Derivatives
Balance, January 1, 2024
$
131,870 $
845
Total net (loss) gain included in Mortgage banking, net (1)
(5,844 )
2,229
Additions
13,291
—
Sales
—
(2,845 )
Balance, December 31, 2024
$
139,317 $
229
The amount of total gains (losses) for the period included in earnings that are
attributable to the change in unrealized gains or losses still held at
December 31, 2024
$
5,801 $
1,681
Balance, January 1, 2023
$
129,677 $
157
Total net (loss) gain included in Mortgage banking, net (1)
(11,519 )
2,470
Additions
13,712
—
Sales
—
(1,782 )
Balance, December 31, 2023
$
131,870 $
845
The amount of total gains (losses) for the period included in earnings that are
attributable to the change in unrealized gains or losses still held at
December 31, 2023
$
(1,489 ) $
1,103
(1)
Total net (loss) gain included in Mortgage banking, net relating to the MSR includes changes in fair value due to market changes and due to run-off.
Trustmark may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. Assets at December
31, 2024, which have been measured at fair value on a nonrecurring basis, include collateral-dependent LHFI. A loan is collateral dependent when the borrower
is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the sale of the collateral. The expected credit loss
for collateral-dependent loans is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, adjusted for the
estimated cost to sell. Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or as is value of
the collateral, normally from recently received and reviewed appraisals. Current appraisals are ordered on an annual basis based on the inspection date or more
often if market conditions necessitate. Appraisals are obtained from state-certified appraisers and are based on certain assumptions, which may include
construction or development status and the highest and best use of the property. These appraisals are reviewed by Trustmark’s Appraisal Review Department to
ensure they are acceptable, and values are adjusted down for costs associated with asset disposal. At December 31, 2024, Trustmark had outstanding balances
of $37.1 million with a related ACL of $13.7 million in collateral-dependent LHFI, compared to outstanding balances of $49.1 million with a related ACL of
$12.4 million in collateral-dependent LHFI at December 31, 2023. The collateral-dependent LHFI are classified as Level 3 in the fair value hierarchy.
Nonfinancial Assets and Liabilities
Certain nonfinancial assets measured at fair value on a nonrecurring basis include foreclosed assets (upon initial recognition or subsequent impairment),
nonfinancial assets and nonfinancial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other
nonfinancial long-lived assets measured at fair value for impairment assessment.
Other real estate includes assets that have been acquired in satisfaction of debt through foreclosure and is recorded at the fair value less cost to sell (estimated
fair value) at the time of foreclosure. Fair value is based on independent appraisals and other relevant factors. In the determination of fair value subsequent to
foreclosure, Management also considers other factors or recent developments, such as changes in market conditions from the time of valuation and anticipated
sales values considering plans for disposition, which could result in an adjustment to lower the collateral value estimates indicated in the appraisals. Periodic
revaluations are classified as Level 3 in the fair value hierarchy since assumptions are used that may not be observable in the market.
Foreclosed assets of $5.5 million were re-measured during 2024, requiring write-downs of $2.2 million to reach their current fair values compared to $898
thousand of foreclosed assets that were re-measured during 2023, requiring write-downs of $243 thousand.
139
Fair Value of Financial Instruments
FASB ASC Topic 825 requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that
are not measured and reported at fair value on a recurring basis or non-recurring basis.
The carrying amounts and estimated fair values of financial instruments at December 31, 2024 and 2023 were as follows ($ in thousands):
December 31, 2024
December 31, 2023
Carrying
Value
Estimated
Fair Value
Carrying
Value
Estimated
Fair Value
Financial Assets:
Level 2 Inputs:
Cash and short-term investments
$
567,251 $
567,251 $
975,343 $
975,343
Securities held to maturity
1,335,385
1,259,107
1,426,279
1,355,504
Level 3 Inputs:
Net LHFI
12,929,672
12,886,168
12,811,157
12,762,505
Financial Liabilities:
Level 2 Inputs:
Deposits
15,108,175
15,098,854
15,569,763
15,553,417
Federal funds purchased and securities sold under
repurchase agreements
324,008
324,008
405,745
405,745
Other borrowings
301,541
301,541
483,230
483,226
Subordinated notes
123,702
120,625
123,482
108,125
Junior subordinated debt securities
61,856
49,794
61,856
46,856
Fair Value Option
Trustmark has elected to account for its LHFS under the fair value option, with interest income on these LHFS reported in interest and fees on LHFS and LHFI.
The fair value of the LHFS is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan. The LHFS are actively managed
and monitored and certain market risks of the loans may be mitigated through the use of derivatives. These derivative instruments are carried at fair value with
changes in fair value recorded as noninterest income in mortgage banking, net. The changes in the fair value of the LHFS are largely offset by changes in the
fair value of the derivative instruments. For the year ended December 31, 2024, a net loss of $2.1 million was recorded as noninterest income in mortgage
banking, net for changes in the fair value of the LHFS accounted for under the fair value option compared to net gain of $2.2 million and a net loss of $3.3
million, respectively, for the years ended December 31, 2023 and 2022. Interest and fees on LHFS and LHFI for the year ended December 31, 2024 included
$8.6 million of interest earned on the LHFS accounted for under the fair value option compared to $7.8 million and $6.8 million for the years ended December
31, 2023 and 2022, respectively. Election of the fair value option allows Trustmark to reduce the accounting volatility that would otherwise result from the
asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value. The fair value option election
does not apply to the GNMA optional repurchase loans which do not meet the requirements under FASB ASC Topic 825 to be accounted for under the fair
value option. GNMA optional repurchase loans totaled $97.6 million and $78.8 million at December 31, 2024 and 2023, respectively, and are included in LHFS
on the accompanying consolidated balance sheets.
The following table provides information about the fair value and the contractual principal outstanding of the LHFS accounted for under the fair value option at
December 31, 2024 and 2023 ($ in thousands):
December 31,
2024
2023
Fair value of LHFS
$
102,676 $
105,974
LHFS contractual principal outstanding
105,322
102,994
Fair value less unpaid principal
$
(2,646 ) $
2,980
Note 20 – Derivative Financial Instruments
Derivatives Designated as Hedging Instruments
Trustmark engages in a cash flow hedging program to add stability to interest income and to manage its exposure to interest rate movements. Interest rate swaps
designated as cash flow hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for Trustmark making variable-rate payments over the
life of the agreements without exchange of the underlying notional
140
amount. Interest rate floor spreads designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates fall below the purchased floor
strike rate on the contract and payments of variable-rate amounts if interest rates fall below the sold floor strike rate on the contract. Trustmark uses such
derivatives to hedge the variable cash flows associated with existing and anticipated variable-rate loan assets. At December 31, 2024, the aggregate notional
value of Trustmark's interest rate swaps and floor spreads designated as cash flow hedges totaled $1.500 billion compared to $1.125 billion at December 31,
2023.
Trustmark records any gains or losses on these cash flow hedges in accumulated other comprehensive income (loss). Gains and losses on derivatives
representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as
documented at hedge inception in accordance with Trustmark’s accounting policy election. The earnings recognition of excluded components included in
interest and fees on LHFS and LHFI totaled $474 thousand and $57 thousand of amortization expense for the years ended December 31, 2024 and 2023,
respectively. As interest payments are received on Trustmark's variable-rate assets, amounts reported in accumulated other comprehensive income (loss) are
reclassified into interest and fees on LHFS and LHFI in the accompanying consolidated statements of income during the same period. During the next twelve
months, Trustmark estimates that $8.1 million will be reclassified as a reduction to interest and fees on LHFS and LHFI. This amount could differ due to
changes in interest rates, hedge de-designations or the addition of other hedges.
Derivatives not Designated as Hedging Instruments
Trustmark utilizes a portfolio of exchange-traded derivative instruments, such as Treasury note futures contracts and option contracts, to achieve a fair value
return that economically hedges changes in the fair value of the MSR attributable to interest rates. These transactions are considered freestanding derivatives
that do not otherwise qualify for hedge accounting. The total notional amount of these derivative instruments was $311.5 million at December 31, 2024
compared to $285.0 million at December 31, 2023. Changes in the fair value of these exchange-traded derivative instruments are recorded as noninterest
income in mortgage banking, net and are offset by changes in the fair value of the MSR. The impact of this strategy resulted in a net negative ineffectiveness of
$9.2 million, $6.3 million and $4.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
As part of Trustmark’s risk management strategy in the mortgage banking area, derivative instruments such as forward sales contracts are utilized. Trustmark’s
obligations under forward sales contracts consist of commitments to deliver mortgage loans, originated and/or purchased, in the secondary market at a future
date. Changes in the fair value of these derivative instruments are recorded as noninterest income in mortgage banking, net and are offset by changes in the fair
value of LHFS. Trustmark’s off-balance sheet obligations under these derivative instruments totaled $110.0 million at December 31, 2024, with a positive
valuation adjustment of $679 thousand, compared to $109.5 million at December 31, 2023, with a negative valuation adjustment of $994 thousand.
Trustmark also utilizes derivative instruments such as interest rate lock commitments in its mortgage banking area. Interest rate lock commitments are
residential mortgage loan commitments with customers, which guarantee a specified interest rate for a specified time period. Changes in the fair value of these
derivative instruments are recorded as noninterest income in mortgage banking, net and are offset by the changes in the fair value of forward sales contracts.
