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Table of Contents

7777F

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, 2025

Commission File Number: 0-24649

Graphic

REPUBLIC BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky

61-0862051

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

601 West Market Street, Louisville, Kentucky

40202

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 584-3600

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common

RBCAA

The NASDAQ Stock Market

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

None

(Title of Class)

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 15(d) of the Exchange 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant 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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $620,362,810 (for purposes of this calculation, the market value of the Class B Common Stock was based on the market value of the Class A Common Stock into which it is convertible).

The number of shares outstanding of the registrant’s Class A Common Stock and Class B Common Stock, as of February 27, 2026 was 17,461,076 and 2,148,269.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held April 23, 2026 are incorporated by reference into Part III of this Form 10-K.

Table of Contents

TABLE OF CONTENTS

PART I

  ​ ​ ​

  ​ ​ ​

 

Item 1.

Business.

6

Item 1A.

Risk Factors.

28

Item 1B.

Unresolved Staff Comments.

39

Item 1C.

Cybersecurity

39

Item 2.

Properties.

41

Item 3.

Legal Proceedings.

42

Item 4.

Mine Safety Disclosures.

42

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

43

Item 6.

[Reserved]

44

Item 7.

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

45

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

93

Item 8.

Financial Statements and Supplementary Data.

94

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

180

Item 9A.

Controls and Procedures.

180

Item 9B.

Other Information.

181

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

181

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

181

Item 11.

Executive Compensation.

182

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

183

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

183

Item 14.

Principal Accountant Fees and Services.

183

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

184

Item 16.

Form 10-K Summary.

190

Signatures

191

2

Table of Contents

GLOSSARY OF TERMS

The terms identified in alphabetical order below are used throughout this Form 10-K. You may find it helpful to refer to this page as you read this report.

Term

  ​ ​ ​

Definition

  ​ ​ ​

Term

  ​ ​ ​

Definition

  ​ ​ ​

Term

  ​ ​ ​

Definition

2024 Tax Season

December 2023 through February 2024

Diluted EPS

Diluted earnings per Class A Common Share

NA

Not Applicable

2025 Tax Season

December 2024 through February 2025

Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act

NASDAQ

The NASDAQ Stock Market LLC

2026 Tax Season

December 2025 through February 2026

DTA

Deferred Tax Assets

NIM

Net Interest Margin

ACH

Automated Clearing House

DTL

Deferred Tax Liabilities

NM

Not Meaningful

ACLC

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

EBITDA

Earnings Before Interest, Taxes, Depreciation and Amortization

NOW

Negotiable Order of Withdrawal account

ACLL

Allowance for Credit Losses on Loans

EGRRCPA

Economic Growth, Regulatory Relief and Consumer Protection Act of 2018

OBS

Off-Balance Sheet

ACLS

Allowance for Credit Losses on Securities

ELC

Executive Loan Committee

OCI

Other Comprehensive Income

AFS

Available-for-Sale

ERA

Early Season Refund Advance

OFAC

Office of Foreign Asset Control

AI

Artificial Intelligence

ESPP

Employee Stock Purchase Plan

OREO

Other Real Estate Owned

Allowance

Allowance for Losses

EVP

Executive Vice President

PCD

Purchased Credit Deteriorated

AML

Anti-Money Laundering

Exchange Act

Securities Exchange Act of 1934, as amended

PD

Probability of Default

AOCI

Accumulated Other Comprehensive Income

FD

Regulation Fair Disclosure

PATH Act

Protecting Americans from Tax Hikes of 2015

ARM

Adjustable Rate Mortgage

FDIA

Federal Deposit Insurance Act

POS

Point of Sale

ASC

Accounting Standards Codification

FDIC

Federal Deposit Insurance Corporation

Prime

The Wall Street Journal Prime Interest Rate

ASU

Accounting Standards Update

FDICIA

Federal Deposit Insurance Corporation Improvement Act

Provision

Provision for Expected Credit Loss Expense

ATM

Automated Teller Machine

FFTR

Federal Funds Target Rate

PSU

Performance Stock Unit

Basic EPS

Basic earnings per Class A Common Share

FHC

Financial Holding Company

R&D

Research and Development

BHC

Bank Holding Company

FinTech

Financial Technology

RA

Refund Advance

BHCA

Bank Holding Company Act

FHLB

Federal Home Loan Bank

RB&T / the Bank

Republic Bank & Trust Company

Board

Board of Directors

FHLMC

Federal Home Loan Mortgage Corporation or Freddie Mac

RBF

Republic Bank Finance

BOLI

Bank Owned Life Insurance

FICO

Fair Isaac Corporation

RCS

Republic Credit Solutions segment

BPO

Broker Price Opinion

FNMA

Federal National Mortgage Association or Fannie Mae

Republic / Company

Republic Bancorp, Inc.

BSA

Bank Secrecy Act

FOMC

Federal Open Market Committee

ROA

Return on Average Assets

C&I

Commercial & Industrial

FRB

Federal Reserve Bank

ROE

Return on Average Equity

C&LD

Construction & Land Development

FTE

Full Time Equivalent

RPG

Republic Processing Group division

CAMELS

Capital adequacy, Asset quality, Management quality, Earnings, Liquidity, and Sensitivity to market risk.

FTP

Funds Transfer Pricing

RPS

Republic Payment Solutions segment

CBLR

Community Bank Leverage Ratio

GAAP

Generally Accepted Accounting Principles in the United States

RT

Refund Transfer

CCAD

Commercial Credit Administration Department

GLBA

Gramm-Leach-Bliley Act

RRE

Residential Real Estate

CCPA

California Consumer Privacy Act

GNMA

Ginnie Mae

S&P

Standard and Poor's

CDI

Core Deposit Intangible

HEAL

Home Equity Amortizing Loan

SAC

Special Asset Committee

CECL

Current Expected Credit Losses

HELOC

Home Equity Line of Credit

SBA

Small Business Administration

CEO

Chief Executive Officer

HFS

Held for Sale

Securities Act

Securities Act of 1933, as amended

CFO

Chief Financial Officer

HTM

Held-to-Maturity

SEC

Securities and Exchange Commission

CISO

Chief Information Security Officer

IRS

Internal Revenue Service

SERP

Supplemental Executive Retirement Plan

CLO

Chief Lending Officer

ITM

Interactive Teller Machine

SOFR

Secured Overnight Financing Rate

CFPB

Consumer Financial Protection Bureau

KDFI

Kentucky Department of Financial Institutions

SSUAR

Securities Sold Under Agreements to Repurchase

CMO

Collateralized Mortgage Obligation

LOC

Line of Credit

SVP

Senior Vice President

CODM

Chief Operating Decision Maker

LOC I

RCS product introduced in 2014 for which the Bank participates out a 90% interest and holds a 10% interest

TBA

To be Announced

Core Bank

The Traditional Bank and Warehouse Lending reportable segments

LOC II

RCS product introduced in 2021 for which the Bank participates out a 95% interest and holds a 5% interest

TDR

Troubled Debt Restructuring

CPRA

California Privacy Rights and Enforcement Act

LRA

Lender Risk Account

TRS

Tax Refund Solutions segment

CRA

Community Reinvestment Act

LTV

Loan to Value

TRUP

Trust Preferred Security

CRE

Commercial Real Estate

MBS

Mortgage-Backed Security

U.S.

United States

DDA

Demand Deposit Account

MSR

Mortgage Servicing Right

Warehouse

Warehouse Lending segment

DIF

Deposit Insurance Fund

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Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K (this “report”) contains statements relating to future results of Republic Bancorp, Inc. that are considered “forward-looking” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements are principally, but not exclusively, contained in Part I Item 1 “Business,” Part I Item 1A “Risk Factors,” and Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied in such statements. These statements are often, but not always, identified by words or phrases such as “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or similar expressions. Forward-looking statements are not historical facts; rather, they are based on current expectations, estimates, and projections about the Company’s industry, management’s beliefs, and certain assumptions made by management—many of which are inherently uncertain and beyond management’s control.

Forward-looking statements detail management’s expectations regarding the future and are based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date forward-looking statements are made, except as required by applicable law.

There is no assurance that the following list of risks and uncertainties is complete. However, risks and uncertainties that could cause actual results to differ materially from those expressed in forward-looking statements include:

Financial, Economic, and Market Risks

Litigation and regulatory outcomes, including liabilities, costs, expenses, settlements, judgments, or adverse decisions in litigation or regulatory proceedings.
Interest rate fluctuations and U.S. Treasury yield curve shifts, which may affect the Company’s net interest income, NIM, mortgage banking operations, warehouse lending operations and overall interest rate risk profile.
Magnitude and frequency of changes to the FFTR implemented by the FOMC.
Changes in fiscal, monetary, tax, or regulatory policies, including federal and/or statutory tax rates, regulatory rules or standards, which may impact the Company’s operations and compliance requirements.
Changes in ASUs, including the introduction of new accounting standards that may affect financial reporting and disclosures.
Economic and political conditions, including inflation, recession, geopolitical developments, risk of further government shutdowns, and U.S government efforts to control related trends, which could disrupt financial markets, consumer confidence, or spending behaviors.
Market volatility and capital market disruptions, including liquidity pressures and pricing shifts that may affect investment securities, funding sources, and investor sentiment.
Disruption of the U.S. and global financial system, including volatility in the capital and bond markets, inflationary pressures, tariffs, threats to the FRB’s independence and potential global economic downturns.
Changes in investor sentiment or behavior, which may affect the Company’s stock price, funding costs, and strategic flexibility.
Changes in consumer/business spending or savings behavior, which may impact loan demand, deposit levels, and overall economic activity.

Credit and Liquidity Risks

Ability to effectively manage capital and liquidity, particularly during periods of economic stress or market disruption.
Credit quality deterioration, including changes in customer and counterparty creditworthiness, the ACLL, the ACLC, charge-offs, or impairments in investment securities, goodwill, MSR’s, or DTA’s.
Accuracy of assumptions and estimates, including those used in establishing the ACLL, ACLC, and other financial models.
Model risk, including reliance on complex financial models for CECL, fair value, and stress testing, and the potential for material error or miscalibration.

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Operational and Strategic Execution Risks

Competitive product and pricing pressures across the Company’s five reportable segments, which may impact volume, market share, margins, and profitability.
Projections of financial performance, including incorrect assumptions by management of future financial performance regarding revenue, expenses, cost saving opportunities, capital expenditures, EPS, dividends, and capital structure, which may differ materially from actual results.
Operational changes and integration risk, including:
oFinancial and operational impact thresholds that trigger enhanced governance reviews;
oIntegration challenges from acquired institutions, new systems and related savings realization;
oAI, particularly generative AI, adoption risks including performance failures, bias, or reliance on third-party AI vendors, and more effective adoption by industry competitors;
oThird-party/vendor dependencies, including contractual, data security, and operational integrity risks; and
oCross-departmental impact, which introduces complexity and coordination risk, potentially requiring multiple governance body reviews.
Dependence on key contracts and partners, including:
oNon-renewal of major contracts (e.g., with marketer-servicers in TRS);
oAbility to qualify for or realize tax-credit incentives;
oAchievement of cost savings from system implementations; and
oReplacement of lost revenue from expiring or terminated arrangements.
ERA/RA and RT volume realization risk, including the ability of Tax Providers to successfully market and deliver expected volumes.
RPS’ largest segment marketer-servicer’s ability to meet minimum contractual average deposit thresholds to earn revenue share payments.
Qualification for future R&D federal tax credits.

Technology, Cybersecurity, and Compliance Risks

Technology and cybersecurity risk, including internal control deficiencies, system failures, cyberattacks, data breaches, business continuity issues, and third-party service disruptions.
Ability to maintain the security of financial, accounting, technology, data processing, and operational systems, including resilience against unauthorized access or system failures.
Ability to withstand disruptions caused by failures of third-party systems or vendors.
Effectiveness of the Company’s risk management and governance framework, including internal control environment, disclosure controls, AML/OFAC compliance, third-party risk management and Board and audit committee of the Board oversight.
Data privacy and regulatory compliance risk, including evolving federal and state privacy laws (such as GLBA, CCPA, CPRA) and potential for regulatory penalties or reputational harm.

Environmental, Social, and Geopolitical Risks

Operational disruptions from natural disasters, pandemics, climate-related physical risks, and sustainability-related reputation or regulatory concerns.
Exposure to climate-related transition risks, including regulatory shifts, carbon pricing, and potential stranded asset exposures.
Geopolitical and supply chain risk, including trade tensions, regional conflicts, and disruptions to vendor or operational continuity.

Other Risks

Other risks and uncertainties reported from time to time in the Company’s reports with the SEC, including in Part I Item 1A “Risk Factors.”

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PART I

Item 1. Business.

OVERVIEW

The consolidated financial statements included in this report include the accounts of Republic Bancorp, Inc. and its wholly owned subsidiary, Republic Bank & Trust Company. As used in this report, the terms “Republic,” the “Company,” “we,” “our,” and “us” refer to Republic Bancorp, Inc. and, where the context requires, Republic Bancorp, Inc. and its subsidiary. The term the “Bank” refers to the Company’s subsidiary bank, Republic Bank & Trust Company, as well as its wholly owned subsidiary, RBT Insurance Agency LLC. The Company dissolved Republic Insurance Services, Inc., its former insurance captive subsidiary, in 2023. All significant intercompany balances and transactions are eliminated in consolidation.

Republic is an FHC headquartered in Louisville, Kentucky, which is the most populous city in Kentucky. The Bank is a Kentucky-based, state-chartered non-member financial institution that provides both traditional and non-traditional banking products and services through five reportable segments using a multitude of delivery channels. While the Bank operates primarily in its geographical market footprint where it has physical locations, its non-brick-and-mortar delivery channels allow it to reach clients across the U.S.

The principal business of Republic is directing, planning, and coordinating the business activities of the Bank. The financial condition and results of operations of Republic are primarily dependent upon the results of operations of the Bank. As of December 31, 2025, Republic had total assets of $7.04 billion, total loans of $5.45 billion, total deposits of $5.20 billion, and total stockholders’ equity of $1.10 billion. Based on total assets as of December 31, 2025, Republic ranked as the second largest Kentucky-based FHC. The executive offices of Republic are located at 601 West Market Street, Louisville, Kentucky 40202, telephone number (502) 584-3600. The Company’s website address is www.republicbank.com.

AVAILABLE INFORMATION

The Company makes 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, available free of charge through its website, https:republicbank.q4ir.com, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. The Company also uses its Investor Relations website to disclose material non-public information and may use the site to satisfy its disclosure obligations under Regulation FD. Accordingly, the Company encourages investors, the media, and other interested parties to review the information posted on the Investor Relations website. The website address is provided for informational purposes only; it is not intended to be an active link. The information provided on the Company’s website is not part of this report, and is therefore not incorporated by reference, unless that information is otherwise specifically referenced elsewhere in this report.

The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy statements, information statements, and other information regarding issuers that file electronically with the SEC.

Also available on the Company’s website are its Code of Conduct and Ethics, the charter of each active committee of the Board, and other materials outlining the Company's corporate governance practices. If the Company amends or grants a waiver of one or more of the provisions of its Code of Conduct and Ethics, the Company intends to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of the Company’s Code of Conduct and Ethics that apply to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting the required information on our corporate website at www.republicbank.com.

BUSINESS SEGMENTS

The Company’s Executive Chair/CEO serves as the Company’s CODM. Income before income tax expense is the reportable measure of segment profit or loss that the CODM regularly reviews and utilizes to allocate resources and evaluate performance.

As of December 31, 2025, the Company was divided into five reportable segments: (I) Traditional Banking, (II) Warehouse Lending, (III) TRS, (IV) RPS, and (V) RCS. Management considers the first two segments to collectively constitute “Core Bank” or “Core Banking” operations, while the last three segments collectively constitute RPG operations.

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Core Banking Operations:

The Core Bank consists of the Traditional Banking and Warehouse Lending segments.

(I)Traditional Banking segment

The Traditional Banking segment provides traditional banking products and services primarily to customers in the Company’s market footprint, with all products and services generally offered under the Company’s traditional RB&T brand. As of December 31, 2025, Republic had 47 full-service banking centers with locations as follows:

Kentucky — 29

Metropolitan Louisville — 19

Central Kentucky — 6

Georgetown — 1

Lexington — 5

Northern Kentucky (Metropolitan Cincinnati) — 4

Bellevue— 1

Covington — 1

Crestview Hills — 1

Florence — 1

Indiana — 3

Southern Indiana (Metropolitan Louisville) — 3

Floyds Knobs — 1

Jeffersonville — 1

New Albany — 1

Florida — 7

Metropolitan Tampa — 7

Ohio — 4

Metropolitan Cincinnati — 4

Tennessee — 4

Metropolitan Nashville — 4

Traditional Banking results of operations are primarily dependent upon net interest income, which represents the difference between the interest income and fees on interest-earning assets and the interest expense on interest-bearing liabilities used to fund those assets. Principal interest-earning Traditional Banking assets represent investment securities and commercial and consumer loans primarily secured by real estate and/or personal property. Interest-bearing liabilities primarily consist of interest-bearing deposit accounts, SSUAR, and short-term and long-term borrowing sources. FHLB advances have traditionally served as a significant borrowing and liquidity source for the Bank. Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities, as well as market interest rates.

Other sources of Traditional Banking income include service charges on consumer and commercial deposit accounts, mortgage banking income, debit and credit card interchange fee income, title insurance commissions, swap fee income and increases in the cash surrender value of BOLI.

Traditional Banking operating expenses consist primarily of salaries and employee benefits; technology, equipment, and communication; occupancy; interchange related expense; marketing and development; FDIC insurance expense; and various other general and administrative costs. Traditional Banking results of operations are significantly impacted by general economic and competitive conditions, particularly changes in market interest rates, government laws and policies, and actions of regulatory agencies.

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Traditional Bank lending activities consist of the following:

Retail Mortgage Lending — Through its retail banking centers and its online Consumer Direct channel, the Bank originates single-family RRE loans and HELOCs which are typically indexed to Prime. In addition, the Bank originates HEALs through its retail banking centers. Such loans are generally collateralized by owner-occupied, RRE properties. For those loans originated through the Bank’s retail banking centers, the collateral is predominately located in the Bank’s market footprint, while loans originated through its Consumer Direct channel are generally secured by owner-occupied collateral located within and outside of the Bank’s market footprint.

The Bank offers single-family, first-lien RRE ARMs with interest rate adjustments tied to the SOFR index with specified minimum and maximum adjustments. The Bank generally charges a premium interest rate for its ARMs if the property is nonowner-occupied. The interest rates on the majority of ARMs are adjusted after their fixed rate periods on an annual or semi-annual basis, with most having annual and lifetime limitations on upward rate adjustments to the loan. These loans typically feature amortization periods of up to 30 years and have fixed interest-rate periods generally ranging from five to seven years, with demand dependent upon market conditions. While there is no requirement for clients to refinance their loans at the end of the fixed-rate period, clients have historically done so the majority of the time, as most clients are interest-rate-risk averse on first-lien mortgage loans.

Single-family, first-lien RRE loans with fixed-rate periods of 15, 20, and 30 years are primarily originated and sold into the secondary market. MSR’s attached to the sold portfolio are either sold along with the loan or retained. Loans sold into the secondary market, along with their corresponding MSR’s, are included as a component of the Company’s Traditional Banking segment, as discussed elsewhere in this report. The Bank, as it has in the past, may retain such longer-term, fixed-rate loans from time to time in the future to help combat NIM compression.

As part of the sale of loans with servicing retained, the Bank records MSR’s. MSR’s represent an estimate of the present value of future cash servicing income, net of estimated costs, which the Bank expects to receive on loans sold with servicing retained by the Bank. MSR’s are capitalized as separate assets. This transaction is posted to net gain on sale of loans, a component of noninterest income under “mortgage banking income” in the income statement. Management considers all relevant factors, in addition to pricing considerations from other servicers, to estimate the fair value of the MSR’s to be recorded when the loans are initially sold with servicing retained by the Bank. The carrying value of MSR’s is initially amortized in proportion to and over the estimated period of net servicing income. MSR amortization is recorded as a reduction to net servicing income.

With the assistance of an independent third-party, the MSR’s asset is reviewed at least quarterly for impairment based on the fair value of the MSR’s using groupings of the underlying loans based on predominant risk characteristics. Any impairment of a grouping is reported as a valuation allowance. A primary factor influencing the fair value is the estimated remaining life of the underlying loans serviced which is significantly influenced by market interest rates. During a period of declining interest rates, the fair value of the MSR’s is expected to decline due to increased anticipated prepayment speeds within the portfolio. Alternatively, during a period of rising interest rates, the fair value of MSR’s would be expected to increase as prepayment speeds on the underlying loans would be expected to decline.

The Bank does, on occasion, purchase single-family, first-lien RRE loans made to low-to-moderate income borrowers and/or secured by property located in low-to-moderate income areas, which assists the Bank in meeting its obligations under the CRA. In connection with loan purchases, the Bank receives various representations and warranties from the sellers regarding the quality and characteristics of the loans.

Correspondent Lending — During 2014, 2015 and 2023, the Bank purchased select blocks of single family, first-lien mortgage loans for investment from Warehouse Lending clients through its Correspondent Lending channel. These loans were purchased at a premium that is amortized into interest income over the expected life of the loan utilizing the level-yield. Loans acquired through the Correspondent Lending channel are generally made to borrowers outside of the Bank’s historical market footprint. During the first quarter of 2024, management elected to sell $67 million of the loans purchased in 2023 and the sale was completed during the second quarter of 2024.

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Commercial Lending — As described in detail below, the Bank conducts commercial lending activities primarily through the following groups/divisions: Corporate Banking, CRE Banking, Commercial Banking, Business Banking, Private Banking, and Retail Banking channels and clients are primarily located within the Bank’s market footprint or in an adjoining market. In general, all commercial lending credit approvals and processing are prepared and underwritten through the Bank’s centralized CCAD.

Credit opportunities are generally driven by the following: companies expanding their businesses; companies acquiring new businesses; and/or companies refinancing existing debt from other institutions. The Bank has a primary focus on C&I, CRE, and multi-family lending.

C&I loans typically include those secured by general business assets, which consist of equipment, accounts receivable, inventory, and other business assets owned by the borrower/guarantor. Credit facilities include annually renewable LOCs and term loans with maturities typically ranging from three to five years and may also involve financial covenant requirements. These requirements are monitored by the Bank’s CCAD. Underwriting for C&I loans is based upon the borrower’s capacity to repay these loans from operating cash flows, typically measured by EBITDA, with capital strength, collateral, and management experience also important underwriting considerations. The targeted C&I credit size for client relationships is typically between $1 million and $10 million, with higher targets between $10 million and $35 million targeted by the Corporate Banking group.

CRE and multi-family loans are typically secured by improved property such as office buildings, medical facilities, retail centers, warehouses, apartment buildings, condominiums, schools, religious institutions, and other types of commercial use property. The CRE Banking group, which launched in 2022, focuses on large CRE projects, typically in amounts from $5 million to $25 million. Borrowers are generally single-asset entities and the underlying collateral is nonowner-occupied. Primary underwriting considerations are cash flow projections (current and historical), financial capacity of sponsors, and collateral value financed.

Fixed rate financing and reciprocal interest rate swaps are used as well. Given the size of these credits, the Bank generally seeks established, well-known borrowers and projects with low credit risk.

The Commercial Banking group focuses on small and medium-sized C&I and CRE owner-occupied opportunities. Borrowers are generally single-asset entities and loan sizes typically range from $1 million to $5 million. As with Corporate Banking, the primary underwriting considerations are cash flow projections (current and historical), quality of leases, financial capacity of sponsors, and collateral value of property financed. Interest rates offered are based on both fixed and variable interest-rate formulas.

The Business Banking group, reporting under Retail Banking in most markets, focuses on locally based small businesses in the Bank’s market footprint with primary annual revenues up to $10 million and borrowings between $350,000 and $1 million. The needs of these clients range from expansion or acquisition financing, equipment financing, owner-occupied real estate financing, and smaller operating lines of credit.

The Bank is an SBA Preferred Lending Partner, which allows the Bank to underwrite and approve its own SBA loans in an expedited manner. The Bank makes loans to borrowers generally up to $3 million under both the SBA “7A Program” and the “504 Program” for CRE owner-occupied opportunities. The Bank utilizes these programs to reduce credit risk exposure.

Lease financing receivables, which are generally direct financing leases, are reported at their principal balance outstanding, including any lease residual amount, net of any unearned income, deferred loan fees and costs, and applicable ACLL. Leasing income is recognized on the basis that achieves a constant periodic rate of return on the outstanding lease financing balances over the lease terms. During the fourth quarter of 2025, approximately $82 million of loans and leases were reclassified from held for investment to HFS, as the Bank entered into an Asset Purchase Agreement to sell its St. Louis-based RBF operations during December 2025. The transaction closed in February 2026 and the Company recorded a gain, net of broker commissions, of $6 million as a result of the sale in the first quarter of 2026. See additional discussion under the section titled “Recent Developments” of Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Construction & Land Development Lending — The Bank originates business loans for the construction of both single-family, residential properties and commercial properties (apartment complexes, shopping centers and office buildings) to borrowers primarily located within the Bank’s market footprint or in an adjoining market. While not a major focus for the Bank, the Bank may originate loans for the acquisition and development of residential or commercial land into buildable lots.

Single-family, residential-construction loans are made in the Bank’s market area to established homebuilders with solid financial records. The majority of these loans are made for “contract” homes that the builder has already pre-sold to a homebuyer.

Commercial-construction loans are made in the Bank’s market to established commercial builders/developers with solid financial records. Typically, these loans are made for investment properties and have tenants pre-committed for some or all of the space. Generally, commercial-construction loans are made for the duration of the construction period and slightly beyond and will either convert to permanent financing with the Bank or with another lender at or before maturity.

Construction-to-permanent loans are another type of construction-related financing that the Bank offers. These loans are made to borrowers who are going to build a property and retain it for ownership after construction completion. These loans are offered on both owner-occupied and nonowner-occupied CRE.

Consumer Lending — Traditional Banking consumer loans include home improvement and home equity loans, other secured and unsecured personal loans, and credit cards originated to borrowers primarily located within the Bank’s market footprint or in an adjoining market. In 2024, the Traditional Bank ceased originating new consumer credit cards and sold its $5 million portfolio in the second quarter of 2025. Except for home equity loans, which are actively marketed in conjunction with single family, first lien RRE loans, other Traditional Banking consumer loan products while available, are not and have not been actively promoted in the Bank’s markets.

Aircraft Lending — Aircraft loans are typically made to purchase or refinance personal aircrafts, along with engine overhauls and avionic upgrades with borrowers across the U.S. Loans typically range between $200,000 and $4 million in size and have terms up to 20 years. The credit characteristics of an aircraft borrower are higher than a typical consumer in that they must demonstrate and indicate a higher degree of creditworthiness for approval.

The Bank’s other Traditional Banking activities generally consist of the following:

Private Banking — The Bank provides financial products and services to high-net-worth individuals through its Private Banking department. The Bank’s Private Banking officers have extensive banking experience and are trained to meet the unique financial needs of this clientele.

Treasury Management Services — The Bank provides various deposit products designed for commercial business clients located throughout its market footprint. Lockbox processing, remote deposit capture, business on-line banking, account reconciliation, and ACH processing are additional services offered to commercial businesses through the Bank’s Treasury Management department. Treasury Management officers work closely with commercial and retail officers to support the cash management needs of Bank clients.

Internet Banking — The Bank expands its market penetration and service delivery of its RB&T brand by offering clients Internet Banking services and products through its website, www.republicbank.com.

Mobile Banking — The Bank allows clients to securely access and manage their accounts through its mobile banking application.

Other Banking Services — The Bank also provides title insurance and other financial institution related products and services.

Bank Acquisitions — The Bank maintains an acquisition strategy to selectively grow its franchise as a complement to its organic growth strategies.

See additional discussion regarding the Traditional Banking segment under the Footnote titled “Segment Information” of Part II Item 8 “Financial Statements and Supplementary Data.”

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(II)Warehouse Lending segment

The Core Bank provides short-term, revolving credit facilities to mortgage bankers across the U.S. through mortgage warehouse lines of credit. These credit facilities are primarily secured by single-family, first-lien RRE loans. The credit facility enables the mortgage banking clients to close single-family, first-lien RRE loans in their own name and temporarily fund their inventory of these closed loans until the loans are sold to investors approved by the Bank. Individual loans are expected to remain on the warehouse LOC for an average of 15 to 30 days. Advances for reverse mortgage loans and construction loans typically remain on the LOC longer than conventional mortgage loans. Interest income and loan fees are accrued for each individual advance during the time the advance remains on the warehouse LOC and collected when the loan is sold. The Core Bank receives the sale proceeds of each loan directly from the investor and applies the funds to pay off the warehouse advance and related accrued interest and fees. The remaining proceeds are credited to the mortgage banking client.

See additional discussion regarding the Warehouse Lending segment under the Footnote titled “Segment Information” of Part II Item 8 “Financial Statements and Supplementary Data.”

Republic Processing Group Operations:

Republic Processing Group consists of the Tax Refund Solutions, Republic Payment Solutions and Republic Credit Solutions segments.

(III)Tax Refund Solutions segment

Through the TRS segment, the Bank facilitates the receipt and payment of federal and state tax refund products and offers a credit product through third-party tax preparers across the U.S., as well as through tax-preparation software providers that offer Republic Bank ERAs, RAs and RTs (collectively, the “Tax Providers”). The substantial majority of TRS’s business activity occurs during the first half of each year, while the second half of the year is characterized by limited revenue and costs associated with preparing for the upcoming tax season.

Contract Expiration:

As previously disclosed, the Company’s largest Tax Provider contract within TRS based on product volume expired in October 2025 and the Company did not enter into a new contract with this Tax Provider for the 2026 Tax Season (which began in December 2025).

ERAs/RAs originated through this Tax Provider represented approximately 67% of total ERA/RA dollars originated through TRS from December 2024 through February 2025. As a result, ERA/RA fee income attributable to this Tax Provider accounted for 61% of TRS’s total ERA/RA fee income for the 2025 calendar year, 88% for the fourth quarter of 2024 and 0% during the fourth quarter of 2025, respectively.

In addition, the Provision for ERAs/RAs originated through this Tax Provider represented 58% of TRS’s total ERA/RA Provision for the 2025 calendar year, 96% for the fourth quarter of 2024 and 0% for the fourth quarter of 2025, respectively.

Net RT revenue generated from this Tax Provider accounted for approximately 20% of TRS’s total net RT revenue for the 2025 calendar year. RT revenue recognized in the fourth quarter of any year is minimal, as the RT product is primarily earned and recognized during the first half of the year.