Trustmark’s off-balance sheet obligations under these derivative instruments totaled $52.1 million at December 31, 2024, with a positive valuation adjustment
of $229 thousand, compared to $61.9 million at December 31, 2023, with a positive valuation adjustment of $845 thousand.
Trustmark offers certain derivatives products directly to qualified commercial lending clients seeking to manage their interest rate risk. Trustmark economically
hedges interest rate swap transactions executed with commercial lending clients by entering into offsetting interest rate swap transactions with institutional
derivatives market participants. Derivatives transactions executed as part of this program are not designated as qualifying hedging relationships and are,
therefore, carried at fair value with the change in fair value recorded as noninterest income in bank card and other fees. Because these derivatives have mirror-
image contractual terms, in addition to collateral provisions which mitigate the impact of non-performance risk, the changes in fair value are expected to
substantially offset. The offsetting interest rate swap transactions are either cleared through the Chicago Mercantile Exchange for clearable transactions or
booked directly with institutional derivatives market participants for non-clearable transactions. The Chicago Mercantile Exchange rules legally characterize
variation margin collateral payments made or received for centrally cleared interest rate swaps as settlements rather than collateral. As a result, centrally cleared
interest rate swaps included in other assets and other liabilities are presented on a net basis in the accompanying consolidated balance sheets. At December 31,
2024, Trustmark had interest rate swaps with an aggregate notional amount of $1.819 billion related to this program, compared to $1.500 billion at December
31, 2023.
Credit-risk-related Contingent Features
Trustmark has agreements with its financial institution counterparties that contain provisions where if Trustmark defaults on any of its indebtedness, including
default where repayment of the indebtedness has not been accelerated by the lender, then Trustmark could also be declared in default on its derivatives
obligations.
141
At December 31, 2024, the termination value of interest rate swaps in a liability position, which includes accrued interest but excludes any adjustment for
nonperformance risk, related to these agreements was $568 thousand compared to $1.4 million at December 31, 2023. At December 31, 2024 and 2023,
Trustmark had posted collateral of $1.5 million and $2.0 million, respectively, against its obligations because of negotiated thresholds and minimum transfer
amounts under these agreements. If Trustmark had breached any of these triggering provisions at December 31, 2024, it could have been required to settle its
obligations under the agreements at the termination value.
Credit risk participation agreements arise when Trustmark contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated
with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third-party default on the underlying swap. At
December 31, 2024, Trustmark had entered into eleven risk participation agreements as a beneficiary with an aggregate notional amount of $83.9 million
compared to six risk participation agreements as a beneficiary with an aggregate notional amount of $40.1 million at December 31, 2023. At December 31,
2024, Trustmark had entered into twenty-eight risk participation agreements as a guarantor with aggregate notional amounts of $229.1 million compared to
thirty-five risk participation agreements as a guarantor with aggregate notional amounts of $304.7 million at December 31, 2023. The aggregate fair values of
these risk participation agreements were immaterial at December 31, 2024 and 2023.
Tabular Disclosures
The following tables disclose the fair value of derivative instruments in Trustmark’s consolidated balance sheets at December 31, 2024 and 2023 as well as the
effect of these derivative instruments on Trustmark’s results of operations for the periods presented ($ in thousands):
December 31,
2024
2023
Derivatives in hedging relationships
Interest rate contracts:
Interest rate swaps included in other assets (1)
$
74 $
1,182
Interest rate floors included in other assets
1,582
1,689
Interest rate swaps included in other liabilities (1)
5,958
267
Derivatives not designated as hedging instruments
Interest rate contracts:
Exchange traded purchased options included in other assets
$
18 $
180
OTC written options (rate locks) included in other assets
229
845
Futures contracts included in other assets
—
7,505
Interest rate swaps included in other assets (1)
13,478
11,910
Credit risk participation agreements included in other assets
16
5
Futures contracts included in other liabilities
1,972
—
Forward contracts included in other liabilities
(679 )
994
Exchange traded written options included in other liabilities
211
21
Interest rate swaps included in other liabilities (1)
33,817
34,255
Credit risk participation agreements included in other liabilities
76
63
(1)
In accordance with GAAP, the variation margin collateral payments made or received for interest rate swaps that are centrally cleared are legally
characterized as settled. As a result, the centrally cleared interest rate swaps included in other assets and other liabilities are presented on a net basis
in the accompanying consolidated balance sheets.
Years Ended December 31,
2024
2023
2022
Derivatives in hedging relationships
Amount of gain (loss) reclassified from accumulated other
comprehensive income (loss) and recognized in interest
and fees on LHFS & LHFI
$
(18,132 ) $
(16,385 ) $
(460 )
Derivatives not designated as hedging instruments
Amount of gain (loss) recognized in mortgage banking, net
$
(13,965 ) $
(5,281 ) $
(43,764 )
Amount of gain (loss) recognized in bank card and other fees
135
271
403
142
The following table discloses the amount included in other comprehensive income (loss), net of tax, for derivative instruments designated as cash flow hedges
for the periods presented ($ in thousands):
Years Ended December 31,
2024
2023
2022
Derivatives in cash flow hedging relationship
Amount of gain (loss) recognized in other comprehensive
income (loss), net of tax
$
(16,674 ) $
(6,098 ) $
(15,514 )
Information about financial instruments that are eligible for offset in the consolidated balance sheets at December 31, 2024 and 2023 is presented in the
following tables ($ in thousands):
Offsetting of Derivative Assets
As of December 31, 2024
Gross Amounts Not Offset in the
Statement of Financial Position
Gross
Amounts of
Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Position
Net Amounts of
Assets presented
in the Statement of
Financial Position
Financial
Instruments
Cash Collateral
Received
Net Amount
Derivatives
$
15,134 $
— $
15,134 $
(7,956 ) $
(2,000 ) $
5,178
Offsetting of Derivative Liabilities
As of December 31, 2024
Gross Amounts Not Offset in the
Statement of Financial Position
Gross
Amounts of
Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Position
Net Amounts of
Liabilities presented
in the Statement of
Financial Position
Financial
Instruments
Cash Collateral
Posted
Net Amount
Derivatives
$
39,775 $
— $
39,775 $
(7,956 ) $
(1,460 ) $
30,359
Offsetting of Derivative Assets
As of December 31, 2023
Gross Amounts Not Offset in the
Statement of Financial Position
Gross
Amounts of
Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Position
Net Amounts of
Assets presented
in the Statement of
Financial Position
Financial
Instruments
Cash Collateral
Received
Net Amount
Derivatives
$
14,781 $
— $
14,781 $
(4,339 ) $
— $
10,442
Offsetting of Derivative Liabilities
As of December 31, 2023
Gross Amounts Not Offset in the
Statement of Financial Position
Gross
Amounts of
Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Position
Net Amounts of
Liabilities presented
in the Statement of
Financial Position
Financial
Instruments
Cash Collateral
Posted
Net Amount
Derivatives
$
34,522 $
— $
34,522 $
(4,339 ) $
(2,040 ) $
28,143
Note 21 – Segment Information
Trustmark’s management reporting structure includes two segments: General Banking and Wealth Management. The General Banking Segment is responsible
for all traditional banking products and services, including loans and deposits. The General Banking Segment also consists of internal operations such as
Human Resources, Executive Administration, Treasury (Funds Management), Public Affairs and Corporate Finance. The Wealth Management Segment
provides customized solutions for customers by integrating financial services with traditional banking products and services such as money management, full-
service brokerage, financial planning, personal and institutional trust and retirement services. Trustmark's reportable segments are determined by the Chief
Executive Officer (CEO), who is the designated chief operating decision maker (CODM), based upon information provided about Trustmark's products and
services offered. The reportable segments are also distinguished by the level of information provided to the CEO, who uses such information to review
performance of various lines of business, which are then aggregated if operating performance, products and services and customers are similar. The CEO
evaluates the financial performance of Trustmark's lines of business, such as evaluating revenue
143
streams, significant expenses and budget to actual results, in assessing the performance of Trustmark's reportable segments and in the determination of
allocating resources.
The Insurance Segment is included in discontinued operations for all periods presented in the accompanying consolidated balance sheets and the consolidated
statements of income. See Note 2 - Discontinued Operations for additional information about discontinued operations.
The accounting policies of each reportable segment are the same as those of Trustmark except for its internal allocations. Noninterest expenses for back-office
operations support are allocated to segments based on estimated uses of those services. Trustmark measures the net interest income of its business segments
with a process that assigns cost of funds or earnings credit on a matched-term basis. This process, called “funds transfer pricing”, charges an appropriate cost of
funds to assets held by a business unit, or credits the business unit for potential earnings for carrying liabilities. The net of these charges and credits flows
through to the General Banking Segment, which contains the management team responsible for determining TNB’s funding and interest rate risk strategies.