Management estimates that the TRS segment earned approximately $6 million of pre-tax net income from this expiring contract during the twelve month period from October 1, 2024 through September 30, 2025, which the Company considers to be TRS’s fiscal operating year. Management further estimates that the TRS segment earned approximately $13 million of pre-tax net income from this expiring contract for the 2025 calendar year.

Management does not believe that the net revenue from this Tax Provider will be replaced during the 2026 calendar year.

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Refund Advances:

The RA loan product is a loan made in conjunction with the filing of a taxpayer’s federal tax return, which allows the taxpayer to borrow funds as an advance of a portion of their tax refund. The RA product had the following features during the 2024, 2025, and 2026 Tax Seasons:

Offered only during the first two months of each year;
The taxpayer was given the option to choose from multiple loan-amount tiers, subject to underwriting, up to a maximum advance amount of $6,500 for the 2024 Tax Season and $6,250 for both the 2025 and 2026 Tax Seasons;
No requirement that the taxpayer pays for another bank product, such as an RT;
Multiple disbursement methods were available through most Tax Providers, including direct deposit, prepaid card, or check, based on the taxpayer-customer’s election;
Repayment of the RA to the Bank via deduction from the taxpayer’s tax refund proceeds; and
If a tax refund is insufficient to repay the RA:
there is no recourse to the taxpayer,
no negative credit reporting on the taxpayer, and
no collection efforts against the taxpayer.

Early Season Refund Advances:

Since its introduction in December of 2022, the ERA loan product has been structured similarly to the RA, with the primary differences being the timing of when the ERAs are originated and the documentation available to underwrite the ERAs. The ERA is originated prior to the taxpayer receiving their fiscal year taxable income documentation, such as Form W-2, and the filing of the taxpayer’s final federal tax return. As such, the Company generally uses paystub information to underwrite the ERA. The repayment of the ERA is incumbent upon the taxpayer client returning to the Bank’s Tax Provider for the filing of their final federal tax return in order for the tax refund to potentially be received by the Bank from the federal government to pay off the advance. The ERA product had the following features during the 2024, 2025 and 2026 Tax Seasons:

Only offered during December and the following January in connection with the upcoming first quarter tax business for each period;
The taxpayer was given the option to choose from multiple loan-amount tiers, subject to underwriting, up to a maximum advance amount of $1,000 for the 2024 Tax Season and $2,000 for both the 2025 and 2026 Tax Seasons;
No requirement that the taxpayer pays for another bank product, such as an RT;
Multiple disbursement methods available through most Tax Providers, including direct deposit or prepaid card, based on the taxpayer-customer’s election;
Repayment of the ERA to the Bank via deduction from the taxpayer’s tax refund proceeds; and
If a tax refund is insufficient to repay the ERA, including but not limited to the failure to file a final federal tax return through a Republic Tax Provider:
there is no recourse to the taxpayer,
no negative credit reporting on the taxpayer, and
no collection efforts against the taxpayer.

The Company reports fees earned for ERAs/RAs as “Interest income on loans.” The number of days for delinquency eligibility is based on management’s annual analysis of tax return processing times. RAs, including ERAs that were originated related to the first quarter 2024 Tax Season were repaid, on average, within 32 days after the taxpayer’s tax return was submitted to the applicable taxing authority. Since ERAs/RAs do not have a contractual due date, the Company considered the advance delinquent during 2025 if it remained unpaid 35 days after the taxpayer’s tax return was submitted to the applicable taxing authority.

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Provisions on ERAs/RAs are estimated when advances are made. Unpaid ERAs/RAs, related to the first quarter tax filing season of a given year are considered delinquent at June 30th of that year and charged-off. In addition, as of June 30, 2025, RAs that were subject to Tax Provider loan loss guarantees were charged-off and immediately recorded as recoveries of previously charged-off loans with corresponding receivables recorded in other assets for the Tax Provider guarantees. Corresponding receivables are settled during the third quarter of each year. RAs collected during the second half of each year, not subject to loan loss guarantee arrangements, are recorded as recoveries of previously charged-off loans.

Related to the overall credit losses on ERAs/RAs, the Bank’s ability to control losses is highly dependent upon its ability to predict the taxpayer’s likelihood to receive the tax refund as claimed on the taxpayer’s tax return. In addition, the Bank’s ability to control losses for the ERA product is highly dependent upon the taxpayer returning to a Tax Provider for the filing of their final tax return. Each year, the Bank’s ERA/RA approval model is based primarily on the prior-year’s tax refund payment patterns. Because the substantial majority of the ERA/RA volume occurs each year before that year’s tax refund payment patterns can be analyzed and subsequent underwriting changes implemented, credit losses during a given year could be higher than management’s predictions if tax refund payment patterns change materially between years.

In response to changes in the legal, regulatory, and competitive environment, management annually reviews and revises the ERA/RA product parameters. Changes in product parameters do not ensure positive results and could have an overall material negative impact on the performance of all ERA/RA product offerings and therefore on the Company’s financial condition and results of operations.

See additional discussion regarding the ERA/RA products under the sections titled:

Part I Item 1A “Risk Factors”
Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
Part II Item 8 “Financial Statements and Supplementary Data,” Footnote titled “Loans and Allowance for Credit Losses”

Refund Transfers:

RTs are fee-based products whereby a tax refund is issued to the taxpayer after the Bank has received the refund from the federal or state government. There is no credit risk or borrowing cost associated with these products because they are only delivered to the taxpayer upon receipt of the tax refund directly from the governmental paying authority. An RT allows a taxpayer to pay any applicable tax preparation and filing related fees directly from his federal or state government tax refund, with the remainder of the tax refund disbursed directly to the taxpayer. RT fees and all applicable tax preparation, transmitter, audit, and any other taxpayer authorized amounts are deducted from the tax refund by either the Bank or the Bank’s service provider and automatically forwarded to the appropriate party as authorized by the taxpayer. The remainder of the refund is disbursed to the taxpayer by a Bank check, direct deposit to the taxpayer’s personal bank account, or loaded to a prepaid card.

The Company executes contracts with individual Tax Providers to offer RTs to their taxpayer customers. RT revenue is recognized by the Bank immediately after the taxpayer’s refund is disbursed in accordance with the RT contract with the taxpayer customer. The fee paid by the taxpayer for the RT is shared between the Bank and the Tax Providers based on contracts executed between the parties.

The Company presents RT revenue net of any amounts shared with the Tax Providers. The Bank’s share of RT revenue is generally based on the obligations undertaken by the Tax Provider for each individual RT program, with more obligations generally corresponding to higher RT revenue share. The significant majority of net RT revenue is recognized and obligations under RT contracts fulfilled by the Bank during the first half of each year. Incremental expenses associated with the fulfilment of RT contracts are generally expensed during the first half of each year. Fees earned by the Company on RTs, net of revenue share, are reported as noninterest income under the line item “Net refund transfer fees.”

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(IV)Republic Payment Solutions segment

The RPS segment offers a range of payment-related products and services to consumers through third-party service providers. Through the Bank, the RPS segment offers both issuing solutions and money movement capabilities.

Issuing Solutions:

The RPS segment offers prepaid and debit solutions primarily marketed to the consumer industry. Prepaid solutions include the issuing of payroll and general purpose reloadable cards. Characteristics of these cards include the following:

Similar to a traditional debit card with features including traditional POS purchasing, ATM withdrawals and direct deposit;
Funds associated with these products are typically held in pooled accounts at the Bank, with the Bank maintaining records of individual balances within these pooled accounts; and
Payroll cards facilitate the loading of an employer’s payroll onto a card via direct deposit, with payroll and general purpose reloadable cards generally distributed through retail locations and reloadable through participating retail load networks.

Debit solutions include the issuing of DDAs, savings accounts and/or debit cards. In addition to offering traditional POS purchasing, ATM withdrawals, and direct deposit options, these accounts may include overdraft protection.

Money Movement Capabilities:

Through RPS, the Bank participates in traditional money movement solutions including ACH transactions, wire transfers, check processing, and the Mastercard Remote Payment and Presentment Service. These capabilities are also complementary products facilitating the movement of money for other RPG divisions.

The Company reports its share of client-related charges and fees for RPS programs as noninterest income under “Program fees.” Additionally, the Company’s portion of interchange revenue generated by prepaid card transactions is reported as noninterest income under “Interchange fee income.” The Company began sharing interest income revenue with its largest prepaid marketer-servicer during 2024, with the interest shared reported as “Interest expense on deposits.” The Company did not share interest income revenue with its largest prepaid marketer-servicer for the year ended December 31, 2025, as minimum deposit balance thresholds were not met.

See additional discussion regarding the RPS segment under the sections titled:

Part I Item 1A “Risk Factors”
Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
Part II Item 8 “Financial Statements and Supplementary Data,” Footnote titled “Segment Information”

(V)Republic Credit Solutions segment

Through the RCS segment, the Bank offers consumer credit products. In general, the credit products are unsecured, small dollar consumer loans that are dependent on various factors. RCS loans typically earn a higher yield but also have higher credit risk compared to loans originated through the Traditional Banking segment, with a significant portion of RCS clients considered subprime or near-prime borrowers. Ordinary gains or losses on the sale of RCS products are reported as a component of “Program fees.” Through the Bank, RCS uses third-party service providers for certain services such as marketing and loan servicing for RCS’s LOC products, Installment loan product and Healthcare receivables products.

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LOC Products:

Through the RCS segment, the Bank uses third-party service providers to originate two line-of-credit products (“LOC I” and “LOC II”) offered generally to subprime or near-prime borrowers across multiple states. These service providers, operating under the Bank’s oversight and supervision, perform certain marketing, servicing, technology, and support functions. In addition, a separate third-party provides customer support, servicing, and other operational services on the Bank’s behalf. The Bank is the lender for both products and is marketed as such. The Bank establishes and controls the loan terms and underwriting guidelines and exercises consumer-compliance oversight over each product. The Bank sells participation interests in these products as follows:

LOC I – The Bank sells a 90% participation interest in advances made to borrowers, generally three business days after funding the associated advances. Although the Bank retains a 10% participation interest in each advance, it retains 100% ownership of the underlying LOC I account with each borrower. Loan balances HFS through this program are carried at the lower of cost or fair value.

LOC II – The Bank sells a 95% participation interest in advances made to borrowers, generally three business days after funding the associated advances. Although the Bank retains a 5% participation interest in each advance, it retains 100% ownership of the underlying LOC II account with each borrower. Loan balances HFS through this program are carried at the lower of cost or fair value.

Installment Loan Product:

Through the RCS segment, the Bank offers installment loans with terms ranging from 12 to 60 months to borrowers in multiple states. The same third-party service provider for RCS’s LOC II is the third-party provider for the installment loan product. This third-party provider is subject to the Bank’s oversight and supervision and provides the Bank with marketing services and loan servicing for these RCS installment loans. The Bank is the lender for these loans and is marketed as such. Furthermore, the Bank controls the loan terms and underwriting guidelines, and the Bank exercises consumer compliance oversight of this RCS installment loan product. Currently, all loan balances originated under this RCS installment loan program are carried as HFS on the Bank’s balance sheet, with the intent to sell to a third-party, who is an affiliate of the Bank’s third-party service provider, generally within 16 days following the Bank’s origination of the loans. Loans originated under this RCS installment loan program are carried at fair value under a fair-value option, with the portfolio marked to market monthly.

Healthcare Receivables Products:

Through the RCS segment, the Bank originates healthcare receivables products across the U.S. through three different third-party service providers. For two of the programs, the Bank retains 100% of the receivables, with recourse in the event of default. For the remaining program, in some instances the Bank retains 100% of the receivables originated, with recourse in the event of default, and in other instances, the Bank sells 100% of the receivables generally within one month of origination. Loan balances HFS through this program are carried at the lower of cost or fair value.

For the RCS LOC and healthcare receivable products, the Company reports interest income and loan origination fees under “Loans, including fees,” while any net gains or losses on sale and mark-to-market adjustments of RCS loans are reported as noninterest income under “Program fees.” The Company has elected fair value accounting for its RCS installment loan product that it sells after an initial holding period. As a result, interest income on loans, loan origination fees, net gains or losses on sale, and mark-to-market adjustments for the RCS installment loan product are reported as noninterest income under “Program fees.”

See additional discussion regarding the RCS segment under the sections titled:

Part I Item 1A “Risk Factors”
Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
Part II Item 8 “Financial Statements and Supplementary Data,” Footnote titled “Segment Information”

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HUMAN CAPITAL

As of December 31, 2025, Republic had 973 FTE employees, consisting of 963 full-time and 20 part-time employees. None of the Company’s employees are subject to a collective bargaining agreement, and Republic has never experienced a work stoppage. Management strives to be an employer of choice and believes that it has had and continues to have good employee relations.

Attracting and retaining talented employees is essential to the Company’s ability to execute its strategy and compete effectively. The Company values the diverse talents, backgrounds, and experiences that each employee brings to the organization and recognizes that its long-term success depends on cultivating a workforce that is engaged, capable, and well supported. To that end, the Company strives to provide an environment that promotes personal well-being, professional fulfillment, and meaningful opportunities for career development. The Company is proud to be an Equal Opportunity Employer and enforces those values consistently throughout the organization. In alignment with applicable federal, state, and local laws, the Company prohibits discrimination in hiring, promotion, compensation, and all other employment practices on the basis of race, color, religion, gender, sex, national origin, age, marital status, pregnancy, mental disability, genetics, veteran status, sexual orientation, or any other protected characteristic. The Company is committed to fostering a workplace that is inclusive, respectful, and supportive, where all employees feel empowered to contribute and succeed.

Management promotes its core values by prioritizing employee well-being, supporting long-term career development, offering competitive compensation, and maintaining flexible work arrangements. To attract and retain a high-quality workforce, the Company provides a comprehensive suite of benefits and programs, including:

A defined retirement contribution with a company match;
An employee stock purchase plan that enables employees to acquire Company stock at a discounted market price;
Medical, dental, and vision insurance, along with flexible spending and health savings account options;
Wellness programs and activities designed to encourage and reward healthy behaviors;
An employee assistance program offering mental-health benefits and access to professional counselors for a variety of needs;
Company-paid life insurance and a broad selection of voluntary supplemental insurance plans;
Short-term and long-term disability coverage;
Merit-based incentive compensation;
Paid time off and parental leave benefits;
Employee recognition and reward programs;
A management training program focused on developing future talent;
Tuition assistance and educational reimbursement opportunities;
Access to a variety of internal and external professional training courses;
An employee home-ownership program;
An employee fitness reimbursement program; and
Access to associate-led, voluntary Business Resource Groups that support diversity, inclusion, networking, and cross-organizational collaboration.

The safety, health, and wellness of Republic’s employees is considered a top priority. The Company promotes a healthy and supportive work environment by encouraging work-life balance, offering flexible work schedules, and striving to maintain employee healthcare premiums at competitive levels relative to the local market. In addition, the Company supports employee well-being through a range of programs and resources, including wellness initiatives, mental-health support offerings, and access to employee assistance services.

Republic also places significant emphasis on maintaining a strong ethical culture. To reinforce its corporate values, the Company communicates expectations for ethical conduct clearly and consistently through multiple channels, including regular town hall meetings, senior leadership updates, and internal communications. These efforts are designed to ensure that employees understand and adhere to the highest standards of integrity, professionalism, and accountability in all aspects of their work.

INFORMATION REGARDING EXECUTIVE OFFICERS

See Part III, Item 10. “Directors, Executive Officers and Corporate Governance” for information about the Company’s executive officers.

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SEASONALITY OF BUSINESS

Core Banking operations are not materially affected by seasonal factors. Demand for the Bank’s core products and services—including commercial and consumer lending, deposit accounts, and treasury management services—has historically remained relatively stable throughout the year. Although certain business lines may experience predictable but immaterial seasonal variations, such as higher consumer spending and payment activity during the fourth quarter or increased mortgage and Warehouse lending origination volumes during spring and summer months, these fluctuations have not had a material impact on the Bank’s consolidated financial condition, results of operations, or liquidity.

Customer deposit activity may reflect limited seasonal behaviors, including tax-related outflows during the first half of the year and year-end liquidity management by commercial clients. These patterns have been consistent and not significant to the Bank’s overall funding profile.

Through the TRS segment, the Bank facilitates the receipt and payment of federal and state tax refund products and offers a credit product through third-party tax preparers across the U.S., as well as through tax-preparation software providers that offer Republic Bank ERAs, RAs and RTs (collectively, the “Tax Providers”). The substantial majority of TRS’s business activity occurs during the first half of each year, while the second half of the year is characterized by limited revenue and costs associated with preparing for the upcoming tax season.

COMPETITION

I.Traditional Banking segment

The Traditional Bank encounters intense competition in its market footprint in originating loans, attracting deposits, and selling other banking-related financial services. The deregulation of the banking industry, the ability to create financial services holding companies to engage in a wide range of financial services other than banking, and the widespread enactment of state laws that permit multi-bank BHC’s, as well as the availability of nationwide interstate banking, has created a highly competitive environment for financial institutions. In one or more aspects of the Bank’s business, the Bank competes with local and regional retail and commercial banks, savings banks, credit unions, finance companies, mortgage companies, FinTech companies, and other financial intermediaries operating in Kentucky, Indiana, Florida, Tennessee, Ohio, and other states where the Bank offers its products. The Bank also competes with insurance companies, consumer finance companies, investment banking firms, and mutual fund managers. Some of the Company’s competitors are not subject to the same degree of regulatory review and restrictions that apply to the Company and the Bank. Many of the Bank’s primary competitors, some of which are affiliated with large BHC’s or other larger financial based institutions, have substantially greater resources, larger established client bases, higher lending limits, more extensive banking center networks, numerous ATMs or ITMs, and greater advertising and marketing budgets. They may also offer services that the Bank does not currently provide. These competitors attempt to gain market share through their financial product mix, pricing strategies, and banking center locations. Legislative developments related to interstate branching and banking in general, by providing large banking institutions easier access to a broader marketplace, can act to create more pressure on smaller financial institutions to consolidate. It is anticipated that competition from both bank and non-bank entities will continue to remain strong in the near future.

The Bank competes for customers by offering convenient branch locations, ATMs, ITMs, flexible operating hours, competitive interest rates, a broad range of services, and robust digital capabilities such as internet and mobile banking. Its diverse lending products and competitive fee structure also play key roles in attracting and retaining clients. The Bank believes that personalized service remains a primary differentiator within its competitive markets. Personalized service at the Bank extends beyond traditional customer interaction and reflects a deliberate strategy to understand and respond to the unique financial goals, preferences, and circumstances of individual clients and local businesses. Relationship managers and front-line staff are trained to provide attentive, initiative-taking support, including tailored product recommendations, timely problem resolution, and consistent follow-up to ensure client satisfaction. The Bank believes that its focus on delivering highly personalized service combined with its strong local presence and community-banking philosophy will continue to strengthen its competitive position within its market footprint.

The financial services industry continues to undergo rapid technological transformation, driven by the frequent introduction of new digital products, delivery channels, and customer-facing innovations. These developments include advanced mobile payment capabilities, digital wallets, contactless transaction technologies, person-to-person payment platforms, and emerging digital currencies, all of which provide consumers with alternative ways to make payments, access funds, or manage their financial lives.

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In recent years, competitive pressures have intensified as non-bank institutions—particularly financial technology companies, or Fin-techs—have expanded their presence in the marketplace. Many of these providers offer bank-like products or services, including payments, lending, deposit-like stored-value accounts, and money-movement solutions, while operating outside the regulatory frameworks applicable to domestic banks and bank holding companies. This creates competitive challenges, as such entities may be able to innovate and bring products to market more quickly, operate with lower regulatory compliance costs, or tailor user experiences in ways that differentiate them from traditional financial institutions.

As technological innovation accelerates and Fin-tech providers continue to broaden their offerings, the Company expects competition to remain strong across consumer banking, commercial banking, and payments-related services. The Company monitors these developments closely and continues to invest in digital capabilities, cybersecurity, fraud prevention, and operational infrastructure to maintain its competitive position and meet evolving customer expectations.

II.Warehouse Lending segment

The Bank faces strong competition from financial institutions across the U.S. for mortgage banking clients in need of warehouse lines of credit. Competitors may have substantially greater resources, larger established client bases, higher lending limits, and different underwriting standards or oversight requirements that could be viewed more favorably by some clients. A few or all of these factors can lead to a competitive disadvantage to the Company when attempting to retain or grow its Warehouse Lending client base.

III.Tax Refund Solutions segment

The TRS segment encounters direct competition for RT and RA market share from a limited number of banks in the industry. The Bank promotes these products to Tax Providers using various revenue-share and pricing incentives, as well as product features and overall service levels.

IV.Republic Payment Solutions segment

The prepaid card industry is subject to intense and increasing competition. The Bank competes with a number of companies that market different types of prepaid card products, such as general-purpose-reloadable, gift, incentive, and corporate disbursement cards. There is also competition from large retailers who are seeking to integrate more financial services into their product offerings. Increased competition is also expected from alternative financial services providers who are often well-positioned to service the “underbanked” and who may wish to develop their own prepaid card programs.

V.Republic Credit Solutions segment

The small-dollar consumer loan industry is highly competitive. Competitors include, but are not limited to, billers who accept late payments for a fee, overdraft privilege programs of other banks and credit unions, payday lenders, and Fin-tech companies.

New entrants to the small-dollar consumer loan market must successfully implement underwriting and fraud prevention processes, overcome consumer brand loyalty, and have sufficient capital to withstand early losses associated with unseasoned loan portfolios. In addition, there are substantial regulatory and compliance costs, including the need for expertise to customize products associated with licenses to lend in various states across the U.S.

REGULATION AND SUPERVISION

The Company and the Bank are separate and distinct entities and are subject to extensive federal and state banking laws and regulations, which establish a comprehensive framework of activities in which the Company and the Bank may engage. These laws and regulations are primarily intended to provide protection to depositors and the DIF, not stockholders. The Company, as a public reporting company, is also subject to various federal securities laws and regulations. Because the Company’s Class A Common Stock is listed on the NASDAQ, the Company is subject to NASDAQ’s rules for listed companies.

As an umbrella supervisor, the FRB requires that FHCs operate in a safe and sound manner so that their financial condition does not threaten the viability of affiliated depository institutions. The FRB conducts periodic examinations to review the Company’s compliance with various legal and safety and soundness requirements, which directly impact the Bank.

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The Bank is a Kentucky-chartered commercial banking and trust corporation that is not a member of the Federal Reserve System, and as such it is subject to supervision and regulation by the FDIC and the KDFI. The Bank operates physical locations in Florida, Indiana, Kentucky, Ohio, and Tennessee and originates and purchases loans on a national basis. All deposits, subject to regulatory prescribed limitations, held by the Bank are insured by the FDIC. The Bank is subject to the restrictions and requirements of potential enforcement actions and examinations by the FDIC and KDFI. The Bank is a member of the FHLB system. As a member of the FHLB system, the Bank must also comply with applicable regulations of the Federal Housing Finance Agency. Regulation and supervision by each of these agencies is intended primarily for the protection of the Bank’s depositors and the DIF and not for the benefit of the Company’s stockholders. The Bank’s activities are also regulated under federal and state consumer protection laws applicable to the Bank’s lending, deposit, and other activities. An adverse ruling or finding against the Company or the Bank under these laws could have a material adverse effect on the Company’s results of operations.

The Company and the Bank are also subject to the regulations of the CFPB. The CFPB has consolidated rules and orders with respect to consumer financial products and services and has substantial power to define the rights of consumers and responsibilities of lending institutions, such as the Bank. The CFPB does not, however, examine or supervise the Bank for compliance with such regulations; rather, based on the Bank’s size (less than $10 billion in assets), enforcement authority remains with the FDIC and the KDFI although the Bank may be required to submit reports or other materials to the CFPB upon its request. Notwithstanding jurisdictional limitations set forth in the Dodd-Frank Act, the CFPB and federal banking regulators may endeavor to work jointly on supervision matters. The CFPB has recently been the target of intense scrutiny from the current Presidential administration, which has indicated a desire to dismantle, or significantly reform, the agency, one which it perceives as lacking sufficient supervision and regularly exceeding its statutory authority. The future structure, operation, and authority of the CFPB, as well as its fate, are currently uncertain and cannot be predicted.

Regulators have extensive discretion in connection with their supervisory and enforcement authority and examination policies, including, but not limited to, policies that can materially impact the classification of assets and the establishment of adequate loan loss reserves. Any change in regulatory requirements and policies, whether by the FRB, the FDIC, the KDFI, the CFPB, or state or federal legislation, could have a material adverse impact on Company operations.

Regulators also have broad enforcement powers over banks and their holding companies, including, but not limited to: the power to mandate or restrict particular actions, activities, or divestitures; impose monetary fines and other penalties for violations of laws and regulations; issue cease and desist or removal orders; seek injunctions; publicly disclose such actions; and prohibit unsafe or unsound practices. This authority includes both informal and formal actions to effect corrective actions and/or sanctions. In addition, the Bank is subject to regulation and potential enforcement actions by other state and federal agencies.

Certain regulatory requirements applicable to the Company and the Bank are referred to below or elsewhere in this report. The description of statutory provisions and regulations applicable to banks and their holding companies set forth in this report does not purport to be a complete description of such statutes and regulations. The description of these statutes and regulations and their effect on the Company and the Bank are qualified in their entirety by reference to the actual laws and regulations.

The Dodd-Frank Act

The Dodd-Frank Act, signed into law in 2010, introduced extensive and complex regulatory reforms impacting the banking industry. Key provisions include, but are not limited to:

Creation of the CFPB, which has oversight of federal consumer protection laws and regulations and oversees banks with assets of $10 billion or greater while issuing and maintaining regulations applicable to all banks;
Establishment of Federal Reserve authority to determine debit-card interchange fee standards;
Enhanced regulation of derivatives and other complex financial instruments;
Phase-out of certain forms of trust-preferred securities and hybrid instruments previously eligible for inclusion in regulatory capital; and
Increases to FDIC deposit-insurance coverage, revised methodologies for calculating deposit-insurance premiums, and numerous additional measures designed to strengthen financial-institution regulation, enhance oversight of non-bank financial entities, and improve depositor protection.

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The EGRRCPA and its implementing regulations rolled back several Dodd-Frank Act requirements for community banks with total consolidated assets of less than $10 billion, such as the Bank. As a result of exemptions within the Dodd-Frank Act, the EGRRCPA, and related regulations, the Company and the Bank are not subject to several significant provisions of Dodd-Frank Act, including:

The Durbin Amendment, which would otherwise cap interchange fees on debit-card transactions;
The Volcker Rule, which would otherwise restrict certain investment and proprietary trading activities; and
Heightened regulatory capital requirements applicable to larger or more complex banking organizations.

The Company

Source of Strength Doctrine — The Dodd-Frank Act codified the FRB’s longstanding “source of strength” doctrine, a policy that bank holding companies act as a source of strength to their insured depository institution subsidiaries by providing capital, liquidity, and other support in times of distress. FRB policies and regulations also prohibit BHC’s from engaging in unsafe and unsound banking practices. The FDIC and the KDFI have similar restrictions with respect to the Bank. Under the Dodd-Frank Act and in line with prior FRB policy, a BHC is expected to act as a source of financial and managerial strength to its banking subsidiaries and to commit resources for their support. Providing financial support of this nature could restrict the Company’s ability to pay dividends and may be required at times when the Company may not be inclined to provide it. A BHC may also be required to guarantee the capital restoration plan of an undercapitalized banking subsidiary and any applicable cross-guarantee provisions that may apply to the BHC. In addition, any capital loans by the Company to its bank subsidiary are subordinate in right of payment to deposits and to certain other indebtedness of the bank subsidiary. In the event of a BHC’s bankruptcy, any commitment by the BHC to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Acquisitions and Strategic Planning — The Company generally is required to obtain the prior approval of the FRB under the BHCA before it may, among other things, merge or consolidate with another BHC, acquire all or substantially all of the assets of any bank, or acquire ownership or control of any voting shares of any bank, if after such acquisition it would own or control, directly or indirectly, more than 5% of any class of the voting shares of such bank. In addition, the Bank must obtain regulatory approval before completing certain transactions, such as adding new banking offices and mergers with, or acquisitions of, other financial institutions. This may affect the Company’s or the Bank’s acquisition, or timely acquisition, of interests in other banks, other merger and acquisition activity and banking office expansion.

The Change in Bank Control Act generally requires the approval of the appropriate federal banking regulatory agency before any person can acquire control of a bank or BHC. An acquisition of control occurs if, immediately after a transaction, the acquiring person directly or indirectly owns, controls, or holds with the power to vote 25% or more of the outstanding shares of any class of voting securities of the bank or BHC. Additionally, control is refutably presumed to exist if, immediately after a transaction, the acquiring person owns, controls, or holds with the power to vote 10% or more of any class of voting securities of an institution and (i) the institution has registered securities under Section 12 of the Exchange Act or (ii) no other person will own, control, or hold the power to vote a greater percentage of that class of voting securities immediately after the transaction.

Financial Activities — The Company is an FHC. A BHC may elect to become an FHC if it and each of its banking subsidiaries is well capitalized, is professionally managed and has at least a “Satisfactory” rating under the CRA. The failure to continue to meet such requirements could result in material restrictions on the activities of the Company and may also adversely affect the Company’s ability to enter into certain transactions (including mergers and acquisitions) or obtain necessary approvals in connection therewith, as well as the loss of FHC status. If restrictions are imposed on the activities of an FHC, such information may not necessarily be available to the public.

As an FHC, the Company is permitted to engage directly or indirectly in a broader range of activities than those permitted for a BHC under the BHCA. Permitted activities for an FHC include securities underwriting and dealing, insurance underwriting and brokerage, merchant banking, and other activities that are declared by the FRB, in cooperation with the Treasury Department, to be “financial in nature or incidental thereto” or are declared by the FRB unilaterally to be “complementary” to financial activities. Permitted activities also include those determined to be “closely related to banking” activities by the FRB under the BHCA and permissible for any BHC. An FHC is allowed to conduct permissible new financial activities or acquire permissible non-bank financial companies with after-the-fact notice to the FRB.

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The Bank

The Kentucky and federal banking statutes prescribe the permissible activities in which a Kentucky-chartered bank may engage and where those activities may be conducted. Kentucky’s statutes contain a super parity provision that permits a well-rated Kentucky bank to engage in any banking activity in which a national bank in Kentucky, a state bank, state thrift, or state savings association operating in any other state, a federal savings bank, or a federal thrift meeting the qualified thrift lender test engages, provided it first obtains a legal opinion from counsel specifying the statutory or regulatory provisions that permit the activity.