The following tables disclose financial information by reportable segment for the periods presented ($ in thousands):
Year Ended December 31, 2024
General Banking
Wealth Management
Consolidated
Interest income
$
949,600
$
10,730
$
960,330
Interest expense
373,369
2,540
375,909
Funds transfer pricing, net
2,231
(2,231 )
—
Net interest income
578,462
5,959
584,421
PCL
41,101
154
41,255
Net interest income after PCL
537,361
5,805
543,166
Service charges on deposit accounts
44,295
87
44,382
Bank card and other fees
33,148
153
33,301
Mortgage banking, net
26,626
—
26,626
Wealth management
748
36,503
37,251
Other, net
17,620
193
17,813
Securities gains (losses), net
(182,792 )
—
(182,792 )
Internal allocations
(377 )
377
—
Noninterest income (loss)
(60,732 )
37,313
(23,419 )
Salaries and employee benefits
243,930
22,309
266,239
Services and fees
98,833
2,757
101,590
Other segment expenses (1)
116,080
1,781
117,861
Internal allocations
(5,897 )
5,897
—
Noninterest expense
452,946
32,744
485,690
Income from continuing operations before income taxes
23,683
10,374
34,057
Income taxes from continuing operations
(13,726 )
2,573
(11,153 )
Consolidated income from continuing operations
$
37,409
$
7,801
$
45,210
Selected Financial Information
Total assets from continuing operations
$
17,938,268
$
214,154
$
18,152,422
Depreciation and amortization from continuing operations
$
37,599
$
250
$
37,849
(1) Other segment expenses for the General Banking Segment include net occupancy-premises, equipment expense, litigation settlement expense, FDIC
assessment expense, other real estate expense, net, loan expense and other miscellaneous expense. Other segment expenses for the Wealth Management
Segment include net occupancy-premises, equipment expense, FDIC assessment expense, loan expense and other miscellaneous expense.
144
Year Ended December 31, 2023
General Banking
Wealth Management
Consolidated
Interest income
$
869,143
$
9,689
$
878,832
Interest expense
324,470
1,484
325,954
Funds transfer pricing, net
2,326
(2,326 )
—
Net interest income
546,999
5,879
552,878
PCL
26,716
(2,135 )
24,581
Net interest income after PCL
520,283
8,014
528,297
Service charges on deposit accounts
43,329
87
43,416
Bank card and other fees
33,382
57
33,439
Mortgage banking, net
26,216
—
26,216
Wealth management
838
34,254
35,092
Other, net
10,069
162
10,231
Securities gains (losses), net
39
—
39
Internal allocations
(376 )
376
—
Noninterest income (loss)
113,497
34,936
148,433
Salaries and employee benefits
247,014
21,256
268,270
Services and fees
104,432
3,373
107,805
Other segment expenses (1)
117,757
1,864
119,621
Internal allocations
(5,846 )
5,846
—
Noninterest expense
463,357
32,339
495,696
Income from continuing operations before income taxes
170,423
10,611
181,034
Income taxes from continuing operations
25,091
2,653
27,744
Consolidated income from continuing operations
$
145,332
$
7,958
$
153,290
Selected Financial Information
Total assets from continuing operations
$
18,469,213
$
185,342
$
18,654,555
Depreciation and amortization from continuing operations
$
34,924
$
261
$
35,185
(1) Other segment expenses for the General Banking Segment include net occupancy-premises, equipment expense, litigation settlement expense, FDIC
assessment expense, other real estate expense, net, loan expense and other miscellaneous expense. Other segment expenses for the Wealth Management
Segment include net occupancy-premises, equipment expense, FDIC assessment expense, loan expense and other miscellaneous expense.
145
Year Ended December 31, 2022
General Banking
Wealth Management
Consolidated
Interest income
$
534,531
$
7,302
$
541,833
Interest expense
47,044
81
47,125
Funds transfer pricing, net
1,900
(1,900 )
—
Net interest income
489,387
5,321
494,708
PCL
22,913
(21 )
22,892
Net interest income after PCL
466,474
5,342
471,816
Service charges on deposit accounts
42,073
84
42,157
Bank card and other fees
36,058
47
36,105
Mortgage banking, net
28,306
—
28,306
Wealth management
639
34,374
35,013
Other, net
9,313
528
9,841
Securities gains (losses), net
—
—
—
Internal allocations
(39 )
39
—
Noninterest income (loss)
116,350
35,072
151,422
Salaries and employee benefits
232,720
21,527
254,247
Services and fees
100,397
3,496
103,893
Other segment expenses (1)
204,097
1,896
205,993
Internal allocations
(5,954 )
5,954
—
Noninterest expense
531,260
32,873
564,133
Income from continuing operations before income taxes
51,564
7,541
59,105
Income taxes from continuing operations
(3,683 )
1,870
(1,813 )
Consolidated income from continuing operations
$
55,247
$
5,671
$
60,918
Selected Financial Information
Total assets from continuing operations
$
17,724,953
$
214,313
$
17,939,266
Depreciation and amortization from continuing operations
$
38,909
$
288
$
39,197
(1) Other segment expenses for the General Banking Segment include net occupancy-premises, equipment expense, litigation settlement expense, FDIC
assessment expense, other real estate expense, net, loan expense and other miscellaneous expense. Other segment expenses for the Wealth Management
Segment include net occupancy-premises, equipment expense, FDIC assessment expense, loan expense and other miscellaneous expense.
146
Note 22 – Parent Company Only Financial Information
($ in thousands)
Condensed Balance Sheets
December 31,
2024
2023
Assets:
Investment in banks
$
2,062,555 $
1,770,392
Other assets
86,907
77,901
Total Assets
$
2,149,462 $
1,848,293
Liabilities and Shareholders' Equity:
Accrued expense
$
1,577 $
1,108
Subordinated notes
123,702
123,482
Junior subordinated debt securities
61,856
61,856
Shareholders' equity
1,962,327
1,661,847
Total Liabilities and Shareholders' Equity
$
2,149,462 $
1,848,293
Condensed Statements of Income
Years Ended December 31,
2024
2023
2022
Revenue:
Dividends received from banks
$
82,536 $
67,189 $
89,733
Earnings of subsidiaries over distributions
148,884
106,388
(11,269 )
Other income
165
163
94
Total Revenue
231,585
173,740
78,558
Expense:
Other expense
8,576
8,251
6,671
Total Expense
8,576
8,251
6,671
Net Income
$
223,009 $
165,489 $
71,887
Condensed Statements of Cash Flows
Years Ended December 31,
2024
2023
2022
Operating Activities:
Net income
$
223,009 $
165,489 $
71,887
Adjustments to reconcile net income to net cash provided
by operating activities:
Net change in investment in subsidiaries
(148,884 )
(106,388 )
11,269
Other
(835 )
(797 )
(1,550 )
Net cash from operating activities
73,290
58,304
81,606
Financing Activities:
Common stock dividends
(56,790 )
(56,653 )
(56,679 )
Repurchase and retirement of common stock
(7,499 )
—
(24,604 )
Net cash from financing activities
(64,289 )
(56,653 )
(81,283 )
Net change in cash and cash equivalents
9,001
1,651
323
Cash and cash equivalents at beginning of year
77,511
75,860
75,537
Cash and cash equivalents at end of year
$
86,512 $
77,511 $
75,860
Trustmark paid income taxes of approximately $21.5 million in 2024, $38.8 million in 2023 and $2.7 million in 2022. Trustmark (parent company only) paid
interest of $4.5 million in 2024, 2023 and 2022.
147
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no change of accountants within the two-year period prior to December 31, 2024.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by Trustmark’s management, with the participation of
its Chief Executive Officer and Treasurer and Principal Financial Officer (Principal Financial Officer), of the effectiveness of Trustmark’s disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and
Principal Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report. No changes
were made to Trustmark’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the last
fiscal quarter that materially affected, or are reasonably likely to materially affect, Trustmark’s internal control over financial reporting.
Management Report on Internal Control over Financial Reporting
The management of Trustmark is responsible for establishing and maintaining adequate internal control over financial reporting. Trustmark’s internal control
over financial reporting was designed under the supervision of the Chief Executive Officer and Treasurer (Principal Financial Officer) to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with GAAP.
Management assessed the effectiveness of internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our
assessment, we believe that, as of December 31, 2024, Trustmark’s internal control over financial reporting was effective based on those criteria.
The effectiveness of Trustmark’s internal control over financial reporting as of December 31, 2024 was audited by Crowe LLP, Fort Lauderdale, Florida, (U.S.
PCAOB Auditor Firm I.D.: 173), an independent registered public accounting firm, as stated in their report appearing in the section captioned “Report of
Independent Registered Public Accounting Firm” included in Part II. Item 8. – Financial Statements and Supplementary Data of this report.
ITEM 9B. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the three months ended December 31, 2024, none of Trustmark’s directors or executive officers adopted or terminated any contract, instruction or
written plan for the purchase or sale of Trustmark’s 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).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
148
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Certain information regarding executive officers is included under the section captioned “Information about Executive Officers of Trustmark” in Part I. Item 1. -
Business, elsewhere in this Annual Report on Form 10-K. Other information required by this Item is incorporated herein by reference to Trustmark
Corporation’s (Trustmark’s) Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of
Trustmark’s fiscal year-end.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to Trustmark’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of Trustmark’s fiscal year-end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated herein by reference to Trustmark’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of Trustmark’s fiscal year-end.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference to Trustmark’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of Trustmark’s fiscal year-end.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated herein by reference to Trustmark’s Proxy Statement (Schedule 14A) for its 2025 Annual Meeting of
Shareholders to be filed with the SEC within 120 days of Trustmark’s fiscal year-end.