Safety and Soundness — The federal banking regulatory agencies have prescribed, by regulation, guidelines for all insured depository institutions relating to: (i) internal controls, information systems, and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure and market risk; (v) asset growth; (vi) asset quality; (vii) earnings; (viii) capital; (ix) management; (x) liquidity; and (xi) compensation and benefits. These guidelines set forth safety and soundness standards that the federal banking regulatory agencies use to identify and address problems at FDIC insured institutions before capital becomes impaired. If the FDIC determines that the Bank fails to meet any standard prescribed by these guidelines, the FDIC may require the Bank to submit to it an acceptable plan to achieve compliance with the standard. FDIC regulations establish deadlines for the submission and review of such safety and soundness compliance plans in response to any such determination.

Branching — Kentucky law generally permits a Kentucky chartered bank to establish a branch office in any county in Kentucky. A Kentucky bank may also, subject to regulatory approval and certain restrictions, establish a branch office outside of Kentucky. Well-capitalized Kentucky state-chartered banks that have been in operation at least three years and that satisfy certain criteria relating to, among other things, their composite and management regulatory exam ratings, may establish a branch in Kentucky without the approval of the Commissioner of the KDFI, upon notice to the KDFI and any other state bank with its main office located in the county where the new branch will be located. Branching by banks not meeting these criteria requires the approval of the Commissioner of the KDFI, who must ascertain and determine that the public convenience and advantage will be served and promoted and that there is a reasonable probability of the successful operation of the branch. In any case, the proposed branch must also be approved by the FDIC, which considers a number of factors, including financial condition, capital adequacy, earnings prospects, character of management, needs of the community, and consistency with corporate powers. As a result of several legislative acts including the Dodd-Frank Act, the Bank, along with any other national or state-chartered bank, generally may branch across state lines. Such unlimited branching authority has the potential to increase competition within the markets in which the Company and the Bank operate.

Restrictions on Affiliate Transactions and Loans to Insiders — Transactions between the Bank or its subsidiaries and affiliates (including the Company), and in some cases the Bank’s correspondent banks, are subject to FDIC regulations, the FRB’s Regulations O and W, and Sections 23A, 23B, 22(g), and 22(h) of the Federal Reserve Act. In general, these transactions must be on terms and conditions that are consistent with safe and sound banking practices and substantially the same, or at least as favorable to the Bank or its subsidiaries, as those for comparable transactions with non-affiliated parties. In addition, certain types of these transactions referred to as “covered transactions” are subject to quantitative limits based on a percentage of the Bank’s capital, thereby restricting the total dollar amount of transactions the Bank or its subsidiaries may engage in with each individual affiliate and with all affiliates in the aggregate. Limitations are also imposed on loans and extensions of credit by a bank to its executive officers, directors, and principal stockholders and each of their related interests. The Dodd-Frank Act expanded the scope of these regulations, including by applying them to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions.

The FRB promulgated Regulation W to implement Sections 23A and 23B of the Federal Reserve Act. This regulation contains many of the foregoing restrictions and addresses derivative transactions, overdraft facilities, and other transactions between a bank and its non-bank affiliates.

Restrictions on Distribution of Subsidiary Bank Dividends and Assets — Bank regulators may declare a dividend payment to be unsafe and unsound even if the Bank continues to meet its capital requirements after the dividend. Dividends paid by the Bank substantially provide all of the Company’s operating funds. Regulatory requirements limit the amount of dividends that may be paid by the Bank. Under applicable federal regulations, the Bank generally cannot pay a dividend if the Bank is not adequately capitalized or if, after paying the dividend, the Bank would be undercapitalized. Under applicable federal capital adequacy guidelines, banks are also subject to dividend limitations and restrictions if they fail to maintain an appropriate capital conservation buffer.

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Under Kentucky law and applicable federal banking regulations, the dividends the Bank can pay during any calendar year are generally limited to its profits for that year, plus its retained net profits for the two preceding years, less any required transfers to surplus or to fund the retirement of preferred stock or debt, absent approval of the respective state or federal banking regulators. FDIC regulations also require all insured depository institutions to remain in a safe and sound condition, as defined in applicable regulations, as a condition of having FDIC deposit insurance.

FDIC Deposit Insurance Assessments — All Bank deposits are insured to the maximum extent permitted by the DIF. Insured Bank deposits are backed by the full faith and credit of the U.S. Government. As insurer, the FDIC is authorized to conduct examinations of and to require reporting by insured institutions. The FDIC also may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious threat to the DIF.

The FDIC assesses all banks quarterly. A bank’s assessment base and assessment rates are determined quarterly and are risk-based. For “small” banks, such as the Bank, individual assessment rates are individually assigned based on the FDIC’s financial ratios method that estimates the probability of a bank’s failure over three years using financial data and a weighted-average of the bank’s CAMELS component ratings, subject to adjustment. CAMELS composite ratings are used to set minimum and maximum assessment rates. The assessment base consists of average consolidated total assets minus average tangible equity. Management cannot predict what insurance assessment rates will be in the future.

The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or condition imposed by an agreement with the FDIC. It may also suspend deposit insurance temporarily if an institution has no tangible capital. If insurance is terminated, the accounts at the institution at the time of termination, less subsequent withdrawals, continue to be insured for a period of six months to two years, as determined by the FDIC. Management is aware of no existing circumstances that would result in termination of the Bank’s FDIC deposit insurance.

Anti-Money Laundering and Related Laws — The Company and the Bank are subject to federal laws that are designed to counter money laundering and terrorist financing and transactions with persons, companies, or foreign governments sanctioned by the U.S. These laws include the BSA, the Money Laundering Control Act, the AML Act of 2020, the Corporate Transparency Act, and the U.S Patriot Act, as administered by the U.S. Treasury Department’s Financial Crimes Enforcement Network. These laws obligate depository institutions and broker-dealers to verify their customers’ identity, conduct customer due diligence, report on suspicious activity, file reports of certain transactions in currency, and conduct enhanced due diligence on certain accounts. The U.S. Treasury Department’s OFAC prohibits persons from engaging in transactions with certain designated restricted countries and persons. Depository institutions and broker-dealers are required by their federal regulators to maintain robust policies and procedures in order to ensure compliance with these AML and anti-terrorist financing obligations.

Failure to comply with these laws or maintain an adequate compliance program can lead to significant monetary penalties and reputational damage. Additionally, federal banking regulatory agencies evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve, among other things, a proposed bank merger, acquisition, restructuring, or other expansionary activity.

Consumer Laws and Regulations — The Bank is subject to a number of federal and state consumer protection laws, including, but not limited to, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Military Lending Act, the Real Estate Settlement Procedures Act, the Servicemembers Civil Relief Act, the Telephone Consumer Protection Act, and these laws’ respective state-law counterparts, among many others. As discussed in more detail below, the Bank must also comply with fair lending and privacy laws. Banks as well as nonbank consumer financial services providers are subject to any rule, regulation, or guideline created by the CFPB. The CFPB is an independent “watchdog” within the Federal Reserve System that regulates any person or service provider who offers or provides personal, family, or household financial products or services by overseeing the application and implementation of federal “consumer financial laws.”

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The CFPB is authorized to prescribe rules applicable to any covered person or service provider identifying and prohibiting acts or practices that are unfair, deceptive, or abusive in connection with any consumer financial product or service transaction. The CFPB has engaged in rulemaking and taken enforcement actions that directly impact the business operations of financial institutions offering consumer financial products or services, including the Bank and its divisions. The FDIC also regulates unfair and deceptive or abusive acts or practices under Section 5 of the Federal Trade Commission Act.

Such laws and regulations and the other consumer protection laws and regulations to which the Bank has been subject have historically mandated certain disclosure requirements and regulated the manner in which financial institutions must deal with clients when taking deposits from, making loans to, or engaging in other types of transactions with such clients. The continued effect of the CFPB on the development and promulgation of consumer protection rules and guidelines and the enforcement of federal “consumer financial laws” on the Bank, if any, cannot be determined with certainty at this time.

Community Reinvestment Act and Fair Lending Laws Banks have a responsibility under the CRA and related regulations to help meet the credit needs of their entire communities, including low- and moderate-income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An institution’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities and the denial of applications. In addition, an institution’s failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in federal regulatory agencies or the Department of Justice taking enforcement actions against the institution. Failure by the Bank to fully comply with these laws could result in material penalties being assessed against the Bank. The Bank received an “Outstanding” CRA Performance Evaluation in March 2024, the most recent evaluation for which it has received final ratings. A copy of the public section of this CRA Performance Evaluation is available to the public upon request.

CRA Final Rule In July 2025, the federal banking agencies issued a notice of proposed rulemaking to rescind the October 2023 final CRA modernization rule and reinstate the prior CRA regulatory framework. The October 2023 rule had remained stayed due to a preliminary injunction, and therefore the previously existing framework has continued to apply.

Privacy and Data Security The FRB, FDIC, other bank regulatory agencies, and states have adopted guidelines for safeguarding confidential, personal customer information. These guidelines require each financial institution, under the supervision and ongoing oversight of its Board or an appropriate committee thereof, to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. If the Bank fails to properly safeguard customer information or is the subject of a successful cyber-attack, it could result in material fines and/or liabilities that could materially affect the Company’s results of operations. Additionally, in November 2021, the FRB, FDIC, and Office of the Comptroller of the Currency issued a joint final rule establishing computer-security incident notification requirements for banking organizations and their bank service providers. Banking organizations are required to satisfy specified consumer notice requirements if certain computer-security incidents occur, including incidents that have materially disrupted or degraded, or are reasonably likely to materially disrupt or degrade, the organization’s (i) ability to carry out banking operations, activities, or processes, or deliver banking products and services to a material portion of its customer base, in the ordinary course of business, (ii) business lines, including associated operations, services, functions, and support, that upon failure would result in a material loss of revenue, profit, or franchise value, or (iii) operations the failure or discontinuance of which would pose a threat to the financial stability of the U.S.

In addition, various U.S. regulators, including the FRB and the SEC, have increased their focus on cyber-security through guidance, examinations, and regulations. The Company’s Board has approved and adopted a written information security program.

The GLBA requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliated third parties. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information, and, except as otherwise required by law, prohibits disclosing such information except as provided in the financial institution’s policies and procedures. In addition to the GLBA, the Company and the Bank are also subject to applicable state privacy laws.

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Prohibitions Against Tying Arrangements — The Bank is subject to prohibitions on certain tying arrangements. A depository institution generally is prohibited, subject to certain exceptions, from extending credit or offering any other service, or fixing or varying the consideration for an extension of credit or service, on the condition that the client obtain some additional product or service from the institution or its affiliates or not obtain products or services of a competitor of the institution.

Depositor Preference — The FDIA provides that, in the event of the liquidation or other resolution of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors (including depositors whose deposits are payable only outside of the U.S.), and the parent BHC, with respect to any extensions of credit they have made to such insured depository institution.

Federal Home Loan Bank System — The FHLB offers credit to its members, which include savings banks, commercial banks, insurance companies, credit unions, and other entities. The FHLB system is currently divided into eleven federally chartered regional FHLBs that are regulated by the Federal Housing Finance Agency. The Bank is a member and owns capital stock in the FHLB Cincinnati. The amount of capital stock the Bank must own to maintain its membership depends on its balance of outstanding advances. It is required to acquire and hold shares in an amount at least equal to 1% of the aggregate principal amount of its unpaid single-family, RRE loans and similar obligations at the beginning of each year, or 1/20th of its outstanding advances from the FHLB, whichever is greater. Advances are secured by pledges of loans, mortgage backed securities, and capital stock of the FHLB. FHLBs also purchase mortgages in the secondary market through their Mortgage Purchase Program. The Bank began selling loans to the Mortgage Purchase Program during 2024.

In the event of a default on an advance, the FHLB Act establishes priority of the FHLB’s claim over various other claims. If an FHLB falls below its minimum capital requirements, the FHLB may seek to require its members to purchase additional capital stock of the FHLB. If problems within the FHLB system were to occur, it could adversely affect the pricing or availability of advances, the amount and timing of dividends on capital stock issued by FHLB Cincinnati to its members, or the ability of members to have their FHLB capital stock redeemed on a timely basis. Congress continues to consider various proposals that could establish a new regulatory structure for the FHLB system, as well as for other government-sponsored entities. The Bank cannot predict at this time which, if any, of these proposals may be adopted or what effect they would have on the Bank’s business.

Federal Reserve System — Under regulations of the FRB, the Bank is required to maintain noninterest-earning reserves against its transaction accounts (primarily NOW and regular checking accounts). The Bank is in compliance with the foregoing reserve requirements as of the date of this report. Required reserves must be maintained in the form of vault cash, a depository account at the FRB, or a pass-through account as defined by the FRB. The balances maintained to meet the reserve requirements imposed by the FRB may be used to satisfy liquidity requirements imposed by the FDIC. The Bank is also authorized to borrow from the FRB discount window.

Loans to One Borrower — Under current limits, loans and extensions of credit outstanding at one time to a single borrower and not fully secured generally may not exceed 15% of the Bank’s unimpaired capital and unimpaired surplus. Loans and extensions of credit fully secured by certain readily marketable collateral may represent an additional 10% of unimpaired capital and unimpaired surplus.

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Capital Adequacy Requirements

Capital Guidelines — The Company and the Bank are subject to regulatory capital requirements established under the Basel III framework, as administered by federal banking regulators. These regulations measure capital adequacy within a framework that links required capital levels to the risk profiles of individual financial institutions. Failure to meet minimum capital requirements can trigger certain mandatory, and potentially additional discretionary, regulatory actions—including prompt corrective action described below—which could materially impact the Company’s financial condition and results of operations.

Under the capital adequacy guidelines and the prompt corrective action framework, the Company and the Bank must satisfy specific quantitative capital standards that consider the levels and risk characteristics of their assets, liabilities, and certain OBS exposures, as measured under regulatory accounting practices. In addition to these quantitative measures, regulators may apply qualitative judgment when assessing capital adequacy, including evaluating capital composition, risk weightings, and other supervisory factors.

As of the date of this report, banking regulators have categorized the Bank as well-capitalized. Consistent with Basel III regulatory standards, a bank is considered well-capitalized if it maintains a Total Risk-Based Capital ratio of at least 10.0%, a Common Equity Tier 1 Risk-Based Capital ratio of at least 6.5%, a Tier 1 Risk-Based Capital ratio of at least 8.0%, and a Tier 1 Leverage ratio of at least 5.0%. Additionally, to avoid limitations on capital distributions—including dividend payments and certain discretionary bonus payments to executive officers—the Company and the Bank must maintain a capital conservation buffer of 2.5%, composed entirely of Common Equity Tier 1 capital, above the minimum risk-based capital requirements.

As of December 31, 2025 and 2024, the Company’s consolidated and Bank capital ratios* were as follows:

2025

2024

Years Ended December 31, (in thousands)

  ​ ​ ​

Amount

  ​ ​ ​

Ratio

Amount

  ​ ​ ​

Ratio

Total capital to risk-weighted assets

Republic Bancorp, Inc.

$

1,144,661

 

17.79

%  

$

1,042,149

 

16.98

%  

Republic Bank & Trust Company

 

1,079,675

 

16.80

 

989,800

 

16.14

Common equity tier 1 capital to risk-weighted assets

Republic Bancorp, Inc.

$

1,064,167

 

16.54

%  

$

965,243

 

15.73

%  

Republic Bank & Trust Company

 

999,248

 

15.55

 

912,968

 

14.89

Tier 1 (core) capital to risk-weighted assets

Republic Bancorp, Inc.

$

1,064,167

 

16.54

%  

$

965,243

 

15.73

%  

Republic Bank & Trust Company

 

999,248

 

15.55

 

912,968

 

14.89

Tier 1 leverage capital to average assets

Republic Bancorp, Inc.

$

1,064,167

 

15.11

%  

$

965,243

 

14.07

%  

Republic Bank & Trust Company

 

999,248

 

14.17

 

912,968

 

13.29

* The Company and the Bank elected in 2020 to defer the regulatory capital impact of adopting CECL. The deferral period spanned five years and allowed 100% of the estimated CECL impact to be deferred during the first two years, followed by a phased-in recognition over the subsequent three years. Absent this election, the Company’s regulatory capital ratios as of December 31, 2024 would have been approximately 3 bps lower than the ratios presented in the table above.

CBLR Framework — The EGRRCPA simplified certain regulatory capital requirements for qualifying financial institutions and holding companies with total consolidated assets of less than $10 billion. Among other provisions, the EGRRCPA directed the federal banking agencies to establish a CBLR framework for such institutions with an appropriate risk profile. The statute required that the CBLR be set at a minimum of not less than 8% and not more than 10%.

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In October 2019, the federal banking agencies issued a final rule implementing the CBLR framework, establishing a CBLR of 9%. Under this rule, the CBLR is generally calculated as Tier 1 capital divided by average total consolidated assets, reduced by amounts deducted from Tier 1 capital. Effective January 1, 2020, a qualifying community banking organization that elects to use the CBLR framework is deemed to have satisfied the generally applicable risk-based and leverage capital requirements, the capital thresholds required to be considered “well capitalized” under the prompt corrective action framework, and any other applicable capital or leverage requirements, provided it maintains a CBLR greater than 9%.

In November 2025, the federal banking agencies issued a notice of proposed rulemaking proposing to lower the CBLR to 8% and make certain other modifications to the CBLR framework; however, there can be no assurance that a final rule lowering the CBLR will be issued by the federal banking agencies.

A qualifying community banking organization must:

Be a non-advanced approaches banking organization;
Maintain a leverage ratio greater than 9%;
Have total consolidated assets of less than $10 billion;
Have total off-balance-sheet exposures (excluding certain derivatives and unconditionally cancelable commitments) of 25% or less of total consolidated assets; and
Have total trading assets and total trading liabilities of 5% or less of total consolidated assets.

While the Company believes it meets the criteria to qualify under the CBLR framework, it has not elected to opt into the CBLR framework.

Corrective Measures for Capital Deficiencies — Banking regulators are required to take “prompt corrective action” with respect to capital deficient institutions. Applicable regulations define, for each capital category, the levels at which institutions are well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. A bank is undercapitalized if it fails to meet any one of the ratios required to be adequately capitalized.

Undercapitalized, significantly undercapitalized, and critically undercapitalized institutions are required to submit a capital restoration plan, which must be guaranteed by the institution’s holding company. In addition, applicable regulations contain broad restrictions on certain activities of undercapitalized institutions, including asset growth, acquisitions, branch establishment, and expansion into new lines of business. With certain exceptions, an insured depository institution is prohibited from making capital distributions, including dividends, and is prohibited from paying management fees to control persons if the institution would be undercapitalized after any such distribution or payment. A bank’s capital classification will also affect its ability to accept brokered deposits. Under applicable regulations, a bank may not lawfully accept, roll over, or renew brokered deposits unless it is either well capitalized or it is adequately capitalized and receives a waiver from its applicable regulator.

If a banking institution’s capital decreases below acceptable levels, bank regulatory enforcement powers become more enhanced. A significantly undercapitalized institution is subject to mandated capital raising activities, restrictions on interest rates paid and transactions with affiliates, removal of management, and other restrictions. Banking regulators have limited discretion in dealing with a critically undercapitalized institution and are normally required to appoint a receiver or conservator. Banks with risk-based capital and leverage ratios below the required minimums may also be subject to certain administrative actions, including the termination of deposit insurance upon notice and hearing, or a temporary suspension of insurance without a hearing if the institution has no tangible capital.

In addition, an FHC may face significant consequences if its bank subsidiary fails to maintain the required capital and management ratings, including the imposition of an agreement with the FRB that imposes limitations on its operations and may require divestitures. Until such deficiencies are corrected, the FRB generally may impose any limitations or conditions on the conduct or activities of the FHC and its affiliates that the FRB determines are appropriate, and the FHC may not commence any additional activity or acquire control of any company under Section 4(k) of the BHCA without prior FRB approval. Unless the period for compliance is extended by the FRB, if an FHC fails to correct deficiencies in maintaining its qualification for FHC status within 180 days of notice of such deficiencies from the FRB, the FRB may order divestiture of any depository institution controlled by the company. A company may comply with a divestiture order by ceasing to engage in any financial or other activity that would not be permissible for a BHC that has not elected to be treated as an FHC. The Company is currently classified as an FHC.

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Under FDICIA, each federal banking agency has prescribed, by regulation, non-capital safety and soundness standards for institutions under its authority. These standards cover internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation and benefits, standards for asset quality, earnings, and stock valuation, and other operational and managerial standards the agency determines to be appropriate. An institution that fails to meet these standards must develop a plan acceptable to the applicable agency specifying the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions.

Incentive and Executive Compensation

In 2010, the federal banking regulatory agencies published final interagency guidance for structuring incentive compensation arrangements at banking organizations. The guidance does not set forth any formulas or pay caps but contains certain principles that organizations are required to follow with respect to employees and groups of employees that may expose the organizations to material amounts of risk. The three primary principles on which this guidance was based are (i) balancing risk and financial results so as to not encourage imprudent risk-taking, (ii) compatibility with effective controls and risk management, and (iii) strong corporate governance. The FRB and the FDIC monitor compliance with this guidance as part of safety and soundness oversight. The Company has adopted a Responsible Compensation and Sales Practices Program to comply with the interagency guidance on incentive and executive compensation.

Governmental Policies

The Bank’s earnings depend significantly on the spread between interest earned on loans and investments and the interest paid on deposits and other borrowings. The yields on interest-earning assets and the rates paid on interest-bearing liabilities are sensitive to changes in prevailing market interest rates. As a result, the Bank’s earnings and growth are influenced by general economic conditions, federal fiscal policy, and the actions of regulatory agencies—particularly the FRB, which establishes national monetary policy. The timing and effect of future fiscal or monetary policy changes cannot be predicted.

Commercial banks, including the Bank, are also affected by the credit policies of regulatory authorities such as the FRB. A key function of the FRB is to regulate the supply of bank credit. The FRB uses various monetary policy tools—including open market operations in U.S. Government securities, adjustments to reserve requirements, changes in the discount rate on bank borrowings, and limits on interest rates payable on deposits—to influence the growth of bank loans, investments, and deposits, as well as the interest rates charged on loans, earned on investments, and paid on deposits.

More broadly, the monetary and fiscal policies of federal regulatory authorities affect the banking industry as a whole. Through changes in reserve requirements, open market operations, and adjustments to the discount rate, the FRB affects the cost and availability of funds for lending and investing. Future changes in interest rates, deposit levels, or loan demand—and their impact on the Company’s or the Bank’s business, results of operations, or earnings—cannot be predicted.

Future Regulatory and Legislative Initiatives

Future changes in laws and regulations affecting the Company or the Bank are inherently uncertain and could impact operations or profitability. Congress and various state legislatures regularly consider proposals that could alter the regulatory framework, competitive landscape, or structure of financial institutions. It is not possible to predict whether, or in what form, these proposals or other regulatory initiatives will be adopted, the impact they may have on the financial services industry, or how they may affect the Company’s business, financial condition, or results of operations.

STATISTICAL DISCLOSURES

The statistical disclosures required by Part I Item 1 “Business” are located under Part I Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Item 1A.Risk Factors.

Republic’s Class A Common Stock is traded on the NASDAQ under the symbol “RBCAA.” There is no established public trading market for the Company’s Class B Common Stock, however, the Company’s Class B Common Stock is fully convertible into the Company’s publicly-traded Class A Common Stock on a one-for-one basis.

FACTORS THAT MAY AFFECT FUTURE RESULTS

An investment in Republic’s common stock is subject to risks inherent in its business. There are factors, many beyond the Company’s control, which may significantly change the results or expectations of the Company. The following are the material risk factors that impact the Company of which it is currently aware. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially and adversely affect its business, financial condition, and results of operations in the future. The value or market price of the Company’s common stock could decline due to any of these identified or other risks, and an investor could lose all or part of their investment.

For information regarding forward-looking statements, see the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Republic’s Business and Industry

ECONOMIC, INTEREST RATE, AND LIQUIDITY RISKS

Fluctuations in interest rates could reduce profitability. The Bank’s asset/liability management strategy may not be able to prevent changes in interest rates from having a material adverse effect on financial condition and results of operations. The Bank’s primary source of income is from the difference between interest earned on loans and investments and the interest paid on deposits and borrowings. The Bank expects to periodically experience “gaps” in the interest rate sensitivities of its assets and liabilities, meaning that either interest-bearing liabilities will be more sensitive to changes in market interest rates than interest-earning assets, or vice versa. In either event, if market interest rates move contrary to the Bank’s balance sheet position, earnings may be negatively affected.

Inversion of the interest rate yield curve may reduce profitability. Changes in the slope of the “yield curve,” or the spread between short-term and long-term interest rates, could reduce the Bank’s NIM. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because the Bank’s interest-bearing liabilities tend to be shorter in duration than its interest-earning assets, when the yield curve flattens or even inverts, the Bank’s NIM generally decreases, as its cost of funds rises higher and at a faster pace than the yield on its interest-earning assets. A rise in the Bank’s cost of interest-bearing liabilities without a corresponding increase in the yield on its interest-earning assets would have an adverse effect on the Bank’s NIM and overall results of operations.

The Bank may be compelled to offer market-leading interest rates to maintain sufficient funding and liquidity levels. The Bank has traditionally relied on client deposits (with approximately 8% of deposits concentrated with the Bank’s top 20 depositors as of December 31, 2025), brokered deposits, and advances from the FHLB to fund operations. Such traditional sources may be unavailable, limited, or insufficient in the future. If the Bank were to lose a significant funding source, such as a few major depositors, or if any of its lines of credit were cancelled or curtailed, such as its borrowing line at the FHLB, or if the Bank cannot obtain brokered deposits, the Bank may be compelled to offer market-leading interest rates to meet its funding and liquidity needs. Obtaining funds at market-leading interest rates would have an adverse impact on the Company’s net interest income and overall results of operations.

The loss of large deposit relationships could increase the Bank’s funding costs. The Bank has several large deposit relationships that do not require collateral; therefore, cash from these accounts can generally be utilized to fund the loan portfolio. If any of these balances are moved from the Bank, the Bank would likely utilize overnight borrowing lines on a short-term basis to replace the balances. The overall cost of gathering brokered deposits and/or FHLB advances, however, could be substantially higher than the Traditional Bank deposits they replace, increasing the Bank’s funding costs and reducing the Bank’s overall results of operations.

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The proportion of Republic’s deposit account balances that exceed FDIC insurance limits may expose the Bank to enhanced liquidity risk and earnings risks in times of financial distress. Historically, uninsured deposits have been less stable than insured deposits. As a result, in the event of financial distress, uninsured depositors historically have been more likely to withdraw their deposits. The Company estimates that 41% of its total deposits as of December 31, 2025, were uninsured as they were above the FDIC’s insurance limit. If a sizable portion of these uninsured deposits were to be withdrawn within an abbreviated period of time such that additional sources of funding would be required to meet withdrawal demands, the Bank may be unable to obtain funding at favorable terms or obtain funding at all, which may have an adverse effect on its NIM. Moreover, obtaining adequate funding to meet the Bank’s deposit obligations may be more challenging during periods of elevated prevailing interest rates. The Bank’s ability to attract depositors during a time of actual or perceived distress or instability in the marketplace may be limited. Further, interest rates paid for borrowings generally exceed the interest rates paid on deposits. If the Bank had to rely more on higher-cost wholesale borrowings to fund a loss of deposits, it could materially, negatively impact the Company’s results of operations.

Prepayment of loans may negatively impact the Bank’s financial condition and results of operations. The Bank’s clients may prepay the principal amount of their outstanding loans at any time. The speeds at which such prepayments occur, as well as the size of such prepayments, are within the Bank’s clients’ discretion. If clients prepay the principal amount of their loans, and the Bank is unable to lend those funds to other clients or invest the funds at the same or higher interest rates, the Bank’s interest income will be reduced. A significant reduction in interest income would have a negative impact on the Bank’s financial condition and results of operations.

CREDIT RISKS

RAs represent a significant credit risk, and if the Bank is unable to collect a sizable portion of its RAs, it would materially, negatively impact the Company’s financial condition and results of operations. There is credit risk associated with an RA because the funds are disbursed to the taxpayer customer prior to the Bank receiving the taxpayer customer’s refund as claimed on the return. Management annually reviews and revises its RAs underwriting criteria. These changes in the RAs underwriting criteria do not ensure positive results and could have an overall material negative impact on the performance of the RA and therefore on the Company’s financial condition and results of operations.

Because there is no recourse to the taxpayer customer if the RA is not paid off by the taxpayer customer’s tax refund, the Bank must collect all of its payments related to RAs through the refund process. Losses will generally occur on RAs when the Bank does not receive payment due to several reasons, such as IRS revenue protection strategies, including audits of returns, errors in the tax return, tax return fraud, and tax debts not previously disclosed to the Bank during its underwriting process. The Bank’s underwriting during the RA approval process takes these factors into consideration based on prior years’ payment patterns, such that if the IRS significantly alters its revenue protection strategies, if refund payment patterns for a given tax season meaningfully change, if the federal government fails to timely deliver refunds, or if the Bank is incorrect in its underwriting assumptions, the Bank could experience higher loan loss provisions above those projected. The Provision is a significant determining factor of the RPG division’s overall net earnings.

In addition, as a result of 2015 PATH Act, the federal government mandates that tax refunds for tax returns with certain characteristics cannot receive their corresponding refunds before February 15th each year. Substantially all the tax returns driving TRS’s product volume meet the criteria of those subject to this later funding under the PATH Act. These funding delays effectively restrict the Bank’s ability to make in-season modifications to its RA underwriting model based on then-current year tax refund funding patterns, because the substantial majority of all RAs are issued prior to February 15th. As a result, the underwriting criteria that TRS establishes for the RA product at the beginning of the tax season could have a material negative impact on the performance of the RA before mitigating revisions can be made.

Consumer loans originated through the RCS segment represent a higher credit risk. Loss rates for some RCS products have consistently been significantly higher than Traditional Bank loss rates for unsecured consumer loans. A material increase in RCS loan charge-offs would have a material adverse effect on the Bank’s financial condition and results of operations and, if such increase in RCS loan charge-offs persisted for an extended period of time, could lead to the discontinuation of the underlying products.

Consumer installment loans originated for sale through the RCS segment represent a higher risk of loss on sale. RCS originates its installment loan product for sale and sells this product at a loss if the originated loan defaults on its first payment to RCS, which is generally 16 days following the loan’s origination date. A material increase in first payment defaults for RCS installment loans would result in a material increase in these loans being sold at a loss. Such an increase could have a material adverse impact on the program, and if such losses persisted for an extended period, it could lead to the discontinuation of the underlying product.

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Management’s changes to RPG product parameters could have a material negative impact on the performance of the RPG products. In response to changes in the legal, regulatory, and competitive environment, management annually reviews and revises RPG product parameters. Further changes in product parameters do not ensure positive results and could have an overall material negative impact on the performance of the product and therefore on the Company’s financial condition and results of operations.