PART IV
ITEM. 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
A-1. Financial Statements
The report of Crowe LLP, independent registered public accounting firm, and the following consolidated financial statements of Trustmark Corporation
(Trustmark) and subsidiaries are included in the Registrant’s 2024 Annual Report on Form 10-K and are incorporated into Part II. Item 8. – Financial Statements
and Supplementary Data herein by reference:
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements (Notes 1 through 22)
A-2. Financial Statement Schedules
The schedules to the consolidated financial statements set forth by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable
and therefore have been omitted.
A-3. Exhibits
The exhibits to this Annual Report on Form 10-K listed below have been included only with the copy of this report filed with the Securities and Exchange
Commission. Copies of individual exhibits will be furnished to shareholders upon written request to Trustmark and payment of a reasonable fee.
149
ITEM. 16. SUMMARY
None.
150
EXHIBIT INDEX
2-a
Agreement and Plan of Reorganization by and between Trustmark Corporation and BancTrust Financial Group, Inc. Filed June 1, 2012, as
Exhibit 2.1 to Trustmark’s Form 8-K Current Report, incorporated herein by reference.
2-b
First Amendment to Agreement and Plan of Reorganization by and between Trustmark Corporation and BancTrust Financial Group, Inc. Filed
October 9, 2012 as Exhibit 2.1 to Trustmark’s Form 8-K Current Report, incorporated herein by reference.
3-a
Articles of Incorporation of Trustmark, as restated April 25, 2023. Filed May 8, 2023, as Exhibit 3-a to Trustmark’s Form 10-Q Quarterly Report
for the quarter ended March 31, 2023, incorporated herein by reference.
3-b
Amended and Restated Bylaws of Trustmark Corporation as of February 15, 2023. Filed February 17, 2023, as Exhibit 3.1 to Trustmark’s Form
8-K Current Report, incorporated herein by reference.
4-a
Amended and Restated Trust Agreement among Trustmark Corporation, Wilmington Trust Company and the Administrative Trustees regarding
Trustmark Preferred Capital Trust I. Filed August 21, 2006, as Exhibit 4.1 to Trustmark’s Form 8-K Current Report, incorporated herein by
reference.
4-b
Junior Subordinated Indenture between Trustmark Corporation and Wilmington Trust Company. Filed August 21, 2006, as Exhibit 4.2 to
Trustmark’s Form 8-K Current Report, incorporated herein by reference.
4-c
Guarantee Agreement between Trustmark Corporation and Wilmington Trust Company. Filed August 21, 2006, as Exhibit 4.3 to Trustmark’s
Form 8-K Current Report, incorporated herein by reference.
4-d
Description of Trustmark’s Common Stock. Filed February 20, 2020, as exhibit 4-d to Trustmark’s Form 10-K Annual Report, incorporated
herein by reference.
10-a
Deferred Compensation Plan for Executive Officers (Executive Deferral Plan-Group 2) of Trustmark National Bank, as amended. Filed as
Exhibit 10-a to Trustmark’s Form 10-K Annual Report for the year ended December 31, 2007, incorporated herein by reference. *
10-b
Deferred Compensation Plan for Directors of First National Financial Corporation acquired October 7, 1994. Filed as Exhibit 10-c to
Trustmark’s Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference. *
10-c
Deferred Compensation Plan for Directors (Directors’ Deferred Fee Plan) of Trustmark National Bank, as amended. Filed as Exhibit 10-e to
Trustmark’s Form 10-K Annual Report for the year ended December 31, 2007, incorporated herein by reference. *
10-d
Deferred Compensation Plan for Executives (Executive Deferral Plan-Group 1) of Trustmark National Bank, as amended. Filed as Exhibit 10-f
to Trustmark’s Form 10-K Annual Report for the year ended December 31, 2007, incorporated herein by reference. *
10-e
Trustmark Corporation Deferred Compensation Plan (Master Plan Document), as amended. Filed as Exhibit 10-g to Trustmark’s Form 10-K
Annual Report for the year ended December 31, 2007, incorporated herein by reference. *
10-f
Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan, as amended and restated April 28, 2015. Filed May 4,
2015, as Exhibit 10-f to Trustmark’s Form 8-K Current Report, incorporated herein by reference. *
10-g
First Amendment to Trustmark Corporation Deferred Compensation Plan (Master Plan Document). Filed November 7, 2008, as Exhibit 10-r to
Trustmark’s Form 10-Q Quarterly Report for the quarter ended September 30, 2008, incorporated herein by reference. *
151
10-h
Summary of the Trustmark Corporation Management Incentive Plan. Filed November 7, 2012, as Exhibit 10-ab to Trustmark’s Form 10-Q
Quarterly Report for the quarter ended September 30, 2012 and incorporated herein by reference. *
10-i
Form of Change in Control Agreement between Trustmark Corporation and certain executive officers. Filed February 7, 2014, as Exhibit 10-ad to
Trustmark’s Form 8-K Current Report, incorporated herein by reference. *
10-j
Second Amendment to Trustmark Corporation Deferred Compensation Plan (Master Plan Document). Filed May 7, 2018, as Exhibit 10-w to
Trustmark’s Form 10-Q Quarterly Report, incorporated herein by reference. *
10-k
First Amendment to Deferred Compensation Plan for Directors (Directors’ Deferred Fee Plan) of Trustmark National Bank. Filed May 7, 2018,
as Exhibit 10-x to Trustmark’s Form 10-Q Quarterly Report, incorporated herein by reference. *
10-l
First Amendment to Deferred Compensation Plan for Executives (Executive Deferral Plan-Group 1) of Trustmark National Bank. Filed May 7,
2018, as Exhibit 10-y to Trustmark’s Form 10-Q Quarterly Report, incorporated herein by reference. *
10-m
Employment Agreement between Trustmark Corporation and Duane A. Dewey dated October 27, 2020. Filed October 27, 2020 as Exhibit 10.2 to
Trustmark’s Form 8-K Current Report, incorporated herein by reference. *
10-n
Amendment No. 2022-1 to the Trustmark Corporation Deferred Compensation Plan. Filed November 3, 2022, as exhibit 10-ag to Trustmark's
Form 10-Q Quarterly Report, incorporated herein by reference.*
10-o
Exhibit 1 Company Contribution in Respect of the Year Ending December 31, 2022 to the Trustmark Corporation Deferred Compensation Plan.
Filed February 16, 2023, as exhibit 10-ah to Trustmark's Form 10-K Annual Report, incorporated herein by reference. *
10-p
Form of Fully Executed Settlement Agreement. Filed February 16, 2023, as exhibit 10-ai to Trustmark's Form 10-K Annual Report, incorporated
herein by reference.
10-q
Exhibit 2 Company Contribution in Respect of the Year Ending December 31, 2023 to the Trustmark Corporation Deferred Compensation Plan.
Filed May 8, 2023, as Exhibit 10-aj to Trustmark’s Form 10-Q Quarterly Report for the quarter ended March 31, 2023, incorporated herein by
reference. *
10-r
Form of Compensation Clawback Policy, adopted on October 24, 2023 and revised on January 23, 2024. Filed February 15, 2024, as Exhibit 10-
ak to Trustmark's Form 10-K Annual Report, incorporated herein by reference. *
10-s
Form of Time-Based Restricted Stock Unit Agreement for Associate (under the Amended and Restated Stock and Incentive Compensation Plan).
Filed February 15, 2024, as Exhibit 10-al to Trustmark's Form 10-K Annual Report, incorporated herein by reference. *
10-t
Form of Performance Unit Agreement for Associate (under the Amended and Restated Stock and Incentive Compensation Plan). Filed February
15, 2024, as Exhibit 10-am to Trustmark's Form 10-K Annual Report, incorporated herein by reference. *
10-u
Trustmark Corporation Stock and Incentive Compensation Plan, as amended and restated effective April 23, 2024. Filed March 13, 2024, as
Annex A to Trustmark’s Definitive Proxy Statement on Schedule 14A, incorporated herein by reference. *
10-v
Form of Time-Based Restricted Stock Unit Agreement for Director (under the Stock and Incentive Compensation Plan). Filed May 7, 2024, as
Exhibit 10-ao to Trustmark’s Form 10-Q Quarterly Report for the quarter ended March 31, 2024, incorporated herein by reference. *
10-w
Form of Time-Based Restricted Stock Unit Agreement for Associate (under the Stock and Incentive Compensation Plan). Filed May 7, 2024, as
Exhibit 10-ap to Trustmark’s Form 10-Q Quarterly Report for the quarter ended March 31, 2024, incorporated herein by reference. *
10-x
Form of Performance Unit Agreement for Associate (under the Stock and Incentive Compensation Plan). Filed May 7, 2024, as Exhibit 10-aq to
Trustmark’s Form 10-Q Quarterly Report for the quarter ended March 31, 2024, incorporated herein by reference. *
10-y
Amendment to Employment Agreement between Trustmark Corporation and Duane A. Dewey dated April 23, 2024. Filed May 7, 2024, as
Exhibit 10-ar to Trustmark’s Form 10-Q Quarterly Report for the quarter ended March 31, 2024, incorporated herein by reference. *
10-z
Exhibit 3 Company Contribution in Respect of the Year Ending December 31, 2024 to the Trustmark Corporation Deferred Compensation Plan.