The ACLL could be insufficient to cover the Bank’s actual loan losses. The Bank makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of its loans. In determining the amount of the ACLL, the Bank considers, among other factors, its historical loss and delinquency experience and prevailing economic conditions. If its assumptions are incorrect, the ACLL may not be sufficient to cover losses inherent in its loan portfolio, resulting in additions to its ACLL. In addition, regulatory agencies periodically review the ACLL and may require the Bank to increase its Provision or recognize further loan charge-offs. A material increase in the ACLL or loan charge-offs would have a material adverse effect on the Bank’s financial condition and results of operations.

Deterioration in the quality of the Traditional Banking loan portfolio may result in additional charge-offs, which would adversely impact the Bank’s financial condition and results of operations. When borrowers default on their loan obligations, it may result in lost principal and interest income and increased operating expenses associated with the increased allocation of management time and resources associated with collection efforts. In certain situations where collection efforts are unsuccessful or acceptable “work-out” arrangements cannot be reached or performed, the Bank may charge-off loans, either in part or in whole. Additional charge-offs will adversely affect the Bank’s financial condition and results of operations.

The Bank’s financial condition and results of operations could be negatively impacted to the extent the Bank relies on borrower information that is false, misleading, or inaccurate. The Bank relies on the accuracy and completeness of information provided by vendors, clients, and other parties in deciding whether to extend credit and/or enter into transactions with other parties. If the Bank relies on incomplete and/or inaccurate information, the Bank may incur additional charge-offs that adversely affect its financial condition and results of operations.

The Traditional Bank uses appraisals as part of the decision process to make a loan for, or secured by, real property. In addition, appraisals are used to value a loan if it becomes “collateral dependent” as a problem credit. Appraisals do not ensure the value of the real property collateral. As part of the new loan process or in valuing a collateral dependent problem credit, the Bank generally requires an independent third-party appraisal of the real property. An appraisal, however, is only an estimate of the value of the property at the time the appraisal is made. An error in fact or judgment could adversely affect the reliability of the appraisal. In addition, events occurring after the appraisal may cause the value of the real estate to decrease. As a result of any of these factors, the value of collateral securing a loan may be less than supposed, and if a default occurs, the Bank may not recover the outstanding balance of the loan. Approximately 38% of the Traditional Bank’s portfolio is secured by RRE and 40% is secured by CRE properties as of December 31, 2025. Both of these loan types are heavily dependent upon third-party appraisals in the decision process. Additional charge-offs in either of these portfolios as a result of inaccurate appraisals could adversely affect the Bank’s financial condition and results of operations.

The Warehouse Lending business is subject to numerous risks that may have a material adverse impact on the Bank’s financial statements and results of operations. Risks associated with warehouse loans include, without limitation, (i) credit risks relating to the mortgage bankers that borrow from the Bank, including but not limited to bankruptcy, (ii) the risk of intentional misrepresentation or fraud by any of such mortgage bankers and their third-party service providers, (iii) changes in the market value of mortgage loans originated by the mortgage banker during the time in warehouse, the sale of which is the expected source of repayment of the borrowings under a warehouse LOC, or (iv) unsalable or impaired mortgage loans so originated, which could lead to decreased collateral value and the failure of a purchaser of the mortgage loan to purchase the loan from the mortgage banker. Failure to mitigate these risks could have a material adverse impact on the Bank’s financial statements and results of operations.

The Bank holds a significant amount of BOLI, which creates credit risk relative to the insurers and liquidity risk relative to the product. The Bank holds BOLI on certain employees. The eventual repayment of the cash surrender value is subject to the ability of the various insurance companies to pay death benefits or to return the cash surrender value to the Bank if needed for liquidity purposes. The Bank continually monitors the financial strength of the various insurance companies that carry these policies. However, any one of these companies could experience a decline in financial strength, which could impair its ability to pay benefits or return the Bank’s cash surrender value. If the Bank needs to liquidate these policies for liquidity purposes, it would be subject to taxation on the increase in cash surrender value and penalties for early termination, both of which would adversely impact earnings.

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OPERATIONAL AND STRATEGIC RISKS

RPG products represent a significant operational risk, and RPG relies heavily on the accuracy and timeliness of data received from the Bank’s third-party marketers and service providers. To conduct its RPG businesses, the Bank must implement and test new systems, train associates for new products and changes to existing products, and process information and data received from third-party marketers and service providers. Due to the high volume of transaction activity across all the RPG product lines, the Bank relies heavily on the communications and information systems of the Bank, as well as the communications and information systems of its third-party providers to operate these products. Any failure, sustained interruption, or breach in security, including the cybersecurity, of these systems could result in failures or disruptions in client relationship management and other systems. If the Bank were unable to properly service this business as a result of inaccurate or untimely data from its third-party marketers and service providers, it could materially impact earnings.

RCS revenues and earnings are highly concentrated in its LOC products. The discontinuation of these LOC products, or a substantial change in the terms under which these products are offered, would have a material adverse effect on the Company’s financial condition and results of operations.

Many of the RCS programs are heavily reliant on the ability of the Bank to sell all or a sizable portion of the loans originated to a third party in order to fund the programs. If the Bank were unable to sell these loans to a third-party purchaser for any reason, RCS would likely cease originating new loans under that product line, which would significantly and negatively impact the overall earnings of RCS. RCS originates installment loans and lines of credits through its various product lines. For some of its installment products, RCS sells 100% of the balances after its origination. For its LOC products, the Bank sells a 90% or 95% participation in the product after origination, depending upon the product. If the Bank were unable to sell these loan balances for any reason, RCS would likely cease originating new loans for that particular product as soon as practical under the terms of its various agreements. The inability of RCS to originate new loans under any of its higher-yield RCS products would cause a material adverse impact to the results of operation of RCS.

In addition, the agreements between the Bank and the consumer for many of its LOC products do not allow RCS to stop originating new customer draws on that product if RCS chooses to exit the product line. For these products, if the Bank were unable to sell these balances for any reason, RCS would retain 100% of the balances it originates on those products. In those circumstances, the credit risk for the Bank would increase substantially, as it would then be responsible for 100% of any charge-offs for these loans, as opposed to 5% or 10%, when it is able to sell participating balances to a third-party purchaser. While the Bank would also be retaining 100% of the revenue from these balances as well, there is no guarantee the additional revenue would offset the charge-offs in the event of an economic downturn. Such an increase in charge-offs could have a material adverse impact on the results of operations of the RCS segment and the Company, as a whole.

Difficult or volatile market conditions in the national financial markets, the U.S. economy generally, or the Company’s markets in particular may adversely affect the Company’s lending activity or other businesses, as well as its financial condition. The Company’s business and financial performance are vulnerable to weak economic conditions in the financial markets and economic conditions generally and specifically in the markets in which the Company operates. The Company conducts its Core Banking operations across Kentucky (Louisville MSA/central/northern), Indiana (southern), Florida (Tampa MSA), Ohio (Cincinnati MSA), and Tennessee (Nashville MSA). Because of this geographic concentration, the Company’s financial condition and results of operations depend heavily on economic conditions within these specific markets. A favorable business environment is typically characterized by sustained economic growth, low inflation, low unemployment, strong business and investor confidence, solid business earnings, and healthy capital markets. Conversely, unfavorable or uncertain economic and market conditions may arise from a decline in economic growth locally or nationally; reductions in business activity or consumer confidence; limited availability or increased cost of credit and capital; rising inflation or interest rates; elevated unemployment; commodity price volatility; natural disasters; or a combination of these or other factors. Any regional or local economic downturn affecting the Company’s geographic markets—particularly one that impacts existing or prospective borrowers, depositors, or real estate values—could adversely affect the Company’s profitability more significantly than competitors with more geographically diversified operations.

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The Company operates in a highly competitive banking and financial services environment and competes with significantly larger regional, national, and international institutions, many of which have limited or no physical presence in the Company’s markets and instead compete through digital channels and other electronic delivery platforms. In addition, banking and financial services competitors—including newly formed institutions—may enter the Company’s geographic markets through branch expansion or acquisitions of existing competitors. FinTech companies continue to emerge and expand in key areas of banking, further intensifying competition. Many competitors possess substantially greater financial resources, higher lending limits, broader geographic reach, and, in some cases, lower cost structures, and may offer products and services that the Company does not or cannot provide. Certain non-bank competitors are also subject to fewer regulatory constraints. Increased competition may result in reduced loan and deposit volumes, compressed interest margins, or more favorable pricing and terms for customers, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity.

Clients may pursue alternatives to traditional bank deposits, which could reduce the Bank’s access to a relatively inexpensive and stable source of funding. Checking and savings account balances, as well as other forms of client deposits, may decline if clients perceive alternative investments—such as equity or bond markets, money-market funds, or other higher-yield financial products—as offering superior expected returns. If clients reallocate funds away from deposit accounts in favor of these alternatives, the Bank could experience deposit outflows, resulting in a loss of low-cost funding. Replacing these deposits with higher-cost funding sources, such as brokered deposits or wholesale borrowings, would increase the Bank’s overall funding costs and could negatively impact its NIM and results of operations.

The Company may be adversely affected by the soundness of other financial institutions. Financial services institutions are interrelated because of trading, clearing, counterparty, or other relationships. The Company 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, and other institutional clients. Many of these transactions expose the Company to credit risk in the event of a default by a counterparty or client. In addition, the Company’s credit risk may be exacerbated when the collateral held by the Company cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to the Company. Any such losses could have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s information systems may experience an interruption that could adversely impact the Company’s financial condition and results of operations. The Company relies heavily on communications and information systems to conduct its business. Any failure or interruption of these systems could result in failures or disruptions in client relationship management, general ledger, deposit, loan, and other systems. While the Company has policies and procedures designed to prevent or limit the impact of the failure or interruption of information systems, there can be no assurance that any such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures or interruptions of the Company’s information systems could damage the Company’s reputation, result in a loss of client business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s operations could be impacted if its third-party service providers experience difficulty. The Company depends on several relationships with third-party service providers, including core systems processing and web hosting. These providers are well-established vendors that provide these services to a sizable number of financial institutions. If these third-party service providers experience difficulty, including but not limited to a cybersecurity incident, or terminate their services, and the Company is unable to replace them with other providers, its operations could be interrupted, which would adversely impact its business.

The Company’s operations, including third-party and client interactions, are increasingly done via electronic means, and this has increased the risks related to cybersecurity threats. The Company is exposed to the risk of cyber-attacks in the normal course of business and incurs substantial cybersecurity protection costs. In general, cyber incidents can result from deliberate attacks or unintentional events. Management has observed an increased level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as by causing denial-of-service attacks on websites. Further, the rapid evolution and increased adoption of AI technologies may further intensify cybersecurity risks by making cyber-attacks more difficult to detect, contain or mitigate. Cyber-attacks may be carried out directly against the Company, or against the Company’s clients or service providers/vendors by third parties or insiders using techniques that range from highly sophisticated efforts to electronically circumvent network security or overwhelm

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websites to more traditional intelligence gathering and social engineering aimed at obtaining information necessary to gain access. While the Company, to its knowledge, has not incurred any material losses related to cyber-attacks, the Bank may incur substantial costs and suffer other negative consequences if the Bank, the Bank’s clients, or one of the Bank’s third-party service providers fall victim to successful cyber-attacks. Such negative consequences could include: remediation costs for stolen assets or information; system repairs; consumer protection costs; increased cybersecurity protection costs that may include organizational changes; deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract clients following an attack; litigation and payment of damages; and reputational damage adversely affecting client or investor confidence.

The evolving federal “AI Action Plan” and related regulatory initiatives could increase compliance costs, constrain the Company’s use of AI, and expose the Company to new legal, operational, and reputational risks. The U.S. federal government has announced an “AI Action Plan” pursuant to a January 2025 Executive Order directing federal agencies to develop a coordinated framework for the governance, development, and use of AI. The Company is in the initial stages of incorporating AI into its business activities to increase employee productivity. The Company has not deployed AI-driven systems in critical decision making or client-facing processes. While the scope, timing, and final form of the AI Action Plan and any resulting laws, regulations, supervisory guidance, or enforcement priorities remain uncertain, these initiatives may significantly affect how financial institutions develop, deploy, and oversee AI-enabled systems.

The AI Action Plan may result in new or enhanced requirements related to model governance, data usage, explainability, human oversight, testing, recordkeeping, vendor management, and accountability for AI-driven outcomes. Compliance with these requirements could require substantial investments in technology, personnel, controls, documentation, and third-party risk management, and may reduce the efficiency or effectiveness of certain AI-enabled processes. In addition, heightened regulatory scrutiny of AI systems—particularly in areas such as fair lending, consumer protection, privacy, and model risk management—could increase the risk of supervisory findings, enforcement actions, civil litigation, or reputational harm, even where AI systems are designed and implemented in good faith. The use of third-party AI models or data sources may further increase these risks if such vendors fail to meet evolving regulatory expectations or contractual standards.

If the AI Action Plan or related regulatory actions limit the Company’s ability to use AI technologies, require material changes to existing systems, or impose inconsistent or overlapping obligations across federal and state regulators, operating costs could increase and the Company’s ability to compete with other financial institutions or non-bank competitors could be adversely affected. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, or reputation.

The adoption of cryptocurrency and blockchain technology has rapidly expanded in recent years, and future regulatory changes may lead to additional growth of digital assets. In the past year, there has been an increased governmental focus on digital assets with the passage of the Guiding and Establishing National Innovation for U.S. Stablecoins Act, which was signed into law in July 2025 and provides a regulatory framework for the adoption and issuance of stablecoins. Cryptocurrency and other new forms of payment could result in increased BSA/AML compliance risks, particularly with respect to “know-your-customer” and transaction monitoring requirements. In addition, future regulatory developments may increase the ability of Fin-tech’s and other competitors to compete with traditional banks, including through the use of cryptocurrency and other digital assets or alternative payment systems.

New lines of business or new products and services may subject the Company to additional risks. From time to time, the Company may develop and grow new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, the Company may invest considerable amounts of time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of the Company’s system of internal control. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Company’s business, financial condition and results of operations. All service offerings, including current offerings and those that may be provided in the future, may become riskier due to changes in economic, competitive, and market conditions beyond the Company’s control.

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The Company is dependent upon retaining and recruiting key qualified personnel and the loss of one or more of these key individuals could curtail its growth and adversely affect its prospects. The Company is materially dependent upon the ability and experience of a number of its key management personnel who have substantial experience with Company operations, including specialized products and services, and the markets in which the Company offers services. It is possible that the loss of the services of one or more of its key personnel would have an adverse effect on operations. Management believes that future results also will depend in part upon attracting and retaining highly skilled and qualified management, as well as sales and marketing personnel. The failure to attract or retain, including as a result of an untimely death or illness, key personnel, or to find suitable replacements for them, could have a negative effect on Company operating results. Competition for such personnel is intense, and management cannot be sure that the Company will be successful in attracting or retaining such personnel.

REGULATORY AND LEGAL RISKS

The Bank’s RPG products represent a significant legal, compliance, and regulatory risk, and if the Bank fails to comply with all statutory and regulatory requirements, it could have a material negative impact on earnings. Federal and state laws and regulations govern numerous matters relating to the offering of consumer loan products and consumer deposits. Failure to comply with disclosure requirements or with laws relating to the permissibility of interest rates and fees charged could have a material negative impact on earnings. In addition, failure to comply with applicable laws and regulations could also expose the Bank to civil money penalties and litigation risk, including client and shareholder actions. Various states and consumer groups have, from time to time, questioned the fairness of the products offered by RPG. Initiatives at the federal and state level, including by governmental agencies and consumer groups, could result in regulatory, governmental, or legislative action or litigation, which could have a material adverse effect on the Company’s RPG operations. If the Company can no longer offer or must substantially alter its RPG products, it will have a material negative impact on earnings.

The Company is significantly impacted by the regulatory, fiscal, and monetary policies of federal and state governments that could negatively impact the Company’s liquidity position and earnings. These policies can materially affect the value of the Company’s financial instruments and can also adversely affect the Company’s clients and their ability to repay their outstanding loans. In addition, failure to comply with laws, regulations or policies, or adverse examination findings, could result in significant penalties, negatively impact operations, or result in other sanctions against the Company. The Board of Governors of the Federal Reserve System regulates the supply of money and credit in the U.S. Its policies determine, in large part, the Company’s cost of funds for lending and investing and the return the Company earns on these loans and investments, all of which impact NIM.

The Company and the Bank are heavily regulated at both the federal and state levels and are subject to various routine and non-routine examinations by federal and state regulators. This regulatory oversight is primarily intended to protect depositors, the DIF, and the banking system, not the shareholders of the Company. Changes in policies, regulations and statutes, or the interpretation thereof, could significantly impact the product offerings of Republic causing the Company to terminate or modify its product offerings in a manner that could materially adversely affect the earnings of the Company.

Federal and state laws and regulations govern numerous aspects of the business of banking, including changes in the ownership or control of banks and BHC’s, maintenance of adequate capital and the financial condition of a financial institution, permissible types, amounts and terms of extensions of credit and investments, permissible non-banking activities, the level of reserves against deposits and restrictions on dividend payments. Various federal and state regulatory agencies possess cease and desist powers and other authority to prevent or remedy unsafe or unsound practices or violations of law by banks subject to their regulations. The FRB possesses similar powers with respect to BHC’s. These, and other restrictions, can limit in varying degrees the way Republic conducts its business.

Federal and state laws and regulations also govern numerous matters relating to the offering of banking products. Failure to comply with these laws and regulations, including those mandating disclosure requirements or relating to the permissibility of interest rates and fees charged, could have a material negative impact on earnings. In addition, failure to comply with applicable laws and regulations could also expose the Bank to civil money penalties and litigation risk, including shareholder actions. Initiatives of the current President and the current Congress, along with actions of the states, governmental agencies, and consumer groups, could result in regulatory, governmental, or legislative action or litigation that could have a material adverse effect on the Company’s operations.

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Legislative and regulatory actions taken now or in the future may increase Republic’s costs and impact its business, governance structure, financial condition, or results of operations. Enacted financial reform legislation has changed and will continue to change the bank regulatory framework. Ongoing uncertainty and adverse developments in the financial services industry and the domestic and international credit markets, and the effect of new legislation and regulatory actions in response to these conditions, may adversely affect Company operations by restricting business activities, including the Company’s ability to originate or sell loans, modify loan terms, or foreclose on property securing loans. These measures are likely to increase the Company’s costs of doing business and may have a significant adverse effect on the Company’s lending activities, financial performance, and operating flexibility. In addition, these risks could affect the performance and value of the Company’s loan and investment securities portfolios, which also would negatively affect financial performance.

Federal and state regulatory agencies frequently adopt changes to their regulations or change the manner in which existing regulations are applied. Regulatory or legislative changes to laws applicable to the financial services industry, if enacted or adopted, may impact the profitability of the Company’s business activities, require more oversight or change certain business practices, including the ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads, and could expose Republic to additional costs, including increased compliance costs. These changes also may require Republic to invest significant management attention and resources to make any necessary changes to operations and could have an adverse effect on its business, financial condition, and results of operations.

Use of third parties creates a third-party management risk. If RB&T’s third-party service providers fail to comply with all the statutory and regulatory requirements for products offered or if RB&T fails to properly monitor its third-party service providers offering these products, it could have a material negative impact on earnings. The Bank, including RPG, and its third-party service providers operate in a highly regulated environment and deliver products and services that are subject to strict legal and regulatory requirements. Failure by the Bank’s third-party service providers to comply with, or failure of the Bank to properly monitor the compliance of its third-party service providers with, laws and regulations could result in fines and penalties that materially and adversely affect the Bank’s earnings. Such penalties could include the discontinuance of any or all third-party program manager products and services.

The Bank’s “Overdraft Honor” program represents a significant business risk, and if the Bank terminated the program, it would materially impact the earnings of the Bank. There can be no assurance that Congress, the Bank’s regulators, or others will not impose additional limitations on this program or prohibit the Bank from offering the program. The Bank’s “Overdraft Honor” program permits eligible customers to opt into the Bank’s overdraft program and overdraft their checking accounts up to a limit that is calculated and assigned each day for the Bank’s customary overdraft fee(s). Generally, to be eligible for the Overdraft Honor program, customers must qualify for one of the Bank’s traditional checking products when the account is opened and have recurring deposit activity. During the first 30 days after an account is opened, a client may participate in the Overdraft Honor program with a small, fixed limit amount depending upon the account type. After the initial 30-day period a daily overdraft limit is calculated based upon deposits and other activity in the account. If an overdraft occurs, the Bank may pay the overdraft, at its discretion, up to the client’s individual overdraft limit. Under regulatory guidelines, customers utilizing the Overdraft Honor program may remain in overdraft status for no more than 60 days before it must be closed and charged off. Substantially altering this program, or terminating it altogether, would have an adverse impact to the Company’s results of operations.

Loans originated through the Bank’s Consumer Direct and Correspondent Lending channels subject the Bank to regulatory and legal risks that the Bank does not have through its historical origination and servicing channels. Loans serviced outside the Bank’s traditional footprint also subject the Bank to various state-level servicing laws and regulations that are different than those within the Bank’s traditional footprint and may impact the Bank’s ability to collect a deficiency and timely foreclose on a loan. Failure by the Bank to properly comply with these various state-level laws and regulations could subject the Bank to fines and penalties that materially and adversely affect the Bank’s earnings. Such penalties could include the discontinuance of the Consumer Direct Channel or Correspondent Lending operations. Failure to appropriately manage these additional risks could lead to regulatory and compliance risks, as well as create burdens that reduce profitability or cause operating losses from these origination channels.

Republic’s management is required to evaluate the effectiveness of the Company’s disclosure controls and internal control over financial reporting. If the Company is unable to maintain effective disclosure controls and internal control over financial reporting, investors may lose confidence in the accuracy of the Company’s financial reports. As a public company, the Company is required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that management evaluate and determine the effectiveness of the Company’s internal control over financial

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reporting. Additionally, the Company’s independent registered public accounting firm is required to deliver an attestation report on the effectiveness of the Company’s internal control over financial reporting.

In order to maintain and improve the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting, the Company has expended and anticipates that it will continue to expend significant resources, including for accounting, internal audit, and compliance costs, along with significant management oversight. If any of these new or improved controls and systems do not perform as expected, the Company may experience further deficiencies in its controls.

The Company’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm the Company’s results of operations, cause the Company to fail to meet its reporting obligations, and adversely affect the results of periodic management evaluations and the Company’s independent registered public accounting firm’s attestation reports required by the SEC. Ineffective internal control over financial reporting could diminish investor confidence, negatively affect the price of the Company’s Class A common stock, and could result in the Company’s delisting from the NASDAQ. See Item 9A. “Controls and Procedures” for further discussion.

The Company is required to use judgment in applying accounting policies and different estimates and assumptions in the application of these policies could result in a decrease in capital and/or other material changes to the Company’s reports of financial condition and results of operations. Material estimates that are particularly susceptible to meaningful change relate to the determination of the ACLL, the fair value of certain financial instruments, particularly securities, goodwill, and purchase accounting. While the Company has identified those accounting policies that it considers critical and has procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could have a material adverse effect on the Company’s financial condition and results of operations.

The Company may be adversely affected by changes in tax laws. Any change in federal or state tax laws or regulations, including any increase in the federal corporate income tax rate from the current level of 21%, could have a material adverse effect on the Company’s financial condition and results of operations.

The Company may be subject to examinations by taxing authorities that could adversely affect the Company’s financial condition and results of operations. Republic is subject to multiple taxing jurisdictions outside of those in which its branches are located. In the normal course of business, the Company may be subject to examinations from federal and state taxing authorities regarding the amount of taxes due in connection with investments it has made and the businesses in which the Company is engaged. Federal and state taxing authorities have continued to be aggressive in challenging tax positions taken by financial institutions. The challenges made by taxing authorities may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. If any such challenges are made and are not resolved in the Company’s favor, they could have an adverse effect on the Company’s financial condition and results of operations.

Risks Related to Acquisition Activity

The Company’s ability to successfully complete acquisitions will affect its ability to grow and compete effectively in its market footprint. The Company pursues a policy of strategic growth through acquisitions to supplement organic growth. The Company’s efforts to acquire other financial institutions and financial service companies or branches may not be successful. Numerous potential acquirers exist for many acquisition candidates, creating intense competition, which affects the purchase price for which the institutions can be acquired. In many cases, the Company’s competitors have significantly greater resources than the Company has, and greater flexibility to structure the consideration for the transaction. The Company may also not be the successful bidder in acquisition opportunities that it pursues due to the willingness or ability of other potential acquirers to propose a higher purchase price or more attractive terms and conditions than the Company is willing or able to propose. Further, there can be no assurance that the Company will be able to secure any regulatory approvals required for the Company to acquire another financial institution, financial services company, or branch. Additionally, the pursuit and completion of acquisitions may divert the attention of management away from the operation of our existing business. The Company intends to continue to pursue acquisition opportunities in its market footprint. The risks presented by the acquisition of other financial institutions could adversely affect the Bank’s financial condition and results of operations.

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Successful Company acquisitions present many risks that could adversely affect the Company’s financial condition and results of operations. An institution that the Company acquires may have unknown asset quality issues or unknown or contingent liabilities that the Company did not discover or fully recognize in the due diligence process, thereby resulting in unanticipated losses. The acquisition of other institutions also typically requires the integration of different corporate cultures, loan and deposit products, pricing strategies, data processing systems and other technologies, accounting, internal audit and financial reporting systems, operating systems and internal controls, marketing programs, and personnel of the acquired institution, to make the transaction economically advantageous. The integration process is complicated and time consuming and could divert the Company’s attention from other business concerns and may be disruptive to its clients and the clients of the acquired institution. The Company’s failure to successfully integrate an acquired institution could result in the loss of key clients and employees and prevent the Company from achieving expected synergies and cost savings. Acquisitions and failed acquisitions also result in professional fees and may result in creating goodwill that could become impaired, thereby requiring the Company to recognize further charges. The Company may finance acquisitions with borrowed funds, thereby increasing the Company’s leverage and reducing liquidity, or with potentially dilutive issuances of equity securities.

Risks Related to the Company’s Common Stock

The Company’s common stock generally has a low average daily trading volume, which limits shareholders’ ability to quickly accumulate or quickly sell large numbers of shares of Republic’s common stock without causing wide price fluctuations. Republic’s common stock price can fluctuate widely in response to a variety of factors, as detailed in the next risk factor. A low average daily stock trading volume can lead to significant price swings even when a relatively small number of shares are being traded.

The market price for the Company’s common stock may be volatile. The market price of the Company’s common stock could fluctuate substantially in the future in response to several factors, including those discussed below. Some of the factors that may cause the price of the Company’s common stock to fluctuate include, but are not limited to:

Variations in the Company’s and its competitors’ operating results;
Actual or anticipated quarterly or annual fluctuations in cash flows, financial condition and results of operations;
Changes in earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to the Bank or other financial institutions;
Announcements by the Company or its competitors of mergers, acquisitions, and strategic partnerships;
Additions or departures of key personnel;
The announced exiting of or significant reductions in material lines of business within the Company;
Changes or proposed changes in banking laws or regulations or enforcement of these laws and regulations;
Events affecting other companies that the market deems comparable to the Company;
Developments relating to regulatory examinations;
Speculation in the press or investment community generally or relating to the Company’s reputation or the financial services industry;
Future issuances or re-sales of equity or equity-related securities, or the perception that they may occur;
General conditions in the financial markets and real estate markets in particular, as well as developments related to market conditions for the financial services industry;
Domestic and international economic factors, including but not limited to international conflicts, government trade restrictions, sanctions, and tariffs, unrelated to the Company’s performance;
Developments related to litigation or threatened litigation;
The presence or absence of short selling of the Company’s common stock; and
Future sales of the Company’s common stock or debt securities.

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In addition, the stock market, in general, has historically experienced extreme price and volume fluctuations. This is due, in part, to investors’ shifting perceptions of the effect of changes and potential changes in the economy on various industry sectors. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their performance or prospects. These broad market fluctuations may adversely affect the market price of the Company’s common stock, notwithstanding its actual or anticipated cash flows, financial condition and results of operations. The Company expects that the market price of its common stock will continue to fluctuate due to many factors, including prevailing interest rates, other economic conditions, operating performance, and investor perceptions of the outlook for the Company specifically and the banking industry in general. There can be no assurance about the level of the market price of the Company’s common stock in the future or that investors will be able to resell their shares at times or at prices they find attractive.

The Company’s insiders hold voting rights that give them significant control over matters requiring shareholder approval. The Company’s Executive Chair/CEO and Vice Chair hold substantial voting authority over the Company’s Class A Common Stock and Class B Common Stock. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. This group generally votes together on matters presented to shareholders for approval. These actions may include, for example, the election of directors, the adoption of amendments to corporate documents, the approval of mergers and acquisitions or sales of assets, and the continuation of the Company as a registered company with obligations to file periodic reports and other filings with the SEC. Consequently, other shareholders’ ability to influence Company actions through their vote may be limited and the non-insider shareholders may not have sufficient voting power to approve a change in control even if a significant premium is being offered for their shares. Majority shareholders may not vote their shares in accordance with minority shareholder interests.

The Company is classified as a “controlled company” for purposes of the NASDAQ Listing Rules and, as a result, it qualifies for certain exemptions from certain corporate governance requirements. Shareholders may not have the same protections afforded to shareholders of companies that are subject to such requirements. As of the date of this report, the Trager family controls a majority of the voting power of the Company’s outstanding common stock. As a result, the Company is classified as a “controlled company” within the meaning of the corporate governance standards of the NASDAQ Listing Rules. Under the NASDAQ Listing Rules, a company of which more than 50% of the outstanding voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain stock exchange corporate governance requirements, including:

The requirement that a majority of the Board consists of independent directors as defined under the NASDAQ continued listing requirements;
The requirement to have director nominations be made, or recommended to the full Board, by its independent directors or by a nominating and corporate governance committee of the Board that is composed entirely of independent directors; and
The requirement to have a compensation committee of the Board that is composed entirely of independent directors or have a written charter addressing the compensation committee’s purpose and responsibilities.

Although the Company is permitted to rely on these exemptions, it has not historically elected to reduce its corporate governance practices on this basis. Nonetheless, because the Company qualifies as a controlled company, shareholders may not have the same protections afforded to shareholders of companies that are fully subject to all NASDAQ corporate governance requirements.

An investment in the Company’s common stock is not an insured deposit. The Company’s common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in the Company’s common stock is inherently risky for the reasons described in this section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any company. As a result, if an individual acquires the Company’s common stock, the shareholder could lose some or all of that investment.

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Item 1B.Unresolved Staff Comments.

None

Item 1C. Cybersecurity

Risk Management and Strategy

The Company employs a multi-layered approach in an effort to assess, identify and manage risks from cybersecurity threats:

Risk Assessment: On a regular basis, the Company conducts assessments to identify potential cybersecurity threats and vulnerabilities within its systems and networks. This includes evaluating the impact of potential breaches and the likelihood of occurrence.

Security Measures: The Company has implemented various security measures like firewalls, encryption, intrusion detections systems, and access controls to mitigate potential risks. Further, the Company also regularly updates software and security protocols to stay ahead of any emerging threats.

Employee Training: The Company provides associates with cybersecurity training and awareness programs. These initiatives are intended to help employees recognize and respond appropriately to potential threats like phishing attempts or social engineering and account takeover. This includes conducting tabletop exercises, fostering preparedness and effective response within the Company.

Incident Response Plan: The Company has established an incident response plan in an effort to address and contain any breaches or cybersecurity incidents. This plan includes defining roles, responsibilities, and steps to recover from a potential attack.

Regular Audits and Monitoring: The Company conducts periodic audits and continuous monitoring of systems intended to detect any anomalies or potential security breaches. This involves using advanced tools to monitor network traffic and behavior for suspicious activities.

Disclosure and Transparency: The Company has implemented policies and procedures related to disclosing its cybersecurity risks and management strategies in its annual report, SEC filings, and other regulatory filings providing investors with an understanding of the potential impact on the Company’s operations and financials.

This multi-layered approach has been integrated into the Company’s overall risk management system and processes. Integrating cybersecurity risk management into the overall risk management system demonstrates the Company’s commitment to addressing threats that could significantly impact its operations, financial stability, and reputation. This integration is intended to provide a holistic approach to risk management and helps in creating a more resilient organization against cybersecurity threats.

The Company, as an integral aspect of its regular operations and risk management processes, engages third-party entities and service organizations. The Company evaluates and selects these external partners through its due diligence process. This scrutiny is intended to provide alignment with the Company’s standards for security, reliability, and compliance. Additionally, the Company engages third-party firms to augment the Company’s cybersecurity defenses, leveraging external expertise to mitigate and prevent potential threats. Furthermore, the Company maintains ongoing oversight and monitoring of these third parties in an effort to mitigate potential risks and provide continued adherence to established protocols in order to foster an ecosystem of trusted collaboration within its operational framework.

During the periods covered by this report, there were no cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, financial condition or results of operations. For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, financial condition or results of operations, see Part 1 Item 1A “Risk Factors.” The Company’s operations, including third-party and client interactions, are increasingly done via electronic means, and this has increased the risks related to cybersecurity threats, which is incorporated by reference into this Item 1C.

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Governance

The Company’s Board plays a pivotal role in overseeing risks arising from cybersecurity threats within the Company. The Board exercises oversight by adopting a Written Information Security Program, engaging in discussions, reviewing reports, and seeking updates on the Company’s cybersecurity posture. The Boards Risk Committee oversees and monitors the Bank’s enterprise risk management practices. The Risk Committee assists the Company’s Board with monitoring the Company’s information technology and cybersecurity plans and policies, in addition to compliance with information security and technology risk management requirements, including reporting related to the SEC’s cybersecurity disclosure rules.

The Company’s Board is kept informed about cybersecurity issues through a structured and responsive communication process tailored to its needs. This involves updates provided by the CISO or other members of management during Company Board and Risk Committee meetings. Additionally, management reports to the Company’s Board on significant cyber incidents, emerging threats, and the effectiveness of existing security measures. The communication framework is intended to keep the Company’s Board informed about cybersecurity matters, allowing them to make informed decisions and provide strategic guidance to fortify the Company’s defenses against potential threats.

The Company employs a software platform designed for tracking, monitoring, and managing cybersecurity threats across its systems and networks. The platform serves as a centralized hub that aggregates data from various sources, allowing the cybersecurity team, led by the CISO, to take action to mitigate risks. This technological tool serves as a key component in the Company’s cybersecurity arsenal, enhancing its ability to monitor, analyze, and respond to evolving cyber threats.

In cases where cybersecurity threats are deemed significant or pose a potential risk to the Company’s operations, they are escalated to members of management who oversee cybersecurity matters. Depending on the nature and criticality of the threat, it may be escalated to executives such as the CISO, Chief Information Officer, Chief Risk Officer, CFO, CLO/General Counsel, or other relevant senior management personnel. These leaders possess the expertise and authority to assess the situation’s impact on the Company’s operations, finances, and reputation. Further, the CISO and Chief Information Officer both have over 15 years of experience each in their respective fields of expertise. Upon receiving this information, they engage in deliberation and decision-making, collaborating with the cybersecurity team to formulate and execute an appropriate response plan, which may include elevating the matter to the Risk Committee, or the Company’s Board, if warranted. This hierarchical escalation process is intended to ensure that key decision-makers are properly informed, enabling appropriate actions to mitigate the identified cybersecurity risks.

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Item 2.Properties.

The Company’s executive offices are located at 601 West Market Street in Louisville, Kentucky. The Company also has principal support and operational functions located in three additional facilities in Louisville at 200 South Seventh Street, 9600 Brownsboro Road, and 661 South Hurstbourne Parkway. As of December 31, 2025, Republic had 29 banking centers located in Kentucky, seven banking centers in Florida, three banking centers in Indiana, four banking centers in Tennessee, and four banking centers in Ohio.

The location of Republic’s facilities, their respective approximate square footage, and their form of occupancy are as follows:

Approximate

  ​ ​

Square

  ​ ​ ​

Owned (O)/

Bank Offices

Footage

Leased (L)

Kentucky Banking Centers:

  ​ ​ ​

  ​ ​ ​

Louisville Metropolitan Area

2801 Bardstown Road, Louisville

 

5,000

 

L (1)  

601 West Market Street, Louisville

57,000

L (1)  

661 South Hurstbourne Parkway, Louisville

21,000

L (1)  

9600 Brownsboro Road, Louisville

19,000

L (1)  

8800 Dixie Highway, Suite A, Louisville

2,000

O/L (2)  

10100 Brookridge Village Boulevard, Louisville

5,000

O/L (2)  

9101 U.S. Highway 42, Prospect

3,000

O/L (2)  

11330 Main Street, Middletown

6,000

O/L (2)  

3902 Taylorsville Road, Louisville

4,000

O/L (2)  

3811 Ruckriegel Parkway, Louisville

4,000

O/L (2)  

5125 New Cut Road, Louisville

4,000

O/L (2)  

4808 Outer Loop, Louisville

4,000

O/L (2)  

438 Highway 44 East, Shepherdsville

4,000

O/L (2)  

1420 Poplar Level Road, Louisville

3,000

O

4921 Brownsboro Road, Louisville

3,000

L

3950 Kresge Way, Suite 108, Louisville

<1,000

L

3726 Lexington Road, Louisville

4,000

L

1720 West Broadway, Suite 103, Louisville

3,000

L

Lexington

3098 Helmsdale Place

5,000

O/L (2)  

3608 Walden Drive

4,000

O/L (2)  

2401 Harrodsburg Road

6,000

O

641 East Euclid Avenue

3,000

O

333 West Vine Street, Suite 102

4,000

L

Northern Kentucky

535 Madison Avenue, Covington

4,000

L

25 Town Center Boulevard, Suite 104, Crestview Hills

3,000

L

8513 U.S. Highway 42, Florence

4,000

L

119 Fairfield Avenue, Suite 110, Bellevue

3,000

L

(continued)

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  ​ ​

Approximate

  ​ ​

  ​ ​

Square

  ​ ​

Owned (O)/

Bank Offices

  ​ ​

Footage

  ​ ​

Leased (L)

(continued)

Georgetown, 430 Connector Road

5,000

O/L (2)  

Shelbyville, 1614 Midland Trail

4,000

L (2)  

Florida Banking Centers:

12933 Walsingham Road, Largo

4,000

O

10577 State Road 54, New Port Richey

3,000

L

6300 4th Street North, St. Petersburg

10,000

O

6600 Central Avenue, St. Petersburg

9,000

O

7800 Seminole Boulevard, Seminole

3,000

O

6906 East Fowler Avenue, Temple Terrace

2,000

L

1300 North West Shore Boulevard, Suite 150, Tampa

4,000

L

Southern Indiana Banking Centers:

4571 Duffy Road, Floyds Knobs

4,000

O/L (2)  

3141 Highway 62, Jeffersonville

4,000

O

3001 Charlestown Crossing Way, New Albany

2,000

L

Tennessee Banking Centers:

113 Seaboard Lane, Suite A130, Franklin

2,000

L

3404 West End Avenue, Suite 106, Nashville

2,000

L

128 Kedron Parkway, Spring Hill

1,000

L

1141 Fortress Boulevard, Suite A, Murfreesboro

3,000

L

Ohio Banking Centers:

4030 Smith Road, Suite 100, Norwood

5,000

L

9110 West Chester Towne Center Drive, West Chester

1,000

L

8050 Hosbrook Road, Cincinnati

5,000

L

8100 Montgomery Road, Cincinnati

2,000

O

Support and Operations:

200 South Seventh Street, Louisville, KY

80,000

L (1)  

(1)Locations are leased from partnerships in which the Company’s Executive Chair/CEO, Steven E. Trager; its Vice Chair and President, A. Scott Trager; its Director, Andrew Trager-Kusman; or family members of Steven E. Trager, A. Scott Trager, and Andrew Trager-Kusman, have a financial interest. See additional discussion included under Part III Item 13 “Certain Relationships and Related Transactions, and Director Independence.” For additional discussion regarding Republic’s lease obligations, see the Footnote titled “Right-of-Use Assets and Operating Lease Liabilities” under Part II Item 8 “Financial Statements and Supplementary Data.”
(2)The banking centers at these locations are owned by Republic; however, the banking center is located on land that is leased through long-term agreements with third parties.

Item 3.Legal Proceedings.

In the ordinary course of operations, Republic and the Bank are defendants in various legal proceedings. There is no proceeding, pending, or threatened litigation in which Republic and the Bank are a defendant, to the knowledge of management, in which an adverse decision could result in a material adverse change in the business or consolidated financial position of Republic or the Bank. For additional discussion, see the Footnote titled “Off-Balance Sheet Risks, Commitments and Contingent Liabilities” under Part II Item 8 “Financial Statements and Supplementary Data.”

Item 4.Mine Safety Disclosures.

Not applicable.

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PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market and Dividend Information

Republic’s Class A Common Stock is traded on the NASDAQ under the symbol “RBCAA.” There is no established public trading market for the Company’s Class B Common Stock, however, the Company’s Class B Common Stock is fully convertible into the Company’s publicly-traded Class A Common Stock on a one-for-one basis.

On February 27, 2026, the Company’s Class A Common Stock was held by 1,067 shareholders of record and the Class B Common Stock was held by 86 shareholders of record. The Company intends to continue its historical practice of paying quarterly cash dividends; however, there is no assurance by the Board that such dividends will continue to be paid in the future. The payment of dividends in the future is dependent upon future income, financial position, capital requirements, the discretion and judgment of the Board, and numerous other considerations.

For additional discussion regarding regulatory restrictions on dividends, see the Footnote titled “Stockholders’ Equity and Regulatory Capital Matters” under Part II Item 8 “Financial Statements and Supplementary Data.”

Republic has made available to its employees participating in its 401(k) Plan the opportunity, at the employee’s sole discretion, to invest funds held in their accounts under the plan in shares of Class A Common Stock of Republic. Shares are purchased by the independent trustee administering the plan from time to time in the open market in the form of broker’s transactions. As of December 31, 2025, the trustee held 228,914 shares of Class A Common Stock and 1,215 shares of Class B Common Stock on behalf of the plan.

Details of Republic’s Class A Common Stock purchases during the fourth quarter of 2025 are included in the following table:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Total Number of

  ​ ​ ​

Maximum Number

Shares Purchased

of Shares that May

as Part of Publicly

Yet Be Purchased

Total Number of

Average Price

Announced Plans

Under the Plans

Three Months Ended December 31, 2025

Shares Purchased

Paid Per Share

or Programs

or Programs

October 1 - October 31

 

$

 

433,395

November 1 - November 30

 

 

 

433,395

December 1 - December 31

 

 

 

433,395

Total

 

$

 

 

433,395

The Company did not repurchase any of its shares during the fourth quarter of 2025. During the year ended December 31, 2025, the Company repurchased 1,015 shares. In addition, in connection with employee stock awards, there were 79,193 shares withheld upon exercise of stock options and vesting of restricted stock awards to satisfy the withholding taxes and, for stock options, the exercise price.

On January 24, 2024, the Board increased the Company’s existing authorization to purchase shares of its Class A Common Stock by 400,000 shares. The repurchase program will remain effective until the total number of shares authorized is repurchased or until Republic’s Board terminates the program. As of December 31, 2025 the Company had 433,395 shares which could be repurchased under its current share repurchase programs.

During 2025, there were 1,821 shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock by stockholders of Republic in accordance with the share-for-share conversion provision option of the Class B Common Stock. The exemption from registration of the newly issued Class A Common Stock relied upon was Section (3)(a)(9) of the Securities Act. There were no equity securities of the registrant sold without registration during the quarter covered by this report.

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STOCK PERFORMANCE GRAPH

The following stock performance graph does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates the performance graph by reference therein.

The following stock performance graph sets forth the cumulative total shareholder return (assuming reinvestment of dividends) on Republic’s Class A Common Stock as compared to the KBW NASDAQ Bank Index and the S&P 500 Index. The graph covers the period beginning December 31, 2020 and ending December 31, 2025. The calculation of cumulative total return assumes an initial investment of $100 in Republic’s Class A Common Stock, the KBW NASDAQ Bank Index and the S&P 500 Index on December 31, 2020. The stock price performance shown on the graph below is not necessarily indicative of future stock price performance.

  ​

  ​

December 31, 

  ​

  ​

December 31, 

  ​

  ​

December 31, 

  ​

  ​

December 31, 

  ​

  ​

December 31, 

  ​

  ​

December 31, 

  ​

2020

2021

2022

2023

2024

2025

Republic Class A Common Stock (RBCAA)

$

100.00

$

144.53

$

120.06

$

167.31

$

217.96

$

220.76

S&P 500 Index

 

100.00

 

128.71

 

105.40

 

133.10

 

166.40

 

196.16

KBW NASDAQ Bank Index

 

100.00

 

138.33

 

108.73

 

107.76

 

147.85

 

196.00

Graphic

Item 6. [Reserved]

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The consolidated financial statements included in this report include the accounts of Republic Bancorp, Inc. and its wholly owned subsidiary, Republic Bank & Trust Company. As used in this report, the terms “Republic,” the “Company,” “we,” “our,” and “us” refer to Republic Bancorp, Inc. and, where the context requires, Republic Bancorp, Inc. and its subsidiary. The term the “Bank” refers to the Company’s subsidiary bank, Republic Bank & Trust Company, as well as its wholly owned subsidiary, RBT Insurance Agency LLC. The Company dissolved Republic Insurance Services, Inc., its former insurance captive subsidiary, in 2023. All significant intercompany balances and transactions are eliminated in consolidation.

Republic is an FHC headquartered in Louisville, Kentucky, which is the most populous city in Kentucky. The Bank is a Kentucky-based, state-chartered non-member financial institution that provides both traditional and non-traditional banking products and services through five reportable segments using a multitude of delivery channels. While the Bank operates primarily in its geographical market footprint where it has physical locations, its non-brick-and-mortar delivery channels allow it to reach clients across the U.S.

General Business Overview

The Company’s Executive Chair/CEO serves as the Company’s CODM. Income before income tax expense is the reportable measure of segment profit or loss that the CODM regularly reviews and utilizes to allocate resources and evaluate performance.

As of December 31, 2025, the Company was divided into five reportable segments: (I) Traditional Banking, (II) Warehouse Lending, (III) TRS, (IV) RPS, and (V) RCS. Management considers the first two segments to collectively constitute “Core Bank” or “Core Banking” operations, while the last three segments collectively constitute RPG operations. Prior to the first quarter of 2024, Republic had reported mortgage banking as a separate reportable segment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Republic should be read in conjunction with Part II Item 8 “Financial Statements and Supplementary Data.”

Forward-looking Statements

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied in such statements. These statements are often, but not always, identified by words or phrases such as “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or similar expressions. Forward-looking statements are not historical facts; rather, they are based on current expectations, estimates, and projections about the Company’s industry, management’s beliefs, and certain assumptions made by management—many of which are inherently uncertain and beyond management’s control. For additional information regarding forward-looking statements, see the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Accounting Standards Updates

For disclosure regarding the impact to the Company’s financial statements of ASUs, see the Footnote titled “Summary of Significant Accounting Policies” of Part II Item 8 “Financial Statements and Supplementary Data.”

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Critical Accounting Estimates

Republic’s consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods.

Management continually evaluates the Company’s accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management.

Critical accounting policies are those that management believes are the most important to the portrayal of the Company’s financial condition and results of operations and require management to make estimates that are difficult, subjective, and complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with the Company’s Audit Committee.

Republic believes its critical accounting policies and estimates relate to the ACLL and Provision. Management’s evaluation of the appropriateness of the ACLL is often the most critical accounting estimate for a financial institution, as the ACLL requires significant reliance on the use of estimates and significant judgment as to the reliance on historical loss rates, consideration of quantitative and qualitative economic factors, and the reliance on a reasonable and supportable forecast.

As of December 31, 2025, the Bank maintained an ACLL for expected credit losses inherent in Company’s loan portfolio, which includes overdrawn deposit accounts. Management evaluates the adequacy of the ACLL monthly and presents and discusses the ACLL with the Audit Committee and the Board quarterly.

The Company’s CECL method is a “static-pool” method that analyzes historical closed pools of loans over their expected lives to attain a loss rate, which is then adjusted for current conditions and reasonable, supportable forecasts prior to being applied to the current balance of the analyzed pools. Due to its reasonably strong correlation to the Company's historical net loan losses, the Company has chosen to use the U.S. national unemployment rate as its primary forecasting tool. Additionally, the Company reviews and utilizes CRE and C&I vacancy rates as a secondary forecasting tool. Subsequent to the one-year forecasts, loss rates are assumed to immediately revert back to long-term historical averages. Adjustments to the historical loss rate for current conditions include differences in underwriting standards, portfolio mix or term, delinquency level, as well as for changes in environmental conditions, such as changes in property values or other relevant factors.

The impact of utilizing the CECL approach to calculate the ACLL is significantly influenced by the composition, characteristics, and quality of the Company’s loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the ACLL, and therefore, greater volatility to the Company’s reported earnings.

See additional detail regarding the Company’s adoption of ASC 326 and the CECL method under the Footnote titled “Loans and Allowance for Credit Losses” of Part II Item 8 “Financial Statements and Supplementary Data.”

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Management evaluates the reasonableness of its Core Bank ACLL by evaluating absorption and exhaustion rates that account for CECL life-of-loan considerations. The absorption rate considers a range of total Core Bank net loan losses to the Total Core Bank ACLL using the 2008 to 2013 “Great Recession” timeframe as a baseline. The exhaustion rate considers how many years of total Core Bank gross loan charge-offs the end-of-year Core Bank ACLL could withstand based on a range of average annual net Core Bank loan losses, also using the 2008 to 2013 timeframe as a baseline. The years 2008 to 2013 represent a six-year period during which the U.S. unemployment rate rose above 8% and the Core Bank incurred a historically high period of loan losses relative to an average year of loan losses for the Core Bank. The timeframe of 2008 to 2013 is the most recent period in which the Core Bank incurred notable loan losses, and as such, Management believes is an appropriate baseline starting point in its overall absorption and exhaustion analyses.

Management considered the range of absorption rates and exhaustion rates calculated for the Core Bank as of December 31, 2025 and 2024 to be within acceptable ranges under current economic conditions. Based on management’s evaluation, a Core Bank ACLL of $66 million, or 1.24%, of total Core Bank loans, was an adequate estimate of expected losses within the loan portfolio as of December 31, 2025 and resulted in Core Banking Provision for its loans of a net charge of $6.0 million during 2025.

If the mix and amount of future charge-off percentages differ significantly from those assumptions used by management in making its determination, an adjustment to the Core Bank ACLL and the resulting effect on the income statement could be material.

The RPG ACLL as of December 31, 2025 primarily related to loans originated and held for investment through the RCS segment. RCS generally originates small-dollar, consumer credit products. For its healthcare receivable products, the Bank originates the loans, and in some instances, sells 100% of the balances and in other instances retains 100% of the balances. For its LOC products, the Bank originates these products, sells 90% or 95% of the balances within three business days of loan origination, and retains a 5% or 10% interest. RCS LOC products typically earn a higher yield but also have higher credit risk compared to loans originated through Core Banking operations, with a sizable portion of RCS clients considered subprime or near-prime borrowers.

As of December 31, 2025, the ACLL to total loans estimated for each RCS product ranged from as low as 0.25% for its healthcare-receivables portfolios to as high as 70.63% for its LOC portfolios. A lower reserve percentage was provided for RCS’s healthcare receivables as of December 31, 2025, as such receivables have recourse back to the Company’s third-party service providers.

Management only evaluates the ACLL on its active RCS products that have incurred meaningful losses since their inception, which are its LOC products. Due to the general short-term nature of these products, management utilized the current year net charge-offs for 2024 and 2025, along with the end-of-the-year ACLL to calculate each years’ absorption rate and exhaustion rate. The absorption and exhaustion rates were both considered to be within acceptable ranges as of December 31, 2025 and 2024. Based on management’s calculation, an ACLL of $19 million, or 17.15%, of total RCS loans was an adequate estimate of expected losses within the RCS portfolio as of December 31, 2025.

RPG’s TRS segment offered its RA credit product during the first two months of 2025, 2024 and 2023, and its ERA credit product during the month of December in 2025, 2024 and 2023 related to the subsequent first quarter tax filing seasons. An ACLL for losses on ERAs /RAs is estimated during the limited, short-term period the product is offered. RAs originated during the first two months of 2025, were repaid, on average, within 32 days of origination. Provisions for ERAs/RAs losses are estimated when advances are made and adjusted to actual net charge-offs as of June 30th of each year. The ACLL for ERAs as of December 31, 2025 was $296,000 for $13 million of ERAs originated during the month of December 2025.

Related to the overall credit losses on ERAs/RAs, the Bank’s ability to control losses is highly dependent upon its ability to predict the taxpayer’s likelihood to receive the tax refund as claimed on the taxpayer’s tax return. Each year, the Bank’s ERA/RA approval model is based primarily on the prior-year’s tax refund funding patterns. Because much of the loan volume occurs each year before that year’s tax refund funding patterns can be analyzed and subsequent underwriting changes made, credit losses during a current year could be higher than management’s predictions if tax refund funding patterns change materially between years.

See additional discussion regarding ERAs/RAs under the sections titled:

Part I Item 1A “Risk Factors”
Part II Item 8 “Financial Statements and Supplementary Data,” Footnote titled “Loans and Allowance for Credit Losses”

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RPG recorded a net charge of $25.6 million, $50.6 million, and $39.1 million to the Provision during 2025, 2024, and 2023, with the Provision for each year primarily due to net losses on RAs and growth in short-term, consumer loans originated through the RCS segment. If the number of future charge-offs on RAs and RCS loans differ significantly from assumptions used by management in making its determination, an adjustment to the RPG ACLL and the resulting effect on the income statement could be material.

RECENT DEVELOPMENTS

Republic Bank Finance Division Divestiture

On December 22, 2025, the Bank entered into an Asset Purchase Agreement with CAN Capital Merchant Services, Inc. (“CAN”) pursuant to which CAN is expected to purchase substantially all of the assets of RBF, a division of the Bank, consisting of approximately $82 million of loans and leases, and to assume approximately $3 million of related liabilities. CAN will also assume all on-going operations of RBF upon the closing of the transaction. Located in Marietta, Georgia, CAN is engaged in the business of alternative small business finance. Republic acquired RBF as part of its March 2023 acquisition of CBank

Per the Asset Purchase Agreement the aggregate purchase price is equal to the net book value of RBF’s assets and liabilities at Closing, plus a fixed premium. In connection with the transaction the Bank recorded a gain, net of broker commissions, of approximately $6 million during the first quarter of 2026.

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OVERVIEW

Total Company net income was $131.3 million and Diluted EPS was $6.72 for 2025, compared to net income of $101.4 million and Diluted EPS of $5.21 for 2024. The following table presents Republic’s financial performance for the years ended December 31, 2025, 2024, and 2023:

Table 1 — Summary

Percent Increase/(Decrease)

Years Ended December 31, (dollars in thousands, except per share data)

  ​ ​ ​

2025

2024

2023

2025/2024

2024/2023

Income before income tax expense

$

165,709

$

127,703

$

113,213

30

%  

13

%  

Net income

131,317

101,371

90,374

30

12

Diluted EPS of Class A Common Stock

6.72

5.21

4.62

29

13

ROA

1.84

%  

 

1.47

%  

 

1.44

%  

25

2

ROE

 

12.31

 

10.50

 

10.10

17

4

General highlights by reportable segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 consisted of the following:

(I) Traditional Banking segment

Net income increased $7.3 million, or 13%, from 2024.

Net interest income increased $23.5 million, or 12%, compared to 2024.

Provision was a net charge of $5.5 million for 2025 compared to a net charge of $3.2 million for 2024.

As a percentage of total Traditional Bank loans, the Traditional Banking ACLL was 1.40% as of December 31, 2025, compared to 1.31% as of December 31, 2024.

Noninterest income increased $8.0 million, or 20%, from 2024.

Noninterest expense increased $19.8 million, or 12%, over 2024.

Total Traditional Bank loans outstanding decreased $23 million, or 1%, during 2025.

Nonperforming loans to total loans for the Traditional Banking segment was 0.52% as of December 31, 2025, compared to 0.50% as of December 31, 2024.

Delinquent loans to total loans for the Traditional Banking segment was 0.31% as of December 31, 2025, compared to 0.22% as of December 31, 2024.

Total Traditional Bank deposits increased $192 million, or 4%, from December 31, 2024, to $4.76 billion as of December 31, 2025.

(II) Warehouse Lending segment

Net income increased $1.6 million, or 24%, over 2024.

Net interest income increased $2.2 million, or 17%, over 2024.

Provision was a net charge of $508,000 for 2025 compared to a net charge of $527,000 for 2024.

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Average committed Warehouse lines of credit increased to $1.05 billion during 2025 compared to $938 million during 2024.

Average Warehouse LOC usage increased to 53% during 2025 compared to 50% during 2024.

(III)Tax Refund Solutions segment

Net income increased $15.6 million from 2024.

Net interest income decreased $3.9 million, or 11%, from 2024.

Provision was a net charge $9.5 million for 2025, compared to a net charge of $30.0 million for 2024.

Noninterest income was $18.0 million for 2025 compared to $15.5 million for 2024.

Within noninterest income, net RT revenue increased $2.3 million, or 15%, from 2024 to 2025.

Noninterest expense totaled $10.9 million for 2025 compared to $11.6 million for 2024.

TRS’s largest Tax Provider contract was not renewed for the 2026 Tax Season.

(IV)Republic Payment Solutions segment

Net income increased $1.0 million, or 12%, from 2024.

Net interest income increased $2.0 million, or 17%, from 2024.

Noninterest income was $3.1 million for 2025 compared to $3.3 million for 2024.

Noninterest expense totaled $4.6 million for 2025 compared to $4.1 million for 2024.

(V)Republic Credit Solutions segment

Net income increased $4.4 million, or 19%, over 2024.

Net interest income decreased $1.2 million, or 2%, over 2024.

Provision was a net charge of $16.1 million during 2025 compared to a net charge of $20.6 million for 2024.

Noninterest income decreased $41,000 from 2024.

Noninterest expense totaled $11.8 million for 2025 compared to $14.1 million for 2024.

Nonperforming loans to total loans for the RCS segment was 0.14% as of December 31, 2025, compared to 0.11% as of December 31, 2024.

Delinquent loans to total loans for the RCS segment was 7.87% as of December 31, 2025, compared to 8.00% as of December 31, 2024.

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RESULTS OF OPERATIONS

This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 6, 2025.

Net Interest Income

See the section titled “Asset/Liability Management and Market Risk” in this section of the report regarding the Bank’s interest rate sensitivity.

Traditional Banking results of operations are primarily dependent upon net interest income, which represents the difference between the interest income and fees on interest-earning assets and the interest expense on interest-bearing liabilities used to fund those assets. Principal interest-earning Traditional Banking assets represent investment securities and commercial and consumer loans primarily secured by real estate and/or personal property. Interest-bearing liabilities primarily consist of interest-bearing deposit accounts, SSUAR, as well as short-term and long-term borrowing sources. FHLB advances have traditionally served as a significant borrowing and liquidity source for the Bank. Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities, as well as market interest rates.

Over the past 15 months, the FRB has reduced the FFTR by 175 bps. The most recent cut occurred on December 10, 2025, when the FRB lowered the FFTR by 25 bps to 3.75%, marking the third consecutive monthly reduction. Earlier adjustments included a 50-bp cut in September 2024 and two 25-bp cuts in November and December 2024. The FOMC has indicated the potential for further rate reductions in 2026.

Total Company net interest income was $334.7 million during 2025 and represented a $22.5 million, or 7%, increase over 2024. Total Company NIM increased to 5.05% during 2025 compared to 4.85% for 2024. In general, notably lower interest-bearing deposit costs combined with a modest decline in interest-earning assets yields during 2025 led to NIM expansion and strong net interest income for the year.

The following were the most significant components comprising the total Company’s net interest income and NIM fluctuations by reportable segment:

(I)Traditional Banking segment

Traditional Banking net interest income increased $23.5 million, or 12%, for 2025 compared to 2024. The increase in net interest income was primarily driven by year-over-year growth in average interest-earning assets and NIM expansion. Overall, the Traditional Bank’s NIM increased from 3.55% for 2024 to 3.88% for 2025, driven by primarily by lower interest-bearing deposit costs as well as improved loan and investment yields.

Items of note impacting the Traditional Bank’s change in net interest income and NIM between 2024 and 2025 follows:

Traditional Bank average loans decreased $18 million, from $4.60 billion in 2024 to $4.58 billion in 2025, while the weighted-average yield increased from 5.56% to 5.68%, resulting in a $4.8 million year-over-year increase in interest income. The higher yield was driven primarily by the runoff of lower-yielding loans through amortization and payoffs combined with the origination of new loans at higher rates.

The modest decline in average loan balances reflected the second-quarter 2024 sale of $67 million in RRE loans previously held for investment. In addition, on December 19, 2025, management agreed to sell $82 million of lease financing receivables, which were reclassified from held for investment to HFS as of December 31, 2025. While this reclassification did not materially impact 2025 average balances, it will affect period-to-period comparability going forward.