Filed November 5, 2024, as Exhibit 10-as to Trustmark’s Form 10-Q Quarterly Report for the quarter ended September 30, 2024, incorporated
herein by reference. *
152
10-aa
Exhibit 4 Company Contribution in Respect of the Year Ending December 31, 2025 to the Trustmark Corporation Deferred Compensation Plan. *
19
Trustmark Corporation Insider Trading Policy.
21
List of Subsidiaries.
23
Consent of Crowe LLP.
31-a
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31-b
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32-a
Certification by Chief Executive Officer pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32-b
Certification by Principal Financial Officer pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
* - Denotes management contract.
All other exhibits are omitted, as they are inapplicable or not required by the related instructions.
153
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
TRUSTMARK CORPORATION
BY:
/s/ Duane A. Dewey
Duane A. Dewey
President and Chief Executive Officer
DATE:
February 19, 2025
154
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
DATE: February 19, 2025
BY:
/s/ Adolphus B. Baker
Adolphus B. Baker, Director
DATE: February 19, 2025
BY:
/s/ William A. Brown
William A. Brown, Director
DATE: February 19, 2025
BY:
/s/ Augustus L. Collins
Augustus L. Collins, Director
DATE: February 19, 2025
BY:
/s/ George T. Chambers, Jr.
George T. Chambers, Jr., Principal Accounting Officer
DATE: February 19, 2025
BY:
/s/ Tracy T. Conerly
Tracy T. Conerly, Director
DATE: February 19, 2025
BY:
/s/ Duane A. Dewey
Duane A. Dewey, President, Chief Executive Officer
and Director
DATE: February 19, 2025
BY: /s/ Marcelo Eduardo
Marcelo Eduardo, Director
DATE: February 19, 2025
BY:
/s/ J. Clay Hays, Jr., M.D.
J. Clay Hays, Jr., M.D., Director
DATE: February 19, 2025
BY:
/s/ Gerard R. Host
Gerard R. Host, Chair and Director
DATE: February 19, 2025
BY:
/s/ Harris V. Morrissette
Harris V. Morrissette, Director
DATE:
February 19, 2025
BY:
/s/ Thomas C. Owens
Thomas C. Owens, Treasurer and Principal Financial Officer
DATE: February 19, 2025
BY:
/s/ Richard H. Puckett
Richard H. Puckett, Director
DATE:
February 19, 2025
BY:
/s/ Lea B. Turnipseed
Lea B. Turnipseed, Director
DATE: February 19, 2025
BY:
/s/ William G. Yates III
William G. Yates III, Director
Exhibit 10-aa
TRUSTMARK CORPORATION DEFERRED COMPENSATION PLAN
EXHIBIT 4
COMPANY CONTRIBUTION
IN RESPECT OF
THE YEAR ENDING DECEMBER 31, 2025
WHEREAS, Trustmark Corporation, a Mississippi corporation (the “Company”), maintains the Trustmark Corporation Deferred Compensation Plan,
amended and restated as of December 31, 2007 and further amended as of October 4, 2022 (the “Plan”);
WHEREAS, all capitalized terms used herein shall have the meanings set forth the Plan, unless otherwise indicated in this Exhibit 4 to the Plan (“Exhibit
4”);
WHEREAS, the Company desires to adopt this exhibit to provide for a company contribution under the Plan for certain Participants in respect of the year
ending December 31, 2025 (the “2025 Plan Year”); and
WHEREAS, the Company is empowered to adopt this exhibit pursuant to Section 3.9 of the Plan.
1.
Eligibility. Any member of the Company’s Management Committee as of December 31, 2025 shall be eligible to become a Participant in the Plan (to
the extent such individual is not then currently a Participant) and to receive a credit to his or her Company Contribution Account, subject to the terms
and conditions of this Exhibit 4, so long as such individual has not had a Separation from Service prior to the Contribution Date (as defined below).
An individual described in this Paragraph 1 is referred to as an “Eligible Company Contribution Participant”. For the avoidance of doubt, an
individual is not required to elect to defer an Annual Deferral Amount under the Plan in order to be an Eligible Company Contribution Participant.
2.
Company Contribution Amount.
a.
In respect of the 2025 Plan Year, if the Performance Threshold (as defined below) is met, the Company (or other Employer, if applicable)
shall credit the Company Contribution Account of each Eligible Company Contribution Participant in an amount (a “Credit Amount”)
below corresponding to the Eligible Company Contribution Participant’s committee membership level as of December 31, 2025:
i. Chief Executive Officer - $35,000
ii. Executive Strategy Committee Member - $30,000
iii.Management Committee Member - $20,000
If the Performance Threshold is not met, no credit shall be made to the Company Contribution Account of any Eligible Company Contribution
Participant for the 2025 Plan Year. The Human Resources Committee (the “Human Resources Committee”) of the Company’s Board of Directors
shall, in its discretion, approve the final determination of the Credit Amount before the Contribution Date.
b.
“Performance Threshold” means the Company’s earnings per share (“EPS”) for the 2025 Plan Year is not less than 95% of the Company’s
established target EPS for the 2025 Plan Year (excluding the impact of significant non-routine transactions reported on the Company’s
financial statements) as approved by the Human Resources Committee. Whether the Performance Threshold is met shall be determined by
the Human Resources Committee in its discretion.
Exhibit 10-aa
3.
Contribution Date. The actual date that the Credit Amount is credited is referred to as the “Contribution Date”. The Credit Amount (if any) shall be
credited to the Company Contribution Account of each Eligible Company Contribution Participant on a date in 2026, as determined by the Company,
but in no event shall the Credit Amount be credited later than March 15, 2026.
4.
Other. Each Eligible Company Contribution Participant shall be 100% vested in his or her Credit Amount, plus amounts credit or debited on such
amount pursuant to Section 3.5 of the Plan. The Credit Amount shall become part of an Eligible Company Contribution Participant’s Account
Balance as of the Contribution Date and, thereafter, shall be subject to all generally applicable terms and conditions of the Plan governing a
Participant’s Account Balance, including such provisions relating to crediting or debiting of additional amounts based on the Measurement Funds and
distributions of a Participant’s Account Balance.
5.
Incorporation into the Plan. Pursuant to Section 3.9 of the Plan, this Exhibit 4 shall be deemed to be incorporated into the Plan as of the date this
Exhibit 4 is approved by the Company.
IN WITNESS WHEREOF, the Company through its duly authorized representative has signed this amendment as of the date written below to be
effective as of the Effective Date.
Trustmark Corporation
a Mississippi corporation
By: _____________________________
Name:
Title:
Date:
Exhibit 19
Insider Trading Policy
Amended February 4, 2025
Version 8.2
Insider Trading Policy
Administration2
Table of Contents
2
PURPOSE
4
3
GOALS/OBJECTIVES OF THE POLICY
4
4
SCOPE OF THE POLICY
4
4.1
General Prohibition
4
4.2
“Inside Information” Defined
5
4.3
Violations of Insider Trading Laws
5
5
TARGET AUDIENCE
6
5.1
Generally
6
5.2
Additional Provisions Applicable to Insiders
6
6
ROLES AND RESPONSIBILITIES
7
7
RELEVANT REGULATORY REQUIREMENTS AND GUIDANCE
7
8
POLICY STANDARDS
7
8.1
Post-Termination Transactions
7
8.2
Hedging Transactions
7
8.3
Additional Restrictions Applicable to Insiders
8
8.3.1
Beneficial Ownership
8
8.3.2
Black-Out Periods
8
8.3.3
Applicability / Certain Exceptions
8
8.3.4
Rule 10b5-1 Trading Plans
10
8.3.5
Additional Prohibited Transactions
11
8.3.6
Required Certification
12
9
REPORTING REQUIREMENTS OF SECTION 16(A)
12
9.1
Form 3
12
9.2
Forms 4 and 5
12
9.3
Form 144
13
9.4
Preparation of Forms 3, 4, 5 and 144
13
9.5
Short-Swing Profit Recapture Rule of Section 16(B)
13
9.6
Post-Termination Requirements
14
10
POLICY OVERSIGHT AND REVIEW
14
11
EFFECTIVE DATE
15
12
CONTACT INFORMATION
15
13
APPENDIX
15
Insider Trading Policy
Administration3
This page was intentionally left blank.
Insider Trading Policy
Administration4
2
PURPOSE
The purpose of this Insider Trading Policy (“Policy”) is to establish policies and procedures regarding trading in securities issued by Trustmark
Corporation (“Trustmark”) by members of Trustmark’s board of directors (“directors”) and Trustmark’s officers and associates.
3
GOALS/OBJECTIVES OF THE POLICY
The objective of this Policy is to help Trustmark’s directors, officers and associates comply with insider trading laws, handle confidential
information properly, avoid potentially embarrassing public disclosures and avoid the appearance of impropriety.
4
SCOPE OF THE POLICY
4.1
GENERAL PROHIBITION
Any director, officer or associate who has material non-public information (“Inside Information”) relating to Trustmark may not, until the Inside
Information becomes public, (i) buy or sell securities issued by Trustmark, directly or indirectly, (ii) engage in any other action to take personal
advantage of that information, or (iii) pass it on to others outside Trustmark. In addition, any director, officer, or associate who learns of Inside
Information about another entity, including but not limited to another entity with whom Trustmark does business, or proposes to do business,
may not trade in that entity’s securities until the Inside Information becomes public.
To ensure compliance with this policy, all directors, officers, and associates of Trustmark must:
protect the confidentiality of Inside Information, by, for example, avoiding casual conversations about such Inside Information
in public areas and storing files containing Inside Information in secure locations; and
report any unauthorized disclosure of Inside Information, whether inadvertent or otherwise, immediately to the Trading
Coordinator, whose contact information can be found in Section 12 of this Policy.
It is also Trustmark’s policy that it will not engage in transactions in Trustmark securities while Trustmark is in possession of material non-public
information relating to Trustmark or its securities, other than in compliance with applicable law, including, but not limited to, Rule 10b5-1 under
the Securities Exchange
Insider Trading Policy
Administration5
Act of 1934. Any such transactions on behalf of Trustmark must be authorized by the Board of Directors or effected pursuant to properly
delegated Board authority.
4.2
“INSIDE INFORMATION” DEFINED
For the purpose of this Policy, Inside Information is (1) material and (2) non-public information. Information is “non-public” if not available to
the investing public generally. Information typically will no longer be considered to be “non-public” once two trading days have elapsed since
the information was disseminated widely to the investing public, such as through a press release carried over a major news service, a public
filing with the Securities and Exchange Commission (the “SEC”) or materials sent to stockholders (e.g., a proxy statement). The distribution of
information through narrower channels, such as postings on rarely-frequented websites, may be insufficient to make it public, and the posting
of information on social media does not constitute public dissemination. Also, the fact that non-public information is reflected in rumors in the
marketplace does not mean that the information has been publicly disseminated. It is important to note that even after information becomes
public, many aspects relating to a matter may remain non-public.
Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider the information important in
making an investment decision to buy, sell or hold securities, or if it is reasonably likely to affect the market price of a security. Examples of
information that may be material include:
Quarterly and annual earnings information,
Changes in earnings estimates,
Changes in dividend policy,
Significant mergers, acquisitions, or divestitures,
Acquisition or loss of a significant contract,
Changes in key management personnel,
Important product developments,
Changes in business strategies,
Significant financial developments, and
Threatened litigation or administrative actions, or material developments in such matters.
The foregoing list does not include all of the information that could be deemed to be material. Further, the courts and the SEC have declined to
identify all information that could be deemed to be material. If
Insider Trading Policy
Administration6
you are uncertain whether you are in possession of material non-public information, you are required to consult with the Trading Coordinator.
4.3
VIOLATIONS OF INSIDER TRADING LAWS
Violations of insider trading laws can severely damage Trustmark’s reputation and can result in severe civil and criminal penalties for the
individuals involved, Trustmark management and Trustmark itself. Directors, officers and associates who violate this Policy are subject to
appropriate disciplinary action, which could include termination of employment.
Violation of insider trading laws could result in civil or criminal penalties under applicable federal securities laws. The SEC and the Department
of Justice vigorously pursue alleged violations of the insider trading laws, even in cases where the alleged illegal profit is very small. The
sanctions for individuals who trade on inside information (or tip information to others) include:
a civil penalty of up to three times the profit gained or loss avoided;
a criminal fine (no matter how small the profit) of up to $5 million ($25 million for a corporation);
a jail term of up to 20 years; and
a temporary or permanent bar from serving as an officer or director of any public company.
Insider trading violations can also expose Trustmark (and possibly supervisory personnel) to civil or criminal liability.
Finally, private lawsuits also may be brought against illegal traders by persons who traded without access to the material non-public
information and incurred losses.
As a reminder, anyone scrutinizing the transactions of a director, officer or associate will be doing so after the fact, with the benefit of hindsight.
Before engaging in any transaction, each director, officer or associate should carefully consider how enforcement authorities and others might
view the transaction in hindsight.
5
TARGET AUDIENCE
5.1
GENERALLY
This Policy applies to all directors, officers and associates of Trustmark (collectively, “Covered Persons”). Additionally, this Policy applies to any
family members who reside with a Covered Person, anyone else who lives in the household of a Covered Person, and any family members who
do not live in a Covered Person’s household but whose transactions in Trustmark securities are directed by a Covered Person or are subject to
influence or control by a Covered Person.
Insider Trading Policy
Administration7
5.2
ADDITIONAL PROVISIONS APPLICABLE TO INSIDERS
Trustmark has established additional restrictions for those persons who, because of the nature of their employment or positions, are most likely
to have access to Inside Information regarding Trustmark. These individuals, referred to as “Insiders” include (a) any member of Trustmark
National Bank’s Executive Strategy Committee, (b) those associates identified as “Insiders” on a list maintained by the Trading Coordinator, as
such list may be determined from time to time by the Trading Coordinator or by the Board of Directors of Trustmark, and (c) individuals who
serve on the Board of Directors of Trustmark or Trustmark National Bank.
6
ROLES AND RESPONSIBILITIES
The Trading Coordinator (as identified in Section 12) or the Board of Directors of Trustmark shall be responsible for identifying Insiders for
purposes of this Policy.
The Trading Coordinator shall be responsible for distributing the approved Policy to all Insiders in December of each year. All Insiders shall be
responsible for submitting the Certification set forth in Schedule 13.1 to the Trading Coordinator in accordance with Section 8.3.6 hereof.
7
RELEVANT REGULATORY REQUIREMENTS AND GUIDANCE
The terms of this Policy are designed to promote compliance with applicable law, including the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), and the SEC’s rules and regulations promulgated thereunder.
8
POLICY STANDARDS
8.1
POST-TERMINATION TRANSACTIONS
If any director, officer or associate of Trustmark or its subsidiaries is in possession of Inside Information when his or her employment or service
terminates, such individual may not trade in Trustmark securities until that information has become public or is no longer material. In addition,
an Insider will continue to be subject to the provisions of this Policy applicable to Insiders, including the black-out period, until completion of
the first quarterly black-out period (as described in Section 8.3.2) following termination of such Insider’s employment or service.
Insider Trading Policy
Administration8
8.2
HEDGING TRANSACTIONS
Hedging transactions may misalign a Trustmark associate's objectives with those of the company. Furthermore, the counterparty to a hedging
transaction frequently seeks to short the underlying security to hedge its exposure on the transaction, which is not consistent with the interests
of Trustmark or its shareholders. Therefore, Trustmark associates are prohibited from engaging in any hedging transactions with respect to any
of Trustmark’s securities including trading in any derivative security relating to Trustmark’s securities. As noted in Section 8.3.5, shorting
Trustmark securities is not consistent with the interests of Trustmark or its security holders. Therefore, Covered Persons are prohibited from
engaging in any form of hedging transaction with respect to any Trustmark security.
8.3
ADDITIONAL RESTRICTIONS APPLICABLE TO INSIDERS
Compliance with securities laws is the responsibility of the Insider; however, Trustmark has an interest in assisting its Insiders in complying with
applicable laws. In order to simplify compliance, Insiders shall conduct trades in accordance with the following procedures. Any questions
regarding these procedures should be directed to the Trading Coordinator.
8.3.1
BENEFICIAL OWNERSHIP
The procedures in this Section 8.3.1 apply to all securities, which are beneficially owned by the Insider. An individual is deemed to beneficially
own securities in which he or she has a direct or indirect pecuniary interest—that is, the opportunity to profit or share in any profit derived
from a transaction in the security. An individual is considered to have an indirect pecuniary interest, among other situations, in (i) shares held by
members of the individual’s immediate family or certain other persons sharing the same household and family members whose transactions are
directed or influenced by such individual, (ii) securities held by a trust of which the individual is a trustee and either the individual or a member
of his or her family is a beneficiary, (iii) the individual’s proportionate interest in any securities held by a general or limited partnership, (iv)
securities the individual can acquire through the exercise or conversion of any warrant, option or similar interest and (v) securities held by a
corporation or similar entity in which the individual is a controlling shareholder and has investment control over the entity’s investment
portfolio.
8.3.2
BLACK-OUT PERIODS
Insiders are prohibited from trading in Trustmark securities during four black-out periods each year. Each black-out period begins on the 15th
day of the last month of Trustmark’s fiscal quarter and concludes at the close of business two trading days following the quarterly earnings
release.
Insider Trading Policy
Administration9
Trustmark may also impose additional black-out periods on specified Insiders in the event of a major corporate development that has not been
announced to the public. The Trading Coordinator will inform affected Insiders of the commencement and termination of any additional black-
out periods. An Insider made aware of the existence of an event-specific black-out period may not disclose the existence of the black-out period
to any other person. Any failure of the Trading Coordinator to designate an Insider as being subject to an event-specific black-out period will
not relieve that Insider of the obligation not to trade while aware of Inside Information.
8.3.3
APPLICABILITY / CERTAIN EXCEPTIONS
Stock Option Exercises
The trading restrictions described above apply to all exercises of stock options, regardless of the manner in which the exercise price of the
option is to be paid.
8.3.3.1 VESTING OF RESTRICTED STOCK/RESTRICTED STOCK UNITS
The trading restrictions described above do not apply to tax withholding pursuant to which an Insider elects to have Trustmark withhold shares
of restricted stock or restricted stock units to satisfy tax obligations associated with vesting. The trading restrictions described above do apply,
however, to the sale of any shares, including a sale for the purpose of generating the cash needed to pay the tax obligations associated with
vesting.