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From 2024 through the first nine months of 2025, management maintained a more conservative pricing strategy across its lending function. As expected, this approach resulted in slower origination volume across most product categories during that timeframe. Management shifted this strategy in the fourth quarter of 2025, contributing to a $32 million increase in average Traditional Bank loans when comparing the fourth quarter of 2025 to the fourth quarter of 2024. Given the current positively sloped shape of the yield curve, management expects to continue this pricing approach into 2026, provided market conditions remain favorable and funding costs remain stable.

Average interest-earning cash—managed as a separate but complementary component of the Company’s investment portfolio—rose $33 million, or 7%, to $505 million in 2025, compared to $473 million in 2024. This increase was driven primarily by excess liquidity generated from growth in average interest-bearing deposits. The weighted-average yield on interest-earning cash declined from 5.26% in 2024 to 4.32% in 2025, reflecting the 175-basis-point decrease in the FFTR over the past 15 months.

Beginning in 2020, the Company pursued an investment strategy focused on shorter-term securities while maintaining a significant level of excess cash at the FRB. As market conditions improved, the Company shifted its strategy in the fourth quarter of 2024 and throughout 2025, purchasing longer-duration investment securities, primarily MBSs, to take advantage of higher yields relative to overnight cash. The yield curve, which began to steepen in the fourth quarter of 2024, became positively sloped in late March 2025 and generally remained so through year-end 2025.

Average investments increased $107 million, or 16%, to $754 million in 2025 from $647 million in 2024, while the weighted-average yield rose from 3.10% to 3.88%, driving a $6.1 million, or 14%, increase in interest income. The higher year-over-year yield was driven primarily by a more favorable yield curve and the strategic redeployment of cash from maturing investments into longer-term securities that offered yields superior to overnight interest-earning cash alternatives.

The Traditional Bank’s average cost of interest-bearing liabilities decreased from 2.45% during 2024 to 2.03% for 2025 driven primarily by the following:

The weighted-average cost of total interest-bearing deposits decreased from 2.67% during 2024 to 2.26% for 2025, while average interest-bearing deposit balances grew $203 million, or 6%, for the same period, driving a $9.6 million, or 10% decline in interest expense. Included within this growth in interest-bearing deposits was a $262 million net increase in the average balances for business and consumer money market accounts, which generally pay premium rates, and a $63 million increase in average time deposits. The combined increase in average money market and time balances was partially offset by an $84 million decrease in average transaction accounts and $21 million decrease in the average balance of third-party listing service deposits.

Average FHLB advances increased from $400 million for 2024 to $410 million for 2025, while the weighted-average cost of these borrowings decreased from 4.55% to 4.33% for the same time periods. The decrease in the overall weighted-average cost reflects the benefit prior year term extension strategies and the decline in the overnight borrowing rates during 2025, which are generally tied to the FFTR.

Average noninterest-bearing deposits declined $48 million, or 4%, in 2025 compared to 2024. This decline reflects an industry-wide trend that began in late 2022, as the interest rate environment—particularly during periods of an inverted yield curve—combined with heightened deposit competition, has continued to make premium-rate interest-bearing checking and savings products more attractive to both consumer and business clients.

Management believes that further reductions to the FFTR are unlikely to benefit the Traditional Bank’s net interest income or NIM in 2026. The extent of any impact from the most recent or future FFTR decreases will depend on several factors, including the ongoing shift from noninterest-bearing to interest-bearing deposits, the steepness and shape of the yield curve, demand for the Company’s lending and deposit products, the Company’s ability to reduce deposit costs in line with rate cuts, and overall liquidity needs.

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(II)Warehouse Lending segment

Warehouse Lending net interest income increased $2.2 million, or 17%, from 2024 to 2025, driven by a $1.9 million, or 5%, increase in total interest income and a $287,000 reduction in interest expense. Although Warehouse NIM and loan yields declined by 2 bps and 91 bps, respectively, the segment benefited from higher average outstanding balances, which grew $87 million, or 18%, year-over-year.

Average committed Warehouse lines of credit increased from $938 million in 2024 to $1.05 billion in 2025, and average LOC usage rose from 50% to 53% over the same periods.

Because consumer mortgage activity drives utilization of Warehouse LOCs, overall usage has historically been sensitive to movements in long-term interest rates. A meaningful decline in long-end rates could increase Warehouse demand by stimulating mortgage origination volume. Conversely, declines limited to the short-end of the yield curve would not be expected to materially affect Warehouse demand.

(III)Tax Refund Solutions segment

TRS’s net interest income decreased $3.9 million, or 11%, from 2024 to 2025. Loan-related interest and fees decreased $5.3 million, or 13%, during 2025, consistent with the $72 million, or 8% decline in total ERA/RA volume for the 2025 Tax Season. In addition, TRS received a $560,000 payment during the 2024 representing a Tax Provider yield enhancement for the RA program to offset the Company’s higher funding costs. This yield enhancement was new for the 2024 Tax Season and was eliminated for the 2025 Tax Season.

As previously disclosed, the Company’s largest Tax Provider contract within TRS based on product volume expired in October 2025 and the Company did not enter into a new contract with this Tax Provider for the 2026 Tax Season (which began in December 2025).

ERAs/RAs originated through this Tax Provider represented approximately 67% of total ERA/RA dollars originated through TRS from December 2024 through February 2025. As a result, ERA/RA fee income attributable to this Tax Provider accounted for 61% of TRS’s total ERA/RA fee income for the 2025 calendar year, 88% for the fourth quarter of 2024 and 0% during the fourth quarter of 2025.

Management does not believe that the net revenue from this Tax Provider will be replaced during the 2026 calendar year.

See additional detail regarding the ERA/RA product under the Footnote titled “Loans and Allowance for Credit Losses” of Part II Item 8 “Financial Statements and Supplemental Data.”

(IV)Republic Payment Solutions segment

Net interest income from the Company’s prepaid card division increased $2.0 million, or 17%, in 2025 compared to 2024. This increase was driven primarily by a reduction in the segment’s revenue share component, as its largest marketer-servicer did not meet the minimum contractual deposit balance thresholds required to earn revenue share for 2025. By comparison, revenue share payments totaled $4.8 million in 2024 and were recorded as interest expense. Management is currently unable to predict the level of future revenue share expense as future revenue-share payments are possible but not certain.

Partially offsetting the benefit of the reduced revenue share, RPS earned a lower yield on an average balance of $340 million in prepaid program deposits during 2025, driven primarily by the 175 bp decrease in the FFTR over the past 15 months.

Historically, customer demand for prepaid card products has not been sensitive to interest rate movements, and management therefore does not expect changes in the rate environment to materially affect origination volumes. However, a declining interest rate environment would likely reduce the internal FTP credit allocated to this segment more than it would reduce any revenue-share expense, resulting in lower NIM for the segment. The magnitude of this impact will depend on the final FTP rate applied as well as the overall volume of balances generated.

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(V)Republic Credit Solutions segment

RCS’s net interest income decreased $1.2 million, or 2%, from 2024 to 2025, driven primarily by a decrease in fee income from RCS’s LOC II product. RCS’s LOC II loan fees, which are recorded as interest income on loans, decreased $1.5 million during 2025 to $27.9 million, a 5% decrease compared to the $29.4 million recorded during 2024. The decrease in fee income for the LOC II product was generally driven by a decline in new loan origination volume.

Historically, customer demand for RCS consumer loan products has not been sensitive to changes in interest rates, and management therefore does not expect rate movements to materially affect origination volumes. However, a declining interest rate environment would likely reduce the internal FTP cost allocated to this segment, which in turn would be favorable to the segment’s NIM. The magnitude of this benefit would depend on the final FTP rate applied, as well as the overall volume and mix of loans the segment originates.

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The following table presents average balances, along with the related calculations of tax-equivalent net interest income, NIM and net interest spread for the related periods.

Table 2 — Total Company Average Balance Sheets and Interest Rates

Years Ended December 31,

2025

2024

2023

  ​ ​ ​

Average

  ​ ​ ​

  ​ ​ ​

Average

Average

  ​ ​ ​

  ​ ​ ​

Average

Average

  ​ ​ ​

  ​ ​ ​

Average

(in thousands)

  ​ ​ ​

Balance

Interest

Rate

Balance

Interest

Rate

Balance

Interest

Rate

 

ASSETS

Interest-earning assets:

Federal funds sold and other interest-earning deposits

$

505,468

$

21,844

 

4.32

%  

$

472,512

$

24,846

 

5.26

%  

$

183,647

$

9,418

 

5.13

%  

Investment securities, including FHLB stock (a)

754,181

29,225

 

3.88

647,409

20,076

 

3.10

772,104

21,497

 

2.78

TRS Refund Advances (b)

75,431

33,620

44.57

86,496

38,040

43.98

73,255

32,572

44.46

RCS LOC products (b)

45,299

48,205

106.42

44,164

48,148

109.02

35,486

36,655

103.29

Other RPG loans (c)

 

104,177

 

6,536

 

6.27

 

120,584

 

9,351

 

7.75

 

115,691

 

8,736

 

7.55

Outstanding Warehouse lines of credit

556,830

38,560

6.92

470,028

36,822

7.83

396,629

29,695

7.49

Traditional Bank loans (c)

 

4,583,603

 

260,523

 

5.68

 

4,601,400

 

255,703

 

5.56

 

4,302,154

 

217,490

 

5.06

Total loans (d)

5,365,340

387,444

7.22

5,322,672

388,064

7.29

4,923,215

325,148

6.60

Total interest-earning assets

 

6,624,989

 

438,513

 

6.62

 

6,442,593

 

432,986

 

6.72

 

5,878,966

 

356,063

 

6.06

Allowance for credit losses

 

(92,164)

 

(92,071)

 

(82,230)

Noninterest-earning assets:

Noninterest-earning cash and cash equivalents

 

165,892

 

139,775

 

150,785

Premises and equipment, net

 

35,570

 

33,397

 

33,544

Bank owned life insurance

 

108,954

 

105,560

 

102,750

Other assets (a)

 

275,181

 

255,041

 

212,228

Total assets

$

7,118,422

$

6,884,295

$

6,296,043

LIABILITIES AND STOCKHOLDERS’ EQUITY

Interest-bearing liabilities:

Transaction accounts

$

1,686,558

$

10,053

 

0.60

%  

$

1,783,723

$

22,293

 

1.25

%  

$

1,500,975

$

11,602

 

0.77

%  

Money market accounts

 

1,446,921

 

40,654

 

2.81

 

1,181,060

 

39,514

 

3.35

 

874,332

 

21,150

 

2.42

Time deposits

 

450,646

 

16,986

 

3.77

 

387,156

 

15,380

 

3.97

 

298,313

 

8,681

 

2.91

Reciprocal money market and time deposits

317,523

10,210

3.22

338,644

13,886

4.10

203,993

7,532

3.69

Brokered deposits

 

170,102

 

7,681

 

4.52

 

207,877

 

11,023

 

5.30

 

47,078

 

2,516

 

5.34

Total interest-bearing deposits

 

4,071,750

 

85,584

 

2.10

 

3,898,460

 

102,096

 

2.62

 

2,924,691

 

51,481

 

1.76

SSUARs and other short-term borrowings

 

100,869

 

504

 

0.50

 

101,680

 

546

 

0.54

 

134,632

 

574

 

0.43

Federal Home Loan Bank advances

 

409,718

 

17,755

 

4.33

 

400,032

 

18,190

 

4.55

 

325,678

 

15,230

 

4.68

Total interest-bearing liabilities

 

4,582,337

 

103,843

 

2.27

 

4,400,172

 

120,832

 

2.75

 

3,385,001

 

67,285

 

1.99

Noninterest-bearing liabilities and Stockholders’ equity:

Noninterest-bearing deposits

 

1,331,886

 

1,374,457

 

1,880,471

Other liabilities

 

137,670

 

144,461

 

135,882

Stockholders’ equity

 

1,066,529

 

965,205

 

894,689

Total liabilities and stockholders’ equity

$

7,118,422

$

6,884,295

$

6,296,043

Net interest income

$

334,670

$

312,154

$

288,778

Net interest spread

 

4.35

%  

 

3.97

%  

 

4.07

%  

Net interest margin

 

5.05

%  

 

4.85

%  

 

4.91

%  

a)For the purpose of this calculation, the debt securities fair market value adjustment is included as a component of other assets.
b)Interest income is composed either entirely or predominantly of loan fees. See the following table titled “Loan Fee Income.”
c)The average balance includes the principal balance of nonaccrual loans and loans HFS (not carried at fair value), and are inclusive of all loan premiums, discounts, fees and costs.
d)See the following table for detail of loan fees by reporting segment.

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Table 3 — Loan Fee Income

The amount of loan fee income can meaningfully impact total interest income, loan yields, NIM, and net interest spread. The following table illustrates loan fees recorded as interest income on loans by segment:

Years Ended December 31, 

(in thousands)

2025

2024

2023

Traditional Banking

$

6,054

$

5,326

$

5,357

Warehouse Lending

1,405

1,285

1,031

Total Core Bank loan fees

7,459

6,611

6,388

TRS

34,005

39,274

33,529

RCS

48,205

48,148

36,655

Total RPG loan fees

82,210

87,422

70,184

Total Company loan fees

$

89,669

$

94,033

$

76,572

The following table illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Republic’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

Table 4 — Total Company Volume/Rate Variance Analysis

Year Ended December 31, 2025

Year Ended December 31, 2024

Compared to

Compared to

Year Ended December 31, 2024

Year Ended December 31, 2023

Total Net

Increase / (Decrease) Due to

Total Net

Increase / (Decrease) Due to

(in thousands)

  ​ ​ ​

Change

  ​ ​ ​

Volume

  ​ ​ ​

Rate

  ​ ​ ​

Change

  ​ ​ ​

Volume

  ​ ​ ​

Rate

Interest income:

Federal funds sold and other interest-earning deposits

$

(3,002)

$

1,646

$

(4,648)

$

15,428

$

15,183

$

245

Investment securities, including FHLB stock

9,149

3,640

5,509

(1,421)

(3,704)

2,283

TRS Refund Advance loans*

(4,420)

(4,925)

505

5,468

5,827

(359)

RCS LOC products

57

1,221

(1,164)

11,493

9,369

2,124

Other RPG loans

 

(2,815)

 

(1,171)

 

(1,644)

 

615

 

375

 

240

Outstanding Warehouse lines of credit

1,738

6,315

(4,577)

7,127

5,699

1,428

Traditional Bank loans

 

4,820

 

(992)

 

5,812

 

38,213

 

15,747

 

22,466

Net change in interest income

 

5,527

 

5,734

 

(207)

 

76,923

 

48,496

 

28,427

Interest expense:

Transaction accounts

 

(12,240)

 

(1,154)

 

(11,086)

 

10,691

 

2,501

 

8,190

Money market accounts

 

1,140

 

8,062

 

(6,922)

 

18,364

 

8,779

 

9,585

Time deposits

 

1,606

 

2,424

 

(818)

 

6,699

 

3,009

 

3,690

Reciprocal money market and time deposits

(3,676)

 

(824)

 

(2,852)

6,354

 

5,443

 

911

Brokered deposits

(3,342)

(1,840)

(1,502)

8,507

8,527

(20)

SSUARs and other short-term borrowings

 

(42)

 

(4)

 

(38)

 

(28)

 

(157)

 

129

Federal Home Loan Bank advances

 

(435)

 

433

 

(868)

 

2,960

 

3,391

 

(431)

Net change in interest expense

 

(16,989)

 

7,097

 

(24,086)

 

53,547

 

31,493

 

22,054

Net change in net interest income

$

22,516

$

(1,363)

$

23,879

$

23,376

$

17,003

$

6,373

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Provision

Total Company Provision was a net charge of $31.6 million for 2025 compared to a net charge of $54.4 million for 2024.

The following were the most significant components comprising the total Company’s Provision by reportable segment:

(I)Traditional Banking segment

The Traditional Banking Provision during 2025 was a net charge of $5.5 million compared to a net charge of $3.2 million for 2024.

The net charge for 2025 was primarily driven by the following:

During the fourth quarter of 2025, the Traditional Bank recorded a $4.8 million specific allocation related to a $16 million C&I participation relationship, in which Republic is not the lead bank. This credit has been impacted by strong competition, declining revenues and rising expenses.

During the fourth quarter of 2025, the Traditional Bank recorded a net credit to the Provision of $342,000 related to the transfer of the substantial majority of its RBF loan/lease portfolio into the HFS category.

During the first quarter of 2025, approximately $5 million of consumer credit cards were transferred from held for investment to HFS, which generated a net credit to the Provision of $414,000. The consumer credit card sale was completed during the second quarter of 2025.

During the second quarter of 2025, as a practical expedient, the Company established a minimum loan balance threshold in assessing credits for impairment resulting in a $518,000 credit adjustment to the Provision.

The Traditional Bank recorded net charge-offs of $1.6 million during 2025.

The net charge for 2024 was primarily driven by the following:

The Traditional Bank recorded a net charge to the Provision of $747,000 during 2024 related to general formula reserves applied to Traditional Bank loans. While loan balances at the Traditional Bank decreased by $49 million during 2024, the segment continued to experience a change in loan mix, growing in categories with higher loan loss reserve requirements thus driving its higher Provision.

The Traditional Bank recorded $1.9 million in charge-offs related to three linked, broker-related marine loans during the third quarter of 2024. During the first quarter of 2025, the Traditional Bank recorded a $1.6 million insurance recovery to noninterest income associated with these loans. The Company discontinued originating broker-related marine loans during the third quarter of 2024. As of December 31, 2025, the Bank had $3 million of broker-related marine loans remaining in its loan portfolio.

As a percentage of total Traditional Bank loans, the Traditional Banking ACLL was 1.40% as of December 31, 2025, compared to 1.31% as of December 31, 2024.

The Company believes, based on information presently available, that it has adequately provided for Traditional Banking loan losses as of December 31, 2025.

(II)Warehouse Lending segment

Warehouse recorded a net charge to the Provision of $508,000 during 2025 compared to a net charge of $527,000 for 2024. Provision for both periods reflected changes in general reserves consistent with changes in outstanding period-end balances. Outstanding Warehouse period-end balances increased $203 million, or 37%, during 2025 compared to an increase of $211 million, or 62%, during 2024.

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As a percentage of total Warehouse outstanding balances, the Warehouse ACLL was 0.25% as of both December 31, 2025 and December 31, 2024.

The Company believes, based on information presently available, that it has adequately provided for Warehouse loan losses as of December 31, 2025.

(III)Tax Refund Solutions segment

TRS recorded a net charge to the Provision of $9.5 million during 2025 compared to a net charge of $30.0 million during 2024. Substantially all TRS Provision in both periods was related to its ERA/RA products.

The Bank’s ability to control ERA/RA losses is highly dependent upon its ability to predict the taxpayer’s likelihood to receive the tax refund as claimed on the taxpayer’s tax return. In addition, the Bank’s ability to control losses for the ERA product is highly dependent upon the taxpayer returning to a Tax Provider for the filing of their final tax return. Each year, the Bank’s ERA/RA approval model is based primarily on the prior-year’s tax refund payment patterns. Because the substantial majority of the ERA/RA volume occurs each year before that year’s tax refund payment patterns can be analyzed and subsequent underwriting changes implemented, credit losses during a given year could be higher than management’s predictions if tax refund payment patterns change materially between years.

2025 Tax Season Fee Structure Changes and Corresponding Shift and Decline in Total Origination Volume:

During the fourth quarter of 2024, the Company revised its agreement with its largest Tax Provider based on product volume for the 2025 Tax Season. Under the revised structure, the ERA fee was increased and a new ERA-specific loss-cap guarantee was added, while the fee applicable to RAs was reduced. Consistent with these changes, TRS experienced a shift in product mix and an overall decline in total ERA/RA volume for the 2025 Tax Season compared to the 2024 Tax Season.

Total ERA/RA volume for the 2025 Tax Season declined $72 million, or 9%, from $874 million originated for the 2024 Tax Season to $802 million for the 2025 Tax Season. Total RA origination volume was $663 million during 2025 compared to $771 million during 2024, with originations for both periods occurring during the first quarter. Total ERA origination volume was $139 million during the 2025 Tax Season compared to $103 million during the 2024 Tax Season, with originations occurring in December 2024 and December 2023, respectively.

2026 Tax Season Contract Expiration:

As previously disclosed, the Company’s largest Tax Provider contract within TRS based on product volume, expired in October 2025, and the Company did not enter into a new contract with this Tax Provider for the 2026 Tax Season (which began in December 2025). Provision for ERAs/RAs originated through this Tax Provider represented 58% of TRS’s total ERA/RA Provision for the 2025 calendar year, 96% for the fourth quarter of 2024 and 0% for the fourth quarter of 2025. Management does not believe that the net revenue from this Tax Provider will be replaced during the 2026 calendar year.

The lower Provision during 2025 compared to 2024 related to the following factors:

Significant improvement in payments received from the U.S. Treasury to fund federal tax refunds for the first quarter 2025 Tax Season.

The 2025 Tax Season fee structure changes and corresponding shift and decline in total ERA and RA volume detailed above.

oA larger percentage of ERA Provision was recorded during December 2024 compared to December 2023, effectively leading to a lower comparable Provision during 2025 versus 2024. ERA provisioning in December 2024 was based on the final loss rate realized from the ERAs originated December 2023. Included in the Provision for 2023 was a $3.9 million charge related to $103 million of ERAs originated in December 2023 for tax returns that were anticipated to be filed during the first quarter of 2024.

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The 2026 Tax Season contract expiration detailed earlier in this section and ERA provisioning.

oDuring December 2024, $139 million of ERAs were originated and outstanding at period end related to tax returns that were anticipated to be filed during the first quarter 2025 Tax Season. ERA originations related to the largest Tax Provider contract totaled $123 million, resulting in a $9.5 million charge to provision during 2025. During December 2025, $13 million of ERAs were originated and outstanding at period end related to tax returns that anticipated to be filed during the first quarter 2026 Tax Season, resulting in approximately $300,000 of provision expense for 2025.

The Company believes, based on information presently available, that it has adequately provided for TRS loan losses as of December 31, 2025.

See additional detail regarding the ERA/RA products under the Footnote titled “Loans and Allowance for Credit Losses” of Part II Item 8 “Financial Statements and Supplemental Data.”

(IV)Republic Payment Solutions segment

There is no ACLL or Provision for RPS, as the segment offers prepaid and debit solutions to consumers.

(V)Republic Credit Solutions segment

As illustrated in the following table, RCS recorded a net charge to the Provision of $16.1 million during 2025 compared to a net charge of $20.6 million for 2024. RCS recorded net charge-offs of $17.7 million during 2025 compared to $17.9 million during 2024. In addition, the RCS Provision fluctuation from 2024 to 2025 was meaningfully impacted by calculated reserve requirements tied to period-to-period balance fluctuations in the higher risk LOC II product, whose period-end balances grew nearly $4.6 million during 2024 and declined $1.6 million during 2025.

RCS recorded a net charge to the Provision of $20.6 million during 2024 compared to a net charge to the Provision of $16.5 million for 2023. The increase in the Provision during 2024 was substantially within the LOC II product and was generally in-line with its calculated required requirements tied to the increase in its period-end loan balances from 2023 to 2024.

While RCS loans generally return higher yields, they also present a greater credit risk than Traditional Banking loan products. As a percentage of total RCS loans, the RCS ACLL was 17.30% as of December 31, 2025 compared to 16.30% as of December 31, 2024.

The Company believes, based on information presently available, that it has adequately provided for RCS loan losses as of December 31, 2025.

Table 5 — Republic Credit Solutions Provision by Product Type

Years Ended December 31, 

(in thousands)

2025

2024

2023

Product:

Lines of credit

$

16,171

$

20,644

$

16,486

Healthcare receivables

(33)

(19)

43

Total RCS provision

$

16,138

$

20,625

$

16,529

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Noninterest Income

Table 6 — Analysis of Noninterest Income

Percent Increase/(Decrease)

Years Ended December 31, (dollars in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

  ​ ​ ​

2025/2024

2024/2023

Service charges on deposit accounts

$

14,436

$

14,186

$

13,855

 

2

%

2

%

Net refund transfer fees

 

17,685

 

15,356

 

15,748

 

15

(2)

Mortgage banking income

 

7,401

 

5,438

 

3,542

 

36

54

Interchange fee income

 

12,191

 

12,967

 

13,057

 

(6)

(1)

Program fees

 

17,605

 

17,818

 

15,582

 

(1)

14

Increase in cash surrender value of bank owned life insurance

 

3,596

 

3,208

 

2,719

 

12

18

Death benefits in excess of cash surrender value of life insurance

1,728

(100)

Net losses on other real estate owned

 

(211)

 

(206)

 

(211)

 

(2)

2

Gain on sale of Visa Class B-1 shares

4,090

100

Other

 

6,032

 

3,883

 

5,437

 

55

(29)

Total noninterest income

$

82,825

$

72,650

$

71,457

 

14

%

2

%

Total Company noninterest income increased $10.2 million, or 14%, from 2024 to 2025.

The following were the most significant components comprising the total Company’s noninterest income fluctuation by reportable segment:

(I)Traditional Banking segment

Noninterest income increased $8.0 million, or 20%, from 2024 to 2025, primarily driven by the following:

Mortgage Banking income increased $2.0 million, or 36% from 2024 to 2025. Approximately $1.0 million of the increase was the result of a negative fair value adjustment recorded during the first quarter of 2024 related to $67 million of correspondent loans that were re-classified from held for investment to HFS during the period. The remaining $1.0 increase related to a $32 million, or 17%, increase in the volume of fixed rate loans that were sold into the secondary market during 2025 compared to 2024. In general, mortgage activity strengthened in late 2025 as long-term market interest rates declined.

BOLI income increased $388,000 in 2025 compared to 2024 driven by appreciation in cash-surrender values within the policy plans and a §1035 policy exchange executed in 2025 to enhance the overall yield of the portfolio. BOLI assets are currently being carried at $111 million on the balance sheet.

The Bank recorded a $4.1 million gain on sale of Visa Class B-1 shares during the first quarter of 2025. The Visa Class B-1 common stock was issued to Visa’s U.S. member banks during 2008 in connection with a reorganization and Initial Public Offering.

Other noninterest income increased $2.1 million, or 56%, during 2025 compared to 2024, led by a $1.6 million insurance recovery related to a $1.9 million charge-off recorded in 2024. In addition, swap fee income increased $266,000 year over year and the Traditional Bank recognized a $328,000 non-recurring gain in 2025 related to the sale of the consumer credit card portfolio.

The Traditional Bank earns a substantial majority of its fee income related to its overdraft service program from the per item fee it assesses its customers for each insufficient-funds check or electronic debit presented for payment. The total per item fees, net of refunds, included in service charges on deposits for 2025, and 2024 was $7.4 million in both periods. The total daily overdraft charges, net of refunds, included in interest income for 2025, and 2024 was $1.2 million in both periods.

(II)Warehouse Lending segment

Warehouse noninterest income, which consists entirely of service charges on deposit accounts, increased $21,000 from $62,000 in 2024 to $83,000 in 2025.

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(III)Tax Refund Solutions segment

TRS’s noninterest income increased $2.4 million, or 16%, during 2025 compared to 2024, with RT fees representing the majority of noninterest income for each period. Despite a 5.6% decrease in overall volume, RT income expanded $2.3 million, or 15%, in 2025 attributable to a 22.8% increase in the per-unit net fee earned. The better per-unit profitability was led by select product price increases combined with a minimal change in revenue share.

As previously disclosed, the Company’s largest Tax Provider contract within TRS based on product volume expired in October 2025 and the Company did not enter into a new contract with this Tax Provider for the 2026 Tax Season (which began in December 2025).

Net RT revenue generated from this Tax Provider accounted for approximately 20% of TRS’s total net RT revenue for the 2025 calendar year. The RT product is primarily earned and recognized during the first half of the year. Management does not believe that the net revenue from this Tax Provider will be replaced during the 2026 calendar year.

(IV)Republic Payment Solutions segment

RPS’s noninterest income decreased $172,000, or 5%, for 2025 compared to 2024. RPS program fees, which are volume based and represent a portion of the net interchange revenue earned for cardholder activity, drove the noninterest income decline.

(V)Republic Credit Solutions segment

RCS’s noninterest income decreased $41,000, during 2025 compared to 2024, with program fees representing the substantial majority of RCS’s noninterest income. As noted in the following table, lower sales volume from RCS’s LOC products from 2024 to 2025 was offset by expansion within the installment products.

The following table presents program fees by RPG Segment:

Table 7 — Program Fees by Republic Processing Group Segment

Years Ended December 31, 

(in thousands)

2025

2024

2023

Segment:

TRS

$

$

$

RPS

2,948

3,121

2,827

RCS

14,657

14,697

12,755

Total RPG program fees

$

17,605

$

17,818

$

15,582

The following table presents RCS program fees by product type:

Table 8 — Program Fees by Republic Credit Solutions Product

Years Ended December 31, 

(in thousands)

2025

2024

2023

Product:

Lines of credit

$

9,131

$

10,307

$

8,762

Healthcare receivables

203

189

196

Installment loans*

5,323

4,201

3,797

Total RCS program fees

$

14,657

$

14,697

$

12,755

*The Company has elected the fair value option for this product, with mark-to-market adjustments recorded as a component of Program Fees.

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Noninterest Expense

Table 9 — Analysis of Noninterest Expense

Percent Increase/(Decrease)

Years Ended December 31, (dollars in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

  ​ ​ ​

2025/2024

2024/2023

Salaries and employee benefits

$

127,060

$

118,650

$

115,869

 

7

%  

2

%

Technology, equipment, and communication

 

34,618

 

30,690

 

29,107

 

13

5

Occupancy

 

14,175

 

13,856

 

13,967

 

2

(1)

Marketing and development

 

7,720

 

9,439

 

8,446

 

(18)

12

FDIC insurance expense

 

3,064

 

3,012

 

2,728

 

2

10

Interchange related expense

 

6,373

 

5,845

 

5,965

 

9

(2)

Legal and professional fees

 

3,709

 

3,489

 

3,204

 

6

9

Merger expense

41

2,160

(100)

(98)

Core conversion and related contract consulting fees

 

6,213

 

 

 

100

Other

 

17,257

 

17,703

 

17,952

 

(3)

(1)

Total noninterest expense

$

220,189

$

202,725

$

199,398

 

9

%  

2

%

Total Company noninterest expense increased $17.5 million, or 9%, during 2025 compared to 2024.