8.3.3.2 401(K) PLAN
The trading restrictions described above do not apply to automatic purchases of Trustmark securities in the Trustmark 401(k) Plan (the “401(k)
Plan”) resulting from an Insider’s periodic contribution of money to the plan pursuant to a deduction election. The trading restrictions described
above do apply, however, to discretionary transactions an Insider may make under the 401(k) Plan, including an election to make an intra-plan
transfer of an existing account balance into or out of Trustmark securities.
8.3.3.3 EMPLOYEE AND DIRECTOR STOCK PURCHASE PLAN
The trading restrictions described above do not apply to automatic purchases of Trustmark stock in the Employee and Director Stock Purchase
Plan (the “Stock Purchase Plan”) resulting from the periodic contribution of money to the Stock Purchase Plan pursuant to the election made (i)
at the time of enrollment in the Stock Purchase Plan and (ii) while a black-out period is not in effect. The trading restrictions described above do
apply, however, to an Insider’s election to participate in the Stock Purchase Plan for any enrollment period and to the sale of Trustmark stock
purchased pursuant to the Stock Purchase Plan.
8.3.3.4 DIVIDEND REINVESTMENT PLAN
The trading restrictions described above do not apply to automatic purchases of Trustmark stock under the Dividend Reinvestment and Direct
Stock Purchase and Sale Plan or under certain broker-provided
Insider Trading Policy
Administration10
dividend reinvestment plans resulting from an Insider’s reinvestment of dividends paid on Trustmark stock. The trading restrictions described
above do apply, however, to voluntary purchases of Trustmark stock resulting from additional contributions an Insider chooses to make to such
a plan, and to an Insider’s election to participate in such a plan or to change his or her level of participation in such a plan. The trading
restrictions described above also apply to the sale of any Trustmark stock purchased pursuant to such a plan.
8.3.3.5 GIFTS
The trading restrictions described above do apply to certain bona fide gifts of Trustmark securities (such as charitable donations or family gifts
or estate planning transfers). Insiders may not make a gift or donation of Trustmark securities while aware of Inside Information or during a
black-out period, if the Insider (a) anticipates that the recipient will sell the securities before the Inside Information is made public or before the
black-out period expires, as applicable, or (b) will receive value related to the gift or donation (e.g., the Insider would receive a tax deduction
related to a charitable donation). With respect to other bona fide gifts of Trustmark stock, the trading restrictions described above do not apply.
8.3.4
RULE 10B5-1 TRADING PLANS
Rule 10b5-1 under the Exchange Act provides an affirmative defense from insider trading liability. In order to rely on this affirmative defense,
an Insider must enter into a Rule 10b5-1 plan for transactions in Trustmark securities that meets the conditions specified in the following
paragraph (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Trustmark securities may be purchased or sold under the
Rule 10b5-1 Plan without regard to certain insider trading restrictions.
An Insider may not enter into a Rule 10b5-1 Plan when that person is aware of Inside Information or during a black-out period. To meet the
requirements of Rule 10b5-1 the Insider must enter into a binding contract and provide an instruction to another person or adopt a written plan
for trading securities that:
·
specifies the amount of securities to be bought or sold, as well as the price and date of the transaction(s);
·
includes a written formula, algorithm or computer program for determining the amount, price and date of the purchase(s) or
sale(s); or
·
does not permit the person to exercise any subsequent influence over how, when or whether to effect purchases or sales,
while at the same time ensuring that any person effecting trades under the Rule 10b5-1 Plan is not aware of any material non-
public information while doing so.
An Insider who wishes to implement a Rule 10b5-1 Plan must pre-clear such plan with the Trading Coordinator at least two weeks prior to the
proposed effective date of the plan. The following requirements must be met for the Rule 10b5-1 Plan to be approved:
Insider Trading Policy
Administration11
·
any Insider proposing to adopt a Rule 10b5-1 Plan must include a representation certifying that he or she is adopting the plan
in good faith, at a time when he or she is not in possession of Insider Information and not as part of a plan to evade insider trading
prohibitions;
·
the Rule 10b5-1 Plan must include a cooling-off period between the adoption of the plan and the first trade under the plan
that (i) for Section 16 Insiders (as defined below in Section 9) lasts until the later of (A) 90 days after the adoption of the Rule 10b5-1
Plan and (B) two business days following the disclosure of Trustmark’s financial results on a Form 10-Q or Form 10-K for the
completed fiscal quarter in which the Rule 10b5-1 Plan is adopted; provided, however, that in no event will the required cooling-off
period exceed 120 days following the adoption of the Rule 10b5-1 Plan and (ii) for all other Insiders, lasts for at least 30 days after
the adoption of the Rule 10b5-1 Plan; and
·
the proposed Rule 10b5-1 Plan must otherwise meet all other conditions and restrictions of Rule 10b5-1, including restrictions
on having more than one Rule 10b5-1 Plan in effect at the same time and having more than one Rule 10b5-1 Plan that is intended to
effect the open-market purchase or sale of a total amount of securities as a single transaction in any 12-month period.
The Trading Coordinator must be promptly notified of any amendments to, or termination of, any Rule 10b5-1 Plan. Any modification of the
amount, pricing or timing of purchase(s) or sale(s) of securities under a Rule 10b5-1 Plan will constitute the termination of the Rule 10b5-1 Plan
and the adoption of a new plan, which means that any such modification will trigger the need for the new trading plan to satisfy all of the
elements of Rule 10b5-1 and the conditions set forth above, including a new cooling-off period, before trading can begin under the new plan.
8.3.5
ADDITIONAL PROHIBITED TRANSACTIONS
Trustmark considers it inappropriate for any Insider to engage in short-term or speculative transactions in Trustmark securities. Accordingly,
Insiders may not engage in any of the following transactions:
8.3.5.1 SHORT SALES
Short sales of Trustmark securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore may
signal to the market that the seller has no confidence in Trustmark or its short-term prospects. In addition, short sales may reduce the seller’s
incentive to promote Trustmark’s performance. For these reasons, Insiders are prohibited from engaging in short sales of Trustmark securities.
This prohibition extends to so-called short sales against the box, where the seller may own the securities being sold, but does not deliver those
securities to cover the sale order.
8.3.5.2 PUBLICLY TRADED DERIVATIVES
A transaction in a derivative instrument that is tied to a Trustmark security, such as non-compensatory options, is, in effect, a bet on the short-
term movement of that Trustmark security and, therefore, creates the appearance that an Insider is trading based on Inside Information.
Transactions in non-compensatory
Insider Trading Policy
Administration12
options also may focus an Insider’s attention on short-term performance at the expense of Trustmark’s long-term objectives. Accordingly,
Insiders are prohibited from engaging in transactions in puts, calls or other derivative securities, on an exchange or in any other organized
market, with respect to Trustmark securities. (Option positions arising from certain types of hedging transactions are governed by “Hedging
Transactions” above).
8.3.5.3 MARGIN ACCOUNTS AND PLEDGES
Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call.
Similarly, securities pledged or otherwise hypothecated as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan.
Insiders are prohibited from holding Trustmark securities in a margin account or pledging Trustmark securities as collateral for a loan. An
exception to this prohibition may be granted where an Insider wishes to pledge Trustmark securities as collateral for a loan (not including
margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any request for
approval of such a pledge arrangement must be submitted to the Trading Coordinator at least two weeks prior to the proposed execution of
documents evidencing the proposed pledge.
8.3.6
REQUIRED CERTIFICATION
All Insiders must annually certify their understanding of and intent to comply with this Policy by signing and dating the Certification set forth in
Schedule 13.1 of this Policy and submitting the same to the Trading Coordinator, whose contact information can be found in Section 12 of this
Policy, on or before December 31 of each year.
9
REPORTING REQUIREMENTS OF SECTION 16(A)
Section 16(a) of the Exchange Act requires that Trustmark’s directors, officers (as defined in Rule 16a-1(f) under the Exchange Act) and 10%
beneficial owners (collectively, “Section 16 Insiders”) file beneficial ownership reports in connection with their purposes and sales of
Trustmark’s securities.
9.1
FORM 3
A Section 16 Insider must file a Form 3 (entitled “Initial Statement of Beneficial Ownership of Securities”) with the SEC to report that he or she is
an Insider and his or her ownership interests in Trustmark within ten days after becoming a Section 16 Insider.
9.2
FORMS 4 AND 5
A Section 16 Insider must file a Form 4 (entitled “Statement of Changes in Beneficial Ownership”) with the SEC to report a transaction within
two business days after the date of such transaction if it results in a
Insider Trading Policy
Administration13
change in his or her beneficial ownership of Trustmark’s equity securities. There are three general exceptions to the two-business-day reporting
requirement.
First, the following types of transactions may be reported on a Form 4 within two business days following the date the Section 16 Insider
receives notice of the transaction (but in no event later than five business days following the transaction), rather than two business days
following the date on which the transaction occurs:
a transaction pursuant to a Rule 10b5-1 plan under which the Section 16 Insider does not select the date on which the
purchases or sales take place; and
a “discretionary transaction” (as defined in Rule 16b-3) pursuant to an employee benefit plan for which the Section 16 Insider
does not select the date on which transactions take place (such as transfers in or out of, or cash withdrawals from, a company stock
fund in a 401(k) plan or other employee benefit plan).