The following were the most significant components comprising the total Company’s noninterest expense fluctuation by reportable segment:

(1)Traditional Banking segment

Traditional Bank noninterest expense increased $19.8 million, or 12%, for 2025 compared to the same period in 2024, driven primarily by the following:

Salaries and employee benefits increased by a combined $7.1 million, or 7%, driven primarily by a $2.5 million increase in health insurance claims and a $3.1 million increase in bonus-related expenses. The larger bonus-related expenses for 2025 were consistent with the Company’s strong operating results compared to plan.

Technology, equipment, and communication expenses increased $3.5 million, or 13%, over 2024. The increase in Technology expense was driven primarily by expanded data storage, enhanced security, and new ancillary systems, including additional costs resulting from the transition to a new call center management system. Also, 2024 included a $450,000 refund related to a prior year contract billing dispute. In addition, the Company operated on a month-to-month contract basis from July to mid-October, as it transitioned to a new core system provider. Under the month-to-month contract terms, the Company paid a 25% premium above its previous contractual run rate. Management expects to incur a net benefit in technology costs in the future as a result of the new call center management system and core system conversion.

Marketing and development expenses increased $1.0 million, or 28%, over 2024 driven primarily by the Bank’s current marketing campaigns which include a new branding initiative. Overall, Traditional Banking marketing expenses are expected to remain near current levels into the near future.

Interchange related expense increased $576,000, or 10%, for the year ended December 31, 2025 compared to the prior year, consistent with the increase in transaction volume and customer base expansion.

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The Traditional Bank recorded $6.2 million during 2025, primarily during the first quarter, for deconversion and consulting fees related to its Core System contract. Included within these costs were the following:

oApproximately $4.1 million of the expense related to contract negotiation assistance from a third-party consultant that was calculated as a percentage of anticipated savings over the five-year term of the new contract. Republic projects a savings in excess of $16 million over the contract’s five-year term.

oApproximately $2.1 million of this expense related to data conversion and secondary system migration costs in preparation for the conversion to the core conversion.

(II)Warehouse Lending segment

Noninterest expense at the Warehouse Lending segment increased $157,000, or 4%, during 2024 to 2025.

(III)Tax Refund Solutions segment

Noninterest expense at the TRS segment decreased $740,000, or 6%, during 2025 compared to 2024, as various underwriting and administrative related expenses declined consistent with ERA/RA volume.

(IV)Republic Payment Solutions segment

Noninterest expense at the RPS segment increased $536,000, or 13%, during 2025 compared to 2024, primarily due to a $657,000 increase in salary and employee benefits resulting from an increase in allocated staff.

(V)Republic Credit Solutions segment

Noninterest expense at the RCS segment decreased $2.3 million, or 16%, during 2025 compared 2024, driven primarily by a $2.5 million, or 47%, reduction in marketing and development expenses, which generally fluctuate in-line with overall origination volume. Under the terms of the Company’s contract with its LOC II marketer-servicer, RCS reimburses the marketer-servicer a certain dollar amount for marketing costs based on each new product originated during the period.

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FINANCIAL CONDITION

Overview

Total assets increased $195 million, or 3%, to $7.04 billion at December 31, 2025 from $6.85 billion at December 31, 2024, driven primarily by expansion within the investment portfolio.

Total liabilities increased $85 million, or 1%, to $5.94 billion at December 31, 2025 from $5.85 billion at December 31, 2024, due mainly to a $111 million, or 28%, increase in total FHLB advances outstanding.

Stockholders’ equity increased $110 million, or 11%, to $1.10 billion at December 31, 2025, compared to $992 million at December 31, 2024. This increase reflected net income of $131.3 million and an improvement in AOCI, partially offset by $35 million of cash dividends declared during 2025. The improvement in AOCI was attributable to changes in the interest-rate environment and the corresponding impact on the valuation of the AFS debt-securities portfolio and cash-flow-hedging derivatives.

Cash and Cash Equivalents

Cash and cash equivalents include cash, deposits with other financial institutions with original maturities of less than 90 days, and federal funds sold. The Company had $220 million in cash and cash equivalents as of December 31, 2025, compared to $432 million as of December 31, 2024. Average interest-earning cash and cash equivalents totaled $671 million for 2025, compared to $612 million for 2024. For cash held at the FRB, the Bank earns a yield on balances in excess of required reserves, with these funds earning a weighted-average yield of 4.33% during 2025 compared to 5.26% during 2024. Cash held within the Bank’s banking centers and ATM/ITM networks does not earn interest. Despite the year-over-year increase in average interest-earning cash balances, the Company has, over the past several months, deployed a higher percentage of its excess cash into investment securities resulting in a decrease in period-end cash balances.

In prior years, the Company maintained elevated cash balances during the fourth quarter due to near-term funding requirements for ERAs/RAs related to the upcoming Tax Season. As previously disclosed, the Company’s largest Tax Provider contract within TRS, based on product volume, expired in October 2025, and the Company did not enter into a replacement agreement. Consistent with the non-renewal of this contract, the Company did not acquire any short-term brokered deposits at year-end 2025, compared to $200 million acquired at year-end 2024.

Beginning in 2020, the Company employed an investment strategy focused on purchasing securities with shorter-term durations while maintaining significant excess cash at the FRB. Beginning in the fourth quarter of 2024 and continuing throughout 2025, the Company shifted to purchasing longer-duration investment securities in response to a more favorable yield curve and the relatively higher yields available compared to overnight cash. The yield curve, which began to steepen during the fourth quarter of 2024, became positively sloped in late March 2025 and remained so through year-end 2025.

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Investment Securities

Table 10 — Investment Securities Portfolio

December 31, (in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Available-for-sale debt securities (fair value):

U.S. Treasury securities and U.S. Government agencies

$

293,375

$

389,086

Private label mortgage-backed security

 

1,439

 

1,550

Mortgage-backed securities - residential

 

567,909

 

168,233

Collateralized mortgage obligations

 

16,907

 

19,243

Corporate bonds

 

1,001

 

2,009

Trust preferred security

 

4,062

 

4,034

Total available-for-sale debt securities

 

884,693

 

584,155

Held-to-maturity debt securities (amortized cost):

Mortgage backed securities - residential

 

13

 

23

Collateralized mortgage obligations

 

4,931

 

5,756

Corporate bonds

4,999

Total held-to-maturity debt securities

 

4,944

 

10,778

Equity securities with a readily determinable fair value (fair value):

Freddie Mac preferred stock

 

945

 

693

Total equity securities with a readily determinable fair value

945

693

Total investment securities

$

890,582

$

595,626

The primary purpose of the Company’s investment securities portfolio is to provide a stable source of interest income and serve as an important liquidity management tool. In managing overall balance-sheet composition, the Company seeks to balance earnings generation with credit quality and liquidity considerations.

At December 31, 2025, the Company’s AFS debt securities primarily consisted of U.S. Treasury securities and U.S. Government agency obligations, including agency MBSs and agency CMOs. The agency MBSs consist mainly of hybrid mortgage securities and other ARM-based securities underwritten and guaranteed by GNMA, FHLMC, or FNMA. The agency CMOs held in the portfolio are predominantly floating-rate securities that reset monthly. A portion of the investment portfolio is pledged to support client SSUAR balances, while remaining eligible securities not pledged for SSUARs may be pledged to the FHLB as collateral for the Bank’s borrowing capacity.

Beginning in 2020, the Company employed an investment strategy focused on purchasing securities with shorter-term durations while maintaining significant excess cash at the FRB. Beginning in the fourth quarter of 2024 and continuing throughout 2025, the Company shifted to purchasing longer-duration investment securities in response to a more favorable yield curve and the relatively higher yields available compared to overnight cash. The yield curve, which began to steepen during the fourth quarter of 2024, became positively sloped in late March 2025 and remained so through year-end 2025. As a result of this strategy, Republic’s investment portfolio increased $295 million, or 50%, from December 31, 2024, to December 31, 2025. This growth was driven by $771 million of securities purchases, partially offset by $492 million in calls and maturities of debt securities and paydowns on MBS’s.

Strategies for the investment securities portfolio are influenced by economic and market conditions, loan demand, deposit mix, and liquidity needs. The Company’s investment management strategy for 2026 and beyond will depend on a variety of factors, including the Company’s current and projected liquidity position, customer demand for loan and deposit products, the Company’s overall interest-rate-risk profile, the shape of the yield curve and prevailing interest-rate environment, as well as expectations for short-term and long-term interest-rate trends.

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Table 11 — Available-for-Sale Debt Securities

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted

Weighted

Average

Amortized

Fair

Average

Maturity in

December 31, 2025 (dollars in thousands)

Cost

Value

Yield

Years

U.S. Treasury securities and U.S. Government agencies:

Due in one year or less

$

84,959

$

83,944

 

2.00

%  

0.71

Due from one year to five years

 

209,981

 

209,431

 

3.77

3.18

Total U.S. Treasury securities and U.S. Government agencies

 

294,940

 

293,375

 

3.26

2.47

Corporate bonds, due in one year or less

1,001

 

1,001

 

6.39

0.42

Trust preferred security, due beyond ten years

3,924

4,062

9.17

11.39

Private label mortgage backed security

 

 

1,439

 

7.61

8.63

Total mortgage backed securities - residential

 

570,491

 

567,909

 

4.41

19.56

Total collateralized mortgage obligations

 

17,528

 

16,907

 

4.12

16.90

Total available-for-sale debt securities

$

887,884

$

884,693

 

4.05

%  

13.77

Table 12 — Held-to-Maturity Debt Securities

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted

Weighted

Average

Amortized

Fair

Average

Maturity in

December 31, 2025 (dollars in thousands)

Cost

Value

Yield

Years

Total mortgage backed securities - residential

$

13

$

13

 

5.05

%  

8.83

Total collateralized mortgage obligations

 

4,931

 

4,916

 

5.34

14.26

Total held-to-maturity debt securities

$

4,944

$

4,929

 

5.34

%  

14.24

Actual maturities for MBS may differ from contractual maturities due to prepayments on underlying collateral.

See the Footnote titled “Investment Securities” of Part II Item 8 “Financial Statements and Supplementary Data” for further information regarding the Bank’s investment securities.

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Loan Portfolio

Table 13 — Loan Portfolio Composition

Years Ended December 31, (in thousands)

  ​ ​ ​

  ​ ​ ​

2025

  ​ ​ ​

2024

Traditional Banking:

Residential real estate:

Owner-occupied

$

1,040,080

$

1,032,459

Nonowner-occupied

 

283,246

 

318,096

Commercial real estate:

 

Owner-occupied

666,948

659,216

Nonowner-occupied

799,420

840,517

Multi-family

331,370

313,444

Construction & land development

 

238,455

 

244,121

Commercial & industrial

 

528,873

 

460,245

Lease financing receivables

 

20,523

 

93,304

Aircraft*

 

203,120

 

226,179

Home equity

 

413,638

 

353,441

Consumer:

Credit cards

10,711

16,464

Overdrafts

971

982

Automobile loans

738

1,156

Other consumer

8,204

9,555

Total Traditional Banking

4,546,297

4,569,179

Warehouse lines of credit*

 

754,090

 

550,760

Total Core Banking

5,300,387

5,119,939

Republic Processing Group*:

Tax Refund Solutions:

 

 

Refund Advances

 

12,924

 

138,614

Other TRS commercial & industrial loans

19,473

52,180

Republic Credit Solutions

 

113,545

 

128,733

Total Republic Processing Group

 

145,942

 

319,527

 

 

Total loans**

 

5,446,329

 

5,439,466

Allowance for credit losses

 

(85,352)

 

(91,978)

Total loans, net

$

5,360,977

$

5,347,488

Note: Loan segments as of December 31, 2024 changed from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the CRE loan pool was further segmented into Owner-occupied CRE, Nonowner-occupied CRE, and Multi-family beginning in 2025.

*Identifies loans to borrowers located primarily outside of the Bank’s market footprint.

**Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs.

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The Company’s credit exposure is diversified across both commercial and consumer borrowers, with no single industry representing more than 10% of total loans outstanding. Although the loan portfolio is broadly diversified, a borrower’s ability to meet contractual obligations remains influenced by the economic conditions and industry dynamics affecting that borrower. Loans outstanding and related unfunded commitments are primarily concentrated within the Company’s core market footprint, which includes Kentucky, Indiana, Florida, Ohio, and Tennessee.

Total Company gross loans increased $7 million during 2025, reaching $5.45 billion outstanding as of December 31, 2025. The most significant components comprising the change in loans by reportable segment follow:

(I)Traditional Banking segment

Traditional Banking period-end loan balances decreased $23 million, or 1%, from December 31, 2024 to December 31, 2025. Excluding the $82 million of RBF lease-financing receivables that were reclassified from held for investment to HFS, the Traditional Bank would have generated $59 million of year-over-year loan growth. The primary drivers of the decline in Traditional Banking loan balances are as follows:

For 2024 and the first nine months of 2025, management maintained a stricter pricing strategy across all lending types in response to then-current economic conditions. As expected, this approach resulted in slower origination volume across most product categories during the period. In the fourth quarter of 2025, however, supported by a more positively sloped yield curve, the Traditional Bank achieved its first quarter-over-prior-quarter average loan balance growth of the year, with average loans increasing by $32 million.

During the fourth quarter of 2025, approximately $82 million of lease finance receivables were reclassified from held for investment to HFS as the Bank entered into an Asset Purchase Agreement to sell its St. Louis-based RBF operations. The transaction closed in February 2026, and the Company recorded a gain of approximately $6 million, net of broker commissions, as a result of the sale during the first quarter of 2026.

Increased LOC usage within the Traditional Bank HELOC and C&I portfolios was more than offset by contraction within the Lease Financing Receivable, RRE, CRE and aircraft lending portfolios.

During March 2025, the Company reached an agreement to sell approximately $5 million of consumer credit cards that were previously classified as held for investment. The sale of these credit cards was completed during the second quarter of 2025.

During March 2024, the Company reached an agreement to sell approximately $67 million of correspondent loans that were previously classified as held for investment. The sale of these loans was completed during the second quarter of 2024.

(II)Warehouse Lending segment

Outstanding Warehouse period-end balances increased $203 million, or 37%, from December 31, 2024, to December, 2025. Average committed Warehouse lines of credit increased from $938 million for the year ended December 31, 2024, to $1.05 billion during 2025, with higher demand driving average usage rates for Warehouse lines of credit from 50% to 53% for the same periods.

Due to mortgage-market volatility and seasonality, projecting future outstanding balances for Warehouse lines of credit remains challenging; however, portfolio expansion has historically aligned with broader industry trends. Since entering the business in 2011, the Bank has experienced fluctuations in Warehouse balances consistent with overall mortgage-origination activity. Weighted-average quarterly usage rates have ranged from a low of 31% during the first quarter of 2023 to a high of 71% during the fourth quarter of 2019. On an annual basis, weighted-average usage rates have ranged from a low of 39% during 2022 to a high of 66% during 2020.

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(III)Tax Refund Solutions segment

As previously disclosed, the Company’s largest Tax Provider contract within TRS based on product volume expired in October 2025 and the Company did not enter into a new contract with this Tax Provider for the 2026 Tax Season (which began in December 2025).

ERAs/RAs originated through this Tax Provider represented approximately 67% of total ERA/RA dollars originated through TRS from December 2024 through February 2025. As a result, ERA/RA fee income attributable to this Tax Provider accounted for 61% of TRS’s total ERA/RA fee income for the 2025 calendar year, 88% for the fourth quarter of 2024 and 0% during the fourth quarter of 2025.

During December 2024, $139 million of ERAs were originated and outstanding at period end related to tax returns that were anticipated to be filed during the first quarter 2025 Tax Season. ERA originations related to the largest Tax Provider contract totaled $123 million, during 2025. During December 2025, $13 million of ERAs were originated and outstanding at period end related to tax returns that anticipated to be filed during the first quarter 2026 Tax Season.

(IV)Republic Credit Solutions segment

Outstanding period-end RCS balances decreased $15 million, or 12%, to $114 million as of December 31, 2025, consistent with pay off activity and decreased origination volume primarily associated with the healthcare receivable and LOC products.

(V)Republic Payment Solutions segment

There are no outstanding loans at RPS, as the segment offers prepaid and debit solutions to consumers.

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The following table presents the maturity distribution and rate sensitivity of the loan portfolio:

Table 14 — Selected Loan Distribution

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Over One

Over Five

 

One Year

Through

Through

Over

December 31, 2025 (in thousands)

Total

Or Less

Five Years

15 Years

15 Years

Fixed rate loan maturities:

Residential real estate:

Owner-occupied

$

500,589

$

38,741

$

13,446

$

121,508

$

326,894

Nonowner-occupied

96,827

981

75,002

19,972

872

Commercial real estate:

 

Owner-occupied

254,203

35,186

157,866

60,926

225

Nonowner-occupied

255,349

12,733

192,749

49,867

Multi-Family

78,451

817

37,911

39,723

Construction & land development

 

56,923

 

12,947

 

27,716

 

16,260

 

Commercial & industrial

 

231,906

 

24,621

 

179,739

 

27,546

 

Lease financing receivables

 

20,523

 

3,251

 

17,272

 

 

Aircraft

201,491

 

 

65,834

 

74,043

 

61,614

Warehouse lines of credit

 

 

 

 

 

Home equity

 

232

 

199

 

33

 

 

Consumer

 

125,180

 

63,799

 

3,439

 

303

 

57,639

Total fixed rate loans

$

1,821,674

$

193,275

$

771,007

$

410,148

$

447,244

Variable rate loan maturities:

Residential real estate:

Owner-occupied

$

539,491

$

137

$

1,058

$

18,454

$

519,842

Nonowner-occupied

186,419

5,284

80,416

83,001

17,718

Commercial real estate

 

Owner-occupied

412,745

20,126

100,628

281,537

10,454

Nonowner-occupied

544,071

12,063

267,206

264,802

Multi-Family

252,919

2,691

107,664

142,564

Construction & land development

 

181,532

 

11,260

 

66,480

 

100,913

 

2,879

Commercial & industrial

 

316,440

 

143,170

 

108,957

 

46,277

 

18,036

Lease financing receivables

 

 

 

 

 

Aircraft

1,629

 

1,629

 

 

 

Warehouse lines of credit

 

754,090

 

754,090

 

 

 

Home equity

 

413,406

 

24,528

 

78,648

 

310,230

 

Consumer

 

21,913

 

12,581

 

4

 

39

 

9,289

Total variable rate loans

$

3,624,655

$

987,559

$

811,061

$

1,247,817

$

578,218

Total:

Residential real estate:

Owner-occupied

$

1,040,080

$

38,878

$

14,504

$

139,962

$

846,736

Nonowner-occupied

283,246

6,265

155,418

102,973

18,590

Commercial real estate

 

Owner-occupied

666,948

55,312

258,494

342,463

10,679

Nonowner-occupied

799,420

24,796

459,955

314,669

Multi-Family

331,370

3,508

145,575

182,287

Construction & land development

 

238,455

 

24,207

 

94,196

 

117,173

 

2,879

Commercial & industrial

 

548,346

 

167,791

 

288,696

 

73,823

 

18,036

Lease financing receivables

 

20,523

 

3,251

 

17,272

 

 

Aircraft

203,120

 

1,629

 

65,834

 

74,043

 

61,614

Warehouse lines of credit

 

754,090

 

754,090

 

 

 

Home equity

 

413,638

 

24,727

 

78,681

 

310,230

 

Consumer

 

147,093

 

76,380

 

3,443

 

342

 

66,928

Total loans

$

5,446,329

$

1,180,834

$

1,582,068

$

1,657,965

$

1,025,462

Loans at maturity interval to overall total loans

100

%

22

%

29

%

30

%

19

%

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Allowance for Credit Losses

The Bank maintains an ACLL on the balance for expected credit losses inherent in the Bank’s loan portfolio, which includes overdrawn deposit accounts. The Bank also maintains an ACLC for expected OBS credit exposure losses. Management evaluates the adequacy of the ACLL monthly and the adequacy of the ACLC for OBS quarterly. The ACLL calculation is presented to and discussed with the Audit Committee and the Board on a quarterly basis.

The Company’s ACLL decreased to $85 million at December 31, 2025, compared to $92 million at December 31, 2024, with the total Company ACLL as a percentage of total loans declining to 1.57% at year-end 2025 from 1.69% at year-end 2024.

The most significant components comprising the change in ACLL by reportable segment follow:

(I)Traditional Banking segment

While Traditional Bank loan balances decreased $23 million during 2025, the corresponding ACLL increased $4 million to $64 million as of December 31, 2025, primarily due to the following:

During the fourth quarter of 2025, the Traditional Bank recorded a specific allocation of approximately $4.8 million related to a $16 million C&I participation relationship in which Republic is not the lead bank. This credit has been negatively affected by strong competition, declining revenues, and rising expenses.

Throughout 2025, the Traditional Banking ACLL continued to reflect a shift in loan mix, as growth occurred in categories that carry higher loan-loss reserve requirements.

During the fourth quarter of 2025, approximately $82 million of loans and leases were reclassified from held for investment to HFS as the Bank entered into an Asset Purchase Agreement to sell its St. Louis-based RBF operations. As a result of this reclassification, the Company reversed approximately $850,000 of reserves related to the performing loans. The Company also maintained a specific reserve of approximately $508,000 related to loans not expected to be sold in the transaction.

As a percentage of total Traditional Bank loans, the Traditional Banking ACLL was 1.40% as of December 31, 2025, compared to 1.31% as of December 31, 2024.

(II)Warehouse Lending segment

The Warehouse ACLL increased $508,000 to $1.9 million, while the Warehouse ACLL as a percentage of total Warehouse loans remained at 0.25% when comparing December 31, 2025 to December 31, 2024. Outstanding Warehouse period-end balances increased $203 million, or 37%, over the same period As of December 31, 2025, the Warehouse ACLL remained entirely qualitative in nature, with no adjustments required to the qualitative reserve percentage for 2025.

(III)Tax Refund Solutions segment

The TRS ACLL decreased approximately $10 million from December 31, 2024 to approximately $300,000 as of December 31, 2025, reflecting the impact of the previously-disclosed non-renewal of a large tax provider contract, which significantly impacted period-to-period comparability. During the fourth quarter of 2024, ERA originations through this Tax Provider totaled $123 million, resulting in a $10 million ACLL at year-end. ERAs are primarily originated during December of each year in connection with the upcoming first-quarter tax filing season.

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(IV)Republic Credit Solutions segment

The RCS ACLL decreased $2 million to $19 million as of December 31, 2025, primarily due to declines in spot loan balances within the LOC II and healthcare receivables products.

RCS maintained an ACLL for two distinct credit products as of December 31, 2025: its LOC products and its healthcare receivables products. As of year-end, the ACLL-to-total-loans percentage for these products ranged from as low as 0.25% for healthcare receivables to as high as 70.63% for LOC products. The lower reserve percentage for healthcare receivables reflects the recourse the Bank maintains to the third-party service providers for these balances.

While RCS loans generally return higher yields, they also present a greater credit risk than Traditional Banking loan products. As a percentage of total RCS loans, the RCS ACLL was 17.15% as of December 31, 2025 compared to 16.30% as of December 31, 2024. The RCS segment continued to experience a change in loan mix, growing in categories with higher loan loss reserve requirements thus driving its higher ACLL for the quarter.

For additional discussion regarding Republic’s methodology for determining the adequacy of the ACLL, see the section titled “Critical Accounting Policies and Estimates” in this section of the report.

See additional detail regarding RCS’ loan products under Item 1 “Business.”

(V)Republic Payment Solutions segment

There is no ACLL or Provision for RPS, as the segment offers prepaid and debit solutions to consumers.

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Table 15 — Summary of Loan and Lease Loss Experience

 

Years Ended December 31, (in thousands)

2025

2024

2023

ACLL at beginning of period

$

91,978

$

82,130

$

70,413

CBank Fair Value Adjustment

216

Charge-offs:

Traditional Banking:

Residential real estate

 

(128)

 

(62)

 

(26)

Commercial real estate

 

 

 

Construction & land development

 

 

(27)

 

Commercial & industrial

 

(262)

 

 

Lease financing receivables

 

(390)

 

(205)

 

(141)

Home equity

 

(56)

 

(64)

 

(2)

Consumer

(1,197)

(3,105)

(1,182)

Total Traditional Banking

(2,033)

(3,463)

(1,351)

Warehouse lines of credit

 

 

 

Total Core Banking

(2,033)

(3,463)

(1,351)

Republic Processing Group:

Tax Refund Solutions:

Refund Advances

(24,893)

(32,555)

(25,823)

Other TRS loans

(165)

(137)

(128)

Republic Credit Solutions

(19,131)

(19,239)

(13,912)

Total Republic Processing Group

(44,189)

(51,931)

(39,863)

Total charge-offs

 

(46,222)

 

(55,394)

 

(41,214)

Recoveries:

Traditional Banking:

Residential real estate

90

128

154

Commercial real estate

 

4

 

337

 

94

Commercial & industrial

 

6

 

4

 

123

Lease financing receivables

 

22

 

82

 

10

Home equity

 

28

 

40

 

3

Consumer

304

379

342

Total Traditional Banking

454

970

726

Warehouse lines of credit

 

 

 

Total Core Banking

454

970

726

Republic Processing Group:

Tax Refund Solutions:

Refund Advances

6,047

8,533

3,463

Other TRS commercial & industrial loans

17

47

31

Republic Credit Solutions

1,481

1,306

871

Total Republic Processing Group

7,545

9,886

4,365

Total recoveries

 

7,999

 

10,856

 

5,091

Net loan recoveries (charge-offs)

 

(38,223)

 

(44,538)

 

(36,123)

Provision - Core Bank Loans

 

5,993

 

3,778

 

8,536

Provision - RPG Loans

 

25,604

 

50,608

 

39,088

Total Provision for All Loans

 

31,597

 

54,386

 

47,624

ACLL at end of period

$

85,352

$

91,978

$

82,130

Credit Quality Ratios - Total Company:

ACLL to total loans

 

1.57

%  

 

1.69

%  

 

1.57

%  

ACLL to nonperforming loans

 

356

 

404

 

398

Net loan charge-offs (recoveries) to average loans

0.71

0.84

0.73

Credit Quality Ratios - Core Banking:

ACLL to total loans

 

1.24

%  

 

1.19

%  

 

1.21

%  

ACLL to nonperforming loans

 

275

 

270

 

313

Net loan charge-offs (recoveries) to average loans

0.03

0.05

0.01

Note: Loan segments as of December 31, 2024 changed from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the CRE loan pool was further segmented into Owner-occupied CRE, Nonowner-occupied CRE, and Multi-family beginning in 2025.

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Table 16 — Net Loan Charge-offs (Recoveries) to Average Loans by Loan Category

Net Loan Charge-Offs (Recoveries) to Average Loans

Years Ended December 31, 

2025

2024

2023

Traditional Banking:

Residential real estate:

Owner-occupied

%  

(0.01)

%  

(0.01)

%  

Nonowner-occupied

Commercial real estate:

Owner-occupied

Nonowner-occupied

Multi-Family

Total commercial real estate

(0.02)

(0.01)

Construction & land development

Commercial & industrial

0.05

0.01

(0.03)

Lease financing receivables

0.39

0.14

0.28

Aircraft

Home equity

0.01

0.10

Consumer:

Credit cards

0.63

1.01

0.55

Overdrafts

92.26

73.65

84.39

Automobile loans

(2.39)

0.66

Other consumer

0.09

20.25

0.33

Total Traditional Banking

0.03

0.05

0.01

Warehouse lines of credit

Total Core Banking

0.03

0.05

0.01

Republic Processing Group:

Tax Refund Solutions:

Refund Advances*

24.13

27.29

29.56

Other TRS commercial & industrial loans

1.01

0.55

0.53

Republic Credit Solutions

14.43

13.17

10.52

Total Republic Processing Group

16.29

17.49

16.27

Total

0.71

%  

0.84

%  

0.73

%  

Note: Loan segments as of December 31, 2024 changed from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the CRE loan pool was further segmented into Owner-occupied CRE, Nonowner-occupied CRE, and Multi-family beginning in 2025.

*All loss rates above are based on net charge-offs as a function of average outstanding portfolio balances. RAs are originated during the first two months of each year, and ERAs for the upcoming first quarter tax filing season are originated during the fourth quarter of the year. All RAs, including ERAs, are charged-off by June 30th of each year.

Total Company net charge-offs to average total loans decreased from 0.84% in 2024 to 0.71% in 2025, reflecting a $6.3 million, or 14%, decline in net charge-offs and a $43 million increase in average total Company loans over the same periods. The reduction in net charge-offs was driven primarily by a $5.1 million, or 21%, year-to-year decrease in net charge-offs within the Company’s TRS operations, attributable to significantly improved payment performance from the U.S. Treasury on ERAs/RAs during the 2025 Tax Season.

Total Traditional Bank net charge-offs to average total loans decreased from 0.05% in 2024 to 0.03% in 2025, driven by a $914,000, or 37%, decline in net charge-offs, alongside an $18 million decrease in average Traditional Bank loans over the same periods. While 2025 reflected elevated charge-offs within the lease-financing receivable and C&I portfolios, 2024 included $1.9 million in charge-offs related to three linked, broker-related marine loans. During the first quarter of 2025, the Traditional Bank recorded a $1.6 million insurance recovery in noninterest income associated with these broker-related loans. The Company discontinued originating broker-related marine loans in 2024 and had $3 million outstanding as of December 31, 2025.

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During the fourth quarter of 2025, the Traditional Bank recorded a $4.8 million specific allocation related to a $16 million C&I participation relationship, in which Republic is not the lead bank.

The following table sets forth management’s allocation of the ACLL by loan class. The allocation reflects management’s assessment of prevailing economic conditions, historical loss experience, forecasts for unemployment and vacancy rates, and various other life-of-loan and forward-looking considerations, as well as qualitative factors.