Second, certain transactions may, and in a few instances must, be reported on a year-end Form 5. A Form 5 must be filed with the SEC within
45 days after the end of such fiscal year by each person who was a Section 16 Insider for any part of a company’s fiscal year (unless he or she
has no transactions to report on Form 5). There are certain types of stock transactions that the SEC has designated as eligible for Form 5 filing
(rather than a Form 4 filing). Section 16 Insiders also must report on a Form 5 all transactions that occurred during the fiscal year that should
have been, but were not, reported earlier on Form 4.
Third, the following types of transactions do not trigger any Form 4 or Form 5 filing requirement:
an acquisition under an employee stock purchase plan;
a transaction (other than a “discretionary transaction”) under certain employee benefit plans, such as pension plans, 401(k)
plans, or related excess benefit plans;
an acquisition through a stock split, stock dividend or other pro rata distribution to stockholders of Trustmark;
an acquisition under certain dividend or interest reinvestment plans; and
an acquisition or disposition as a result of a domestic relations order (such as a divorce decree).
Although these transactions do not require the filing of a Form 4 or Form 5, the next Form 4 or Form 5 filed after the occurrence of one of these
transactions is required to reflect the effects of these transactions in the column reporting post-transaction security ownership.
9.3
FORM 144
Most sales of Trustmark securities, which may include sales from the 401(k) Plan, where the amount sold in any three-month period exceeds
5,000 shares or $50,000 in value also require the Section 16 Insider to file a Form 144 with the SEC no later than the time the Section 16 Insider
places the sale order with a broker or executes the trade directly with a market maker.
9.4
PREPARATION OF FORMS 3, 4, 5 AND 144
Insider Trading Policy
Administration14
Although the responsibility for the timely filing of reports and compliance with trading restrictions rests with each Section 16 Insider, to assist
Trustmark’s Section 16 Insiders, the Trading Coordinator will prepare all necessary reporting forms on behalf of Section 16 Insiders who are
directors or who are members of Trustmark National Bank’s Executive Strategy Committee. All Forms 3, 4, 5 and 144 prepared on behalf of a
Section 16 Insider will be based on information provided by the Section 16 Insider. All Insiders must fill out and deliver to the Trading
Coordinator a Form ID (a form to obtain access codes to file on the SEC’s electronic filing system).
To meet SEC reporting requirements, all transactions in securities beneficially owned by a Section 16 Insider (which may include transactions
by persons other than the Section 16 Insider, as further described in Section 8.3.1) must be reported promptly to the Trading Coordinator.
The SEC requires that specific information concerning any late filing be reported in Trustmark’s annual proxy statement.
9.5
SHORT-SWING PROFIT RECAPTURE RULE OF SECTION 16(B)
Section 16(b) of the Exchange Act provides that any combination of purchase and sale or sale and purchase (in each case, not exempt from
Section 16(b)) of the issuer’s securities (including derivative securities) within a period of less than six months generally results in a violation of
Section 16(b). If Section 16(b) is violated, any profit from the matched transactions must be recovered by Trustmark from the Section 16 Insider.
Profit is determined by matching the highest priced sale with the lowest priced purchase, without regard to the actual profit made by the
Section 16 Insider.
Although the purpose of the statute is to prevent trading on the basis of material non-public information, the recovery provision operates
without regard to the intent of the Section 16 Insider or the actual possession of Inside Information.
Prior to a purchase or sale of Trustmark securities, transactions within the previous six months should be carefully reviewed by the Section 16
Insider. Again, consideration should be given to transactions involving any securities beneficially owned by the Section 16 Insider, which
includes transactions by members of the Section 16 Insider’s household, as further described in Section 8.3.1.
9.6
POST-TERMINATION REQUIREMENTS
Following termination of employment or service, Section 16 Insiders are required to continue reporting certain post-termination transactions
that occur less than six months after the last opposite-way, non-exempt transaction that occurred prior to termination. This means that Section
16 reporting obligations may continue for up to six months following termination. To comply with these requirements, all transactions in
Trustmark securities beneficially owned by a Section 16 Insider (which may include transactions by persons other than the Section 16 Insider, as
further described in Section 8.3.1) must be reported promptly to the Trading Coordinator for six months after such Section 16 Insider
terminates employment or service.
Insider Trading Policy
Administration15
10
POLICY OVERSIGHT AND REVIEW
The Corporate Secretary and Assistant Secretary are responsible for general oversight, maintenance, and implementation of this Policy and are
responsible for reviewing and approving all non-material revisions to the Policy, as well as recommending approval for material revisions up
through the governance hierarchy. The Board of Directors is responsible for monitoring and reviewing this Policy and will approve all material
revisions to it. This Policy will be reviewed and approved annually in the month of December by the Board of Directors of Trustmark in
coordination with Trustmark’s Policy Framework. Due to regulatory, investor or procedural changes, this document may be revised and
approved more frequently.
Insider Trading Policy
Administration16
11
EFFECTIVE DATE
This policy was originally adopted by the Board of Directors of Trustmark on January 24, 2017, and amended on the following dates:
Insider Trading Policy
Administration17
January 23, 2018
January 23, 2019
January 28, 2020
January 26, 2021
January 25, 2022
January 24, 2023
January 23, 2024
December 3, 2024
February 4, 2025
Insider Trading Policy
Administration18
12
CONTACT INFORMATION
If you have questions regarding this Policy, you may contact:
TRADING COORDINATOR:
Granville Tate, Jr.
Chief Administrative Officer and Secretary
13
APPENDIX
SCHEDULE 13.1 – CERTIFICATION (SEE ATTACHED)
Insider Trading Policy
Administration19
SCHEDULE 13.1 – CERTIFICATION
I certify that:
1.
I have read and understand Trustmark’s Insider Trading Policy amended December 3, 2024. I understand that the Trading
Coordinator is available to answer any questions I have regarding the Insider Trading Policy.
2.
I understand that the Insider Trading Policy applies to my family members who reside with me, anyone else who lives in
my household, and any family members who do not live in my household but whose transactions in Trustmark Corporation
securities are directed by me or are subject to my influence or control and that I am responsible for the transactions of these
other persons.
3.
For such time as I have been a director, officer or associate of Trustmark Corporation or Trustmark National Bank through
the date hereof, I have complied with Trustmark’s previously stated policies regarding insider trading and the SEC rules and
regulations regarding insider trading.
4.
I will comply with the Insider Trading Policy for as long as I am subject to the policy.
5.
I understand that failure to comply with the Insider Trading Policy may subject me to appropriate disciplinary action, which
could include termination of employment, independent of any governmental action or penalty.
Signature:
Printed Name:
Date:
Exhibit 21
LIST OF SUBSIDIARIES
The following is a list of all subsidiaries of Trustmark Corporation as of December 31, 2024, and the jurisdiction in which each was organized. Each subsidiary
does business under its own name.
Name
Jurisdiction Where Organized
Trustmark National Bank
United States
F. S. Corporation (inactive)
Mississippi
First Building Corporation (inactive)
Mississippi
First Capital Corporation (inactive)
Mississippi
Trustmark Preferred Capital Trust I
Delaware
Trustmark Securities, Inc. (1) (inactive)
Mississippi
Southern Community Capital, LLC (1)
Mississippi
(1)
Subsidiary of Trustmark National Bank.
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement (No. 333-213637, 333-124772, 333-124178) on Form S-8 of Trustmark Corporation as
of our report dated February 19, 2025 relating to the consolidated balance sheets of Trustmark Corporation and subsidiaries as of December 31, 2024, and 2023
and the consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows of the three-year period ended December 31,
2024, and effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of Trustmark Corporation and subsidiaries
for the year ended December 31, 2024.
/s/ Crowe LLP
Fort Lauderdale, Florida
February 19, 2025
Exhibit 31-a
TRUSTMARK CORPORATION
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Duane A. Dewey, certify that:
(1)
I have reviewed this Annual Report on Form 10-K of Trustmark Corporation;
(2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
(5)
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
BY:
/s/ Duane A. Dewey
Duane A. Dewey
President and Chief Executive Officer
DATE:
February 19, 2025
Exhibit 31-b
TRUSTMARK CORPORATION
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas C. Owens, certify that:
(1)
I have reviewed this Annual Report on Form 10-K of Trustmark Corporation;
(2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
(5)
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
BY:
/s/ Thomas C. Owens
Thomas C. Owens
Treasurer and Principal Financial Officer
DATE:
February 19, 2025
Exhibit 32-a
TRUSTMARK CORPORATION
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Trustmark Corporation (Trustmark) on Form 10-K for the fiscal year ended December 31, 2024, as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Duane A. Dewey, President and Chief Executive Officer of Trustmark, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Trustmark.
BY:
/s/ Duane A. Dewey
Duane A. Dewey
President and Chief Executive Officer
DATE:
February 19, 2025
Exhibit 32-b
TRUSTMARK CORPORATION
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Trustmark Corporation (Trustmark) on Form 10-K for the fiscal year ended December 31, 2024, as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Thomas C. Owens, Treasurer and Principal Financial Officer of Trustmark, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Trustmark.
BY:
/s/ Thomas C. Owens
Thomas C. Owens
Treasurer and Principal Financial Officer
DATE:
February 19, 2025