Table 17 — Management’s Allocation of the Allowance for Credit Losses on Loans

December 31, 2025

December 31, 2024

  ​ ​ ​

Percent of

  ​ ​ ​

Percent of

  ​ ​ ​

Percent of

  ​ ​ ​

Percent of

Loans to

ACLL to

Loans to

ACLL to

Total

Total

Total

Total

(dollars in thousands)

  ​

ACLL

Loans*

Loan Class

  ​

ACLL

Loans*

Loan Class*

  ​

Traditional Banking:

  ​

Residential real estate:

Owner-occupied

  ​

$

10,844

 

20

%  

 

1.04

%  

$

10,849

 

20

%  

 

1.05

%  

Nonowner-occupied

  ​

 

3,542

 

5

 

1.25

 

4,140

 

6

 

1.30

Commercial real estate

  ​

 

Owner-occupied

7,207

12

1.08

7,425

12

1.13

Nonowner-occupied

11,690

15

1.46

12,474

16

1.48

Multi-Family

2,860

6

0.86

2,657

6

0.85

Total commercial real estate

21,757

33

1.21

22,556

34

1.24

Construction & land development

  ​

 

8,117

 

4

 

3.40

 

8,227

 

4

 

3.37

Commercial & industrial

7,403

10

1.40

2,527

8

0.55

Lease financing receivables

718

3.50

1,117

2

1.20

Aircraft

507

4

0.25

565

4

0.25

Home equity

8,629

8

2.09

7,378

6

2.09

Consumer:

Credit cards

957

8.93

1,379

8.38

Overdrafts

971

100.00

724

100.00

Automobile loans

11

0.95

Other consumer

217

2.65

283

2.96

Total Traditional Banking

63,662

84

1.40

59,756

84

1.31

Warehouse lines of credit

1,882

14

0.25

1,374

10

0.25

Total Core Banking

65,544

98

1.24

61,130

94

1.19

Republic Processing Group:

Tax Refund Solutions:

  ​

 

 

Refund Advances

  ​

 

296

 

 

2.29

 

9,793

 

3

 

7.06

Other TRS commercial & industrial loans

  ​

 

37

 

 

0.19

 

68

 

1

 

0.13

Republic Credit Solutions

  ​

19,475

2

17.15

20,987

2

16.30

Total Republic Processing Group

19,808

2

13.57

30,848

6

9.65

Total

  ​

$

85,352

 

100

%

 

1.57

%

$

91,978

 

100

%

 

1.69

%

Note: Loan segments as of December 31, 2024 changed from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the CRE loan pool was further segmented into Owner-occupied CRE, Nonowner-occupied CRE, and Multi-family beginning in 2025.

*See the Table titled “Loan Portfolio Composition” in this section of the report for loan portfolio balances. Values of less than 50 bps in the table above are rounded down to zero.

Management believes, based on information presently available, that it has adequately provided for loan and lease credit losses as of December 31, 2025.

For additional discussion regarding Republic’s methodology for determining the adequacy of the ACLL, see the section titled “Critical Accounting Policies and Estimates” in this section of the report.

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Table of Contents

Asset Quality

Classified and Special Mention Loans

The Bank applies credit quality indicators, or ratings, to individual loans based on internal Bank policies, which are informed by regulatory standards. Loans rated “Loss,” “Doubtful,” “Substandard,” and PCD-Substandard are considered “Classified.”

Total Classified loans increased by $22 million from December 31, 2024 to December 31, 2025, while Special Mention loans decreased approximately $19 million for the same period.

During the fourth quarter of 2025, the Traditional Bank downgraded a $16 million C&I participation relationship, in which Republic is not the lead bank, from Pass to Substandard and recorded a $4.8 million specific allocation. This credit has been negatively affected by strong competition, declining revenues, and rising operating expenses. The Company does not have a material concentration in this credit type. The Company does not have a material concentration of credits of this nature.

In the second quarter of 2025, the Company downgraded a $22 million hospitality relationship from Special Mention to Substandard based on the overall performance of the underlying operations. This relationship was graded Special Mention at December 31, 2024. This relationship exited the Bank in the fourth quarter of 2025, with no loss recognized.

See the Footnote titled “Loans and Allowance for Credit Losses” of Part II Item 8 “Financial Statements and Supplementary Data” for additional discussion regarding Classified and Special Mention loans.

Table 18 — Classified and Special Mention Loans

December 31, (dollars in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Loss

$

$

Doubtful

 

 

Substandard

 

50,289

 

27,350

PCD - Substandard

 

818

 

1,378

Total Classified Loans

 

51,107

 

28,728

Special Mention

 

35,754

 

53,924

PCD - Special Mention

 

 

359

Total Special Mention Loans

 

35,754

 

54,283

Total Classified and Special Mention Loans

$

86,861

$

83,011

Nonperforming Loans

Nonperforming loans include loans on nonaccrual status and loans past due 90-days-or-more and still accruing. Nonperforming loans to total loans increased to 0.44% as of December 31, 2025, from 0.42% as of December 31, 2024, as the total balance of nonperforming loans increased by $1 million and total loans increased $7 million.

The ACLL to total nonperforming loans decreased to 356% as of December 31, 2025, from 404% as of December 31, 2024, as the total ACLL decreased $7 million and the balance of nonperforming loans increased by $1 million.

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Table 19 — Nonperforming Loans and Nonperforming Assets Summary

December 31, (dollars in thousands)

  ​ ​ ​

2025

2024

Loans on nonaccrual status*

$

23,806

$

22,619

Loans past due 90-days-or-more and still on accrual**

 

161

 

141

Total nonperforming loans

 

23,967

 

22,760

Other real estate owned

 

1,277

 

1,160

Total nonperforming assets

$

25,244

$

23,920

Credit Quality Ratios - Total Company:

ACLL to total loans

1.57

%  

1.69

%  

ACLL to nonperforming loans

356

404

Nonperforming loans to total loans

 

0.44

 

0.42

Nonperforming assets to total loans (including OREO)

 

0.46

 

0.44

Nonperforming assets to total assets

 

0.36

 

0.35

Credit Quality Ratios - Core Bank:

ACLL to total loans

 

1.24

%  

 

1.19

%  

ACLL to nonperforming loans

275

270

Nonperforming loans to total loans

 

0.45

 

0.44

Nonperforming assets to total loans (including OREO)

 

0.47

 

0.46

Nonperforming assets to total assets

 

0.38

 

0.39

* Loans on nonaccrual status include collateral-dependent loans. See the Footnote titled “Loans and Allowance for Credit Losses” of Part II Item 8 “Financial Statements and Supplementary Data” for the components within the nonaccrual loans to total loans and ACLL to nonaccrual loans ratios, as well as additional discussion regarding nonaccrual loans and collateral-dependent loans.

** Loans past due 90-days-or-more and still accruing consist of smaller balance consumer loans.

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Table 20 — Nonperforming Loan Composition

2025

2024

December 31, (dollars in thousands)

  ​ ​

Balance

Percent of Total Loan Class

Balance

Percent of Total Loan Class

  ​ ​

Traditional Banking:

Residential real estate:

  ​ ​

Owner-occupied

  ​ ​

$

18,894

1.82

%  

  ​

$

17,331

1.68

%  

Nonowner-occupied

  ​ ​

 

119

0.04

 

81

0.03

Commercial real estate:

  ​ ​

 

 

Owner-occupied

377

0.06

424

0.06

Nonowner-occupied

799

0.10

Multi-Family

Construction & land development

  ​ ​

 

 

Commercial & industrial

  ​ ​

 

344

0.07

 

860

0.19

Lease financing receivables

  ​ ​

 

49

0.24

 

147

0.16

Aircraft

56

0.02

Home equity

  ​ ​

 

3,727

0.90

  ​

 

2,359

0.67

Consumer:

  ​ ​

Credit cards

Overdrafts

Automobile loans

5

0.43

Other consumer

296

3.61

557

5.83

Total Traditional Banking

23,806

0.52

22,619

0.50

Warehouse lines of credit

  ​ ​

 

 

Total Core Banking

23,806

0.45

22,619

0.44

Republic Processing Group:

Tax Refund Solutions:

  ​ ​

 

 

Refund Advances

  ​ ​

 

 

Other TRS commercial & industrial loans

Republic Credit Solutions

  ​ ​

 

161

0.14

 

141

0.11

Total Republic Processing Group

  ​ ​

 

161

0.11

 

141

0.04

  ​ ​

Total nonperforming loans

  ​ ​

$

23,967

0.44

$

22,760

0.42

  ​ ​

Note: Loan segments as of December 31, 2024 changed from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the CRE loan pool was further segmented into Owner-occupied CRE, Nonowner-occupied CRE, and Multi-family beginning in 2025.

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Table 21 — Stratification of Nonperforming Loans

Number of Nonperforming Loans and Recorded Investment

 

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Balance

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

 

Balance

> $100 &

Balance 

Total

 

December 31, 2025 (dollars in thousands)

No.

<= $100

No.

<= $500

No.

> $500

No.

Balance

 

 

 

 

 

Traditional Banking:

Residential real estate:

Owner-occupied

 

164

$

5,711

 

73

$

11,478

 

2

$

1,705

 

239

$

18,894

Nonowner-occupied

 

5

 

119

 

 

 

 

 

5

 

119

Commercial real estate:

 

 

 

 

 

 

 

 

Owner-occupied

1

 

377

1

 

377

Nonowner-occupied

 

 

Multi-Family

 

 

Construction & land development

 

 

 

 

 

 

 

 

Commercial & industrial

 

 

 

1

 

344

 

 

 

1

 

344

Lease financing receivables

 

3

 

49

 

 

 

 

 

3

 

49

Aircraft

 

 

 

 

 

 

 

Home equity

 

56

 

2,141

 

10

 

1,586

 

 

 

66

 

3,727

Consumer:

Credit cards

 

 

 

 

 

 

 

 

Overdrafts

 

 

 

 

 

 

 

Automobile loans

2

 

 

 

 

 

 

2

 

Other consumer

3

1

1

 

295

4

 

296

Total Traditional Banking

233

8,021

85

13,703

3

2,082

321

23,806

Warehouse lines of credit

 

 

 

 

 

 

 

 

Total Core Banking

233

8,021

85

13,703

3

2,082

321

23,806

Republic Processing Group:

Tax Refund Solutions:

Refund Advances

 

Other TRS commercial & industrial loans

 

Republic Credit Solutions

NM

161

NM

 

161

Total Republic Processing Group

NM

161

NM

161

Total

 

233

$

8,182

 

85

$

13,703

 

3

$

2,082

 

321

$

23,967

.

Number of Nonperforming Loans and Recorded Investment

 

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Balance

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

 

Balance

> $100 &

Balance 

Total

 

December 31, 2024 (dollars in thousands)

No.

<= $100

No.

<= $500

No.

> $500

No.

Balance

 

Traditional Banking:

Residential real estate:

Owner-occupied

 

140

$

5,119

 

65

$

10,247

 

2

$

1,965

 

207

$

17,331

Nonowner-occupied

 

3

 

81

 

 

 

 

 

3

 

81

Commercial real estate:

 

 

 

 

 

 

 

 

Owner-occupied

2

424

2

424

Nonowner-occupied

1

275

1

524

2

799

Multi-Family

Construction & land development

 

 

 

 

 

 

 

 

Commercial & industrial

 

4

 

182

 

2

 

678

 

 

 

6

 

860

Lease financing receivables

 

 

 

1

 

147

 

 

 

1

 

147

Aircraft

1

 

56

 

 

 

 

 

1

 

56

Home equity

 

37

 

1,288

 

7

 

1,071

 

 

 

44

 

2,359

Consumer:

Credit cards

 

 

 

 

 

 

 

 

Overdrafts

 

 

 

 

 

 

 

Automobile loans

1

 

5

 

 

 

 

 

1

 

5

Other consumer

2

57

 

1

556

3

 

613

Total Traditional Banking

188

6,788

78

12,842

4

3,045

270

22,675

Warehouse lines of credit

 

 

 

 

 

 

 

 

Total Core Banking

188

6,788

78

12,842

4

3,045

270

22,675

Republic Processing Group:

Tax Refund Solutions:

Refund Advances

 

Other TRS commercial & industrial loans

 

Republic Credit Solutions

NM

141

NM

 

141

Total Republic Processing Group

NM

141

NM

141

Total

 

188

$

6,929

 

78

$

12,842

 

4

$

3,045

 

270

$

22,816

NM – Not meaningful. RCS loans are small dollar homogenous consumer loans.

Note: Loan segments as of December 31, 2024 changed from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the CRE loan pool was further segmented into Owner-occupied CRE, Nonowner-occupied CRE, and Multi-family beginning in 2025.

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Table 22 — Rollforward of Nonperforming Loans

 

Years Ended December 31, (in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Nonperforming loans at the beginning of the period

$

22,760

$

20,618

Loans added to nonperforming status during the period that remained nonperforming at the end of the period

 

10,313

 

9,607

Loans removed from nonperforming status during the period that were nonperforming at the beginning of the period (see table below)

 

(7,597)

 

(4,443)

Principal balance paydowns of loans nonperforming at both period ends

(1,430)

(1,841)

Net change in principal balance of other nonperforming loans*

 

(79)

 

(1,181)

Nonperforming loans at the end of the period

$

23,967

$

22,760

*Includes RCS loans which are small dollar homogenous consumer loans.

Table 23 — Detail of Loans Removed from Nonperforming Status

Years Ended December 31, (in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Loans charged-off

$

(79)

$

(13)

Loans transferred to OREO

 

(216)

 

(169)

Loan payoffs and paydowns

 

(4,959)

 

(1,911)

Loans returned to accrual status

 

(2,343)

 

(2,350)

Total loans removed from nonperforming status during the period that were nonperforming at the beginning of the period

$

(7,597)

$

(4,443)

Interest income that would have been recorded if nonaccrual loans were on a current basis in accordance with their original terms was $1.5 million, $703,000, and $912,000 in 2025, 2024 and 2023.

Based on the Bank’s review as of December 31, 2025, management believes that its reserves are adequate to absorb expected losses on all nonperforming credits.

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Delinquent Loans

Total Company delinquent loans to total loans increased to 0.42% as of December 31, 2025, from 0.38% as of December 31, 2024. Core Bank delinquent loans to total Core Bank loans increased to 0.26% as of December 31, 2025, from 0.20% as of December 31, 2024. Except for small-dollar consumer loans, all Traditional Bank loans past due 90-days-or-more as of December 31, 2025, and December 31, 2024, were on nonaccrual status.

Table 24 — Delinquent Loan Composition*

2025

2024

Percent of

Percent of

Total

Total

Years Ended December 31, (in thousands)

  ​ ​ ​

Balance

Loan Class

Balance

Loan Class

Traditional Banking:

Residential real estate:

Owner-occupied

  ​ ​

$

9,028

0.87

%  

  ​ ​

$

7,015

0.68

%  

Nonowner-occupied

  ​ ​

 

  ​ ​

 

21

0.01

Commercial real estate:

  ​ ​

 

  ​ ​

 

519

0.03

Construction & land development

  ​ ​

 

  ​ ​

 

Commercial & industrial

  ​ ​

 

355

0.07

  ​ ​

 

904

0.20

Lease financing receivables

53

0.26

75

0.08

Aircraft

Home equity

4,346

1.05

1,396

0.39

Consumer:

Credit cards

28

0.17

Overdrafts

123

12.67

173

17.62

Automobile loans

11

0.95

Other consumer

20

0.24

43

0.45

Total Traditional Banking

13,925

0.31

10,185

0.22

Warehouse lines of credit

Total Core Banking

13,925

0.26

10,185

0.20

Republic Processing Group:

Tax Refund Solutions:

Refund Advances

  ​ ​

 

  ​ ​

 

Other TRS commercial & industrial loans

  ​ ​

 

  ​ ​

 

Republic Credit Solutions

  ​ ​

 

8,938

7.87

  ​ ​

 

10,304

8.00

Total Republic Processing Group

  ​ ​

 

8,938

6.12

  ​ ​

 

10,304

3.22

  ​ ​

  ​ ​

Total delinquent loans

  ​ ​

$

22,863

0.42

  ​ ​

$

20,489

0.38

Note: Loan segments as of December 31, 2024 changed from those defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as the CRE loan pool was further segmented into Owner-occupied CRE, Nonowner-occupied CRE, and Multi-family beginning in 2025.

*Represents total loans 30-days-or-more past due. Delinquent status may be determined by either the number of days past due or number of payments past due.

Table 25 — Rollforward of Delinquent Loans

Years Ended December 31, (in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Delinquent loans at the beginning of the period

$

20,489

$

22,092

Loans added to delinquency status during the period and remained in delinquency status at the end of the period

 

11,323

 

6,421

Loans removed from delinquency status during the period that were in delinquency status at the beginning of the period (see table below)

 

(7,339)

 

(3,788)

Principal balance paydowns of loans delinquent at both period ends

(146)

(716)

Net change in principal balance of other delinquent loans*

 

(1,464)

 

(3,520)

Delinquent loans at the end of period

$

22,863

$

20,489

*Includes RCS loans which are small dollar homogenous consumer loans.

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Table of Contents

Table 26 — Detail of Loans Removed from Delinquent Status

Years Ended December 31, (in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Loans charged-off

$

(111)

$

(15)

Loans transferred to OREO

 

(328)

 

(169)

Loan payoffs and paydowns

 

(2,196)

 

(772)

Loans paid current

 

(4,704)

 

(2,832)

Total loans removed from delinquency status during the period that were in delinquency status at the beginning of the period

$

(7,339)

$

(3,788)

Collateral-Dependent Loans and Loan Modifications

When management determines that a loan is collateral dependent and that foreclosure is probable, expected credit losses are measured using the fair value of the collateral as of the reporting date, adjusted for estimated selling costs, when applicable.

In accordance with the Bank’s charge-off policy, the Bank will charge-off all, or the portion of, its recorded investment in a collateral-dependent loan when it concludes that the full amount of contractual principal and interest is not expected to be collected.

A loan modification occurs when, due to a borrower’s financial difficulties, the Bank grants a concession that it would not otherwise consider. Most modifications involve restructuring the loan’s original terms, including—depending on the borrower’s circumstances—a temporary payment reduction requiring only interest and escrow (if applicable), a reduction in the contractual interest rate, and/or an extension of the loan’s maturity date.

Loans on nonaccrual status that are subsequently modified continue to remain on nonaccrual and are reported as nonperforming until the borrower demonstrates sustained repayment capacity in accordance with the modified terms.

Accruing loans that are modified are evaluated for nonaccrual classification based on a current assessment of the borrower’s financial condition and their demonstrated ability and willingness to repay under the modified terms.

Collateral-dependent loan modifications made during 2025 totaled $5 million and there were $33 million of collateral-dependent loans outstanding on the Company’s balance sheet at December 31, 2025.

Collateral-dependent loan modifications made during 2024 totaled $885,000 and there were $30 million of collateral-dependent loans outstanding on the Company’s balance sheet at December 31, 2024.

Federal Home Loan Bank Stock

FHLB stock holdings increased $8 million, or 31%, to $32 million at December 31, 2025, compared to $25 million at December 31, 2024. As FHLB members are required to hold specified levels of FHLB stock based on the amount of outstanding advances, the Company’s FHLB stock holdings fluctuate in line with its borrowing activity from period to period.

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Table of Contents

Premises and Equipment

Premises and equipment are presented on the consolidated balance sheets net of related accumulated depreciation, as well as fair-value adjustments associated with purchase accounting. Premises and equipment increased $4 million, or 11%, between December 31, 2024 and December 31, 2025. The Company’s branch network currently consists of 47 locations across Kentucky, Indiana, Florida, Ohio, and Tennessee.

Right-of-Use Assets and Operating Lease Liabilities

The Company records right-of-use assets for the underlying leased property. Operating lease liabilities represent the present value of its required minimum lease payments plus any amounts probable of being owed under a residual value guarantee.

Goodwill

At December 31, 2025 and December 31, 2024, the Company had $41 million of goodwill recorded on its balance sheet. Of this amount, $24 million related to the CBank acquisition (2023), while Goodwill of $6 million and $10 million were attributed to the acquisitions of Cornerstone Community Bank (2016) and GulfStream Community Bank (2006).

Events that may trigger goodwill impairment include deterioration in economic conditions, declines in market-dependent valuation metrics (such as the Company’s stock price falling below tangible book value), negative trends in overall financial performance, and regulatory actions. As of September 30, 2025, the Company performed its annual qualitative assessment to evaluate whether it was more-likely-than-not that the fair value of its reporting units exceeded their carrying value, including goodwill. The qualitative assessment indicated that it was not more-likely-than-not that the carrying value of the reporting units exceeded their fair value.

Core Deposit Intangible Assets

CDIs arising from business acquisitions are initially measured at fair value and are subsequently amortized using an accelerated method over their estimated useful lives. As of December 31, 2025 and December 31, 2024, the Company’s CDI assets totaled $1.5 million and $2.0 million, respectively.

Other Real Estate Owned

The fair value of OREO represents the estimated amount management expects to realize upon the sale of the property, net of estimated costs to sell. Fair value estimates are based on the most recent available real estate appraisals, adjusted as necessary for factors such as property type, the age of the appraisal, the current condition and status of the property, and other relevant market or property-specific considerations.

Table 27 — Rollforward of Other Real Estate Owned Activity

Years Ended December 31, (in thousands)

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

OREO at beginning of period

$

1,160

$

1,370

$

1,581

Transfer from loans to OREO

 

328

 

169

 

Proceeds from sale*

 

 

(173)

 

Net gain on sale

 

 

4

 

Writedowns

 

(211)

 

(210)

 

(211)

OREO at end of period

$

1,277

$

1,160

$

1,370

*Inclusive of non-cash proceeds where the Bank financed the sale of the property.

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Bank Owned Life Insurance

BOLI offers tax advantaged noninterest income that serves to offset employee benefits expenses. BOLI assets increased $4 million, or 3%, to $111 million at December 31, 2025, compared to $107 million at December 31, 2024. The increase was driven by appreciation in cash-surrender values within the policy plans and a §1035 policy exchange executed in 2025 to enhance the overall yield of the portfolio.

Table 28 — Rollforward of Bank Owned Life Insurance

Years ended December 31, (in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

BOLI at beginning of period

$

107,124

$

103,916

$

101,687

BOLI acquired

 

 

 

Death benefits paid from cash surrender value

(490)

Increase in cash surrender value

 

3,597

 

3,208

 

2,719

BOLI at end of period

$

110,721

$

107,124

$

103,916

Other Assets and Other Liabilities

Other assets increased $4 million, or 2%, to $201 million between December 31, 2024, and December 31, 2025. Other liabilities increased $1 million, or 1%, to $110 million over the same period.

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Deposits

Table 29 — Deposit Composition

December 31, (dollars in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Core Bank:

Demand

$

1,128,255

$

1,166,517

Money market

 

1,497,561

 

1,295,024

Savings

 

217,723

 

238,596

Reciprocal money market

 

224,731

 

212,033

Individual retirement accounts (1)

 

34,349

 

34,543

Time deposits, $250 and over (1)

 

156,283

 

129,593

Other certificates of deposit (1)

 

290,087

 

239,643

Reciprocal time deposits (1)

70,729

80,016

Wholesale brokered deposits (1)

 

87,420

 

87,285

Total Core Bank interest-bearing deposits

3,707,138

3,483,250

Total Core Bank noninterest-bearing deposits

 

1,102,041

 

1,123,208

Total Core Bank deposits

 

4,809,179

 

4,606,458

Republic Processing Group:

Wholesale brokered deposits (1)

12,734

199,964

Interest-bearing prepaid card deposits

286,841

296,921

Money market accounts

22,973

22,647

Total RPG interest-bearing deposits

322,548

519,532

Noninterest-bearing prepaid card deposits

5,228

2,842

Other noninterest-bearing deposits

66,192

81,714

Total RPG noninterest-bearing deposits

71,420

84,556

Total RPG deposits

393,968

604,088

Total deposits

$

5,203,147

$

5,210,546

(1)Represents time deposits.

Total Company deposits decreased $7 million from December 31, 2024, to $5.20 billion as of December 31, 2025.

Core Bank

Total Core Bank deposits increased by $203 million, or 4%, from December 31, 2024 to December 31, 2025, as a $224 million increase in interest-bearing deposits was partially offset by a $21 million decline in noninterest-bearing deposits over the same period.

Core Bank consumer and money market accounts—which generally pay premium rates—grew $203 million, or 16%, during 2025. Time deposits also increased $77 million, ending the year at $481 million. These increases within the interest-bearing deposit category were partially offset by a $55 million decline in NOW/savings accounts, which include lower costing Traditional Bank client accounts and higher costing third party listing service accounts. The Core Bank continues to experience a migration from lower-costing interest-bearing and noninterest-bearing deposits into higher-costing deposit categories as customers respond to the current rate environment.

While Core Bank period-end noninterest-bearing deposits decreased $21 million for the 2025, the average balances of Core Bank noninterest-bearing deposits for 2025 decreased $44 million, or 4%, compared to 2024. Overall, the Core Bank’s noninterest-bearing deposits have experienced a general quarterly decline in balances dating back to the fourth quarter of 2022.

Management believes the Company is more likely to experience slower overall growth, and possibly, contraction in its noninterest-bearing deposits over the near future.

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Table of Contents

Republic Processing Group

Within RPG, period-end total deposit balances decreased $210 million, or 35%, during 2025. Of this decline, $200 million related to the scheduled maturity of short-term brokered deposits that had been used to partially fund TRS ERA/RA loan volume for the 2025 Tax Season. The Company did not utilize short-term brokered deposits during the fourth quarter of 2025 to fund the upcoming 2026 Tax Season.

Deposits related to the RPS prepaid card program declined $20 million, or 6%, during 2025 driven primarily by a contraction in balances from the segment’s largest marketer-servicer. As previously disclosed, RPS began sharing a sizable portion of the interest income earned on its prepaid card balances with its prepaid card marketer-servicer beginning in the first quarter of 2024. This revenue share, recorded as interest expense on deposits, totaled $4.8 million in 2024. However, throughout 2025, program balances did not reach the minimum contractual thresholds required to earn a revenue share. Partially offsetting the favorable reduction in revenue share expense, RPS earned a lower yield on average prepaid program balances during the year due to reductions in the overnight FFTR.

All prepaid card deposit balances subject to a revenue-share arrangement are reported as interest-bearing deposits for as long as they remain subject to such arrangements. Conversely, for any periods reported prior to 2024, these balances are classified as noninterest-bearing deposits, as they were not subject to a revenue-share arrangement during those periods.

Table 30 — Average Deposits

2025

2024

2023

  ​ ​ ​

Average

  ​ ​ ​

Average

Average

  ​ ​ ​

Average

Average

  ​ ​ ​

Average

Years ended December 31, (dollars in thousands)

Balance

Rate

Balance

Rate

Balance

Rate

Transaction accounts

$

1,686,558

 

0.60

%  

$

1,783,723

 

1.25

%  

$

1,500,975

 

0.77

%  

Money market accounts

 

1,446,921

 

2.81

 

1,181,060

 

3.35

 

874,332

 

2.42

Time deposits

 

450,646

 

3.77

 

387,156

 

3.97

 

298,313

 

2.91

Reciprocal money market accounts

 

242,109

 

2.06

 

246,238

 

2.03

 

146,435

 

3.41

Reciprocal time deposits

75,414

3.68

92,406

4.49

57,558

4.42

Brokered deposits

170,102

4.52

207,877

5.30

47,078

5.34

Total average interest-bearing deposits

 

4,071,750

 

2.10

 

3,898,460

 

2.62

 

2,924,691

 

1.76

Total average noninterest-bearing deposits

 

1,331,886

 

 

1,374,457

 

 

1,880,471

 

Total average deposits

$

5,403,636

 

1.58

%  

$

5,272,917

 

1.94

%  

$

4,805,162

 

1.07

%  

Table 31 — Maturity Schedule of Time Deposits in Excess of the FDIC Limit and Estimated Time Deposits that are Otherwise Uninsured as of December 31, 2025

Individual Instruments

Estimated

Estimated

that Meet or Exceed the

Otherwise Uninsured

Otherwise Insured

Maturity (dollars in thousands)

  ​ ​ ​

FDIC Insurance Limit

Time Deposits

Time Deposits

  ​

Three months or less

$

60,162

$

37,412

$

22,750

Over three months through six months

 

58,503

 

28,753

 

29,750

Over six months through 12 months

 

23,915

 

8,915

 

15,000

Over 12 months

 

13,703

 

3,203

 

10,500

Total

$

156,283

$

78,283

$

78,000

The Bank held total estimated uninsured deposits of $2.15 billion as of December 31, 2025 and $1.91 billion as of December 31, 2024.

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Securities Sold Under Agreements to Repurchase

SSUARs are collateralized by securities and are accounted for as financings. Accordingly, the securities underlying these agreements are recorded as assets and held by a safekeeping agent, while the related obligations to repurchase the securities are recorded as liabilities. All underlying securities remain under the Bank’s control throughout the term of the agreements. SSUARs generally represent large customer deposit relationships that require collateralization in excess of the $250,000 FDIC insurance limit, and the Bank pledges securities to satisfy these collateral requirements.

SSUARs decreased $15 million, or 14%, during 2025 to $89 million as of December 31, 2025. Due to the size of the underlying relationships, large fluctuations in the underlying account balances from period to period are common.

Table 32 — Securities Sold Under Agreements to Repurchase

As of and for the Years Ended December 31,  (dollars in thousands)

  ​ ​ ​

2025

2024

2023

Outstanding balance at end of period

$

88,504

$

103,318

$

97,618

Weighted-average interest rate at period end

 

0.39

%  

 

0.53

%  

 

0.50

%  

Average outstanding balance during the period

$

100,869

$

101,680

$

134,632

Average interest rate during the period

 

0.50

%  

 

0.54

%  

 

0.43

%  

Maximum outstanding at any month end

$

345,645

$

322,074

$

311,035

Federal Home Loan Bank Advances

FHLB advances totaled $506 million as of December 31, 2025, compared to $395 million as of December 31, 2024. Overnight borrowings increased to $130 million at year-end 2025 from $25 million at year-end 2024 and were generally utilized to fund growth in outstanding Warehouse balances.

The Bank’s utilization of FHLB advances during any given period depends on several factors, including asset growth, deposit growth, current earnings, and expectations for future interest rates. More recently, the Company has used FHLB advances to partially offset outflows in noninterest-bearing deposits and to support overall loan growth.

During the second quarter of 2024, the Bank elected to extend $100 million of FHLB borrowings through a third-party fixed-rate swap executed in May and June. The transaction allowed the Bank to capitalize on the then-inverted yield curve and reduce its overall borrowing costs. As a result, the Bank effectively locked in an annualized cost of 4.42% on this $100 million over a five-year term.

As of December 31, 2025, the Company’s outstanding term FHLB advances had a weighted-average maturity of 1.98 years and a weighted-average cost of 4.16%, both including the impact of the related swaps. Overall use of FHLB advances during a given year is dependent upon many factors including asset growth, deposit growth, current earnings, and expectations of future interest rates, among others.

Table 33 — Federal Home Loan Bank Advances

As of and for the Years Ended December 31,  (dollars in thousands)

  ​ ​ ​

2025

2024

2023

Outstanding balance at end of period

$

506,000

$

395,000

$

380,000

Weighted-average interest rate at period end

 

4.19

%  

 

4.36

%  

 

4.63

%  

Average outstanding balance during the period

$

409,718

$

400,032

$

325,678

Average interest rate during the period

 

4.33

%  

 

4.55

%  

 

4.68

%  

Maximum outstanding at any month end

$

798,000

$

1,030,000

$

525,000

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Table of Contents

Interest Rate Swaps

Interest rate swap derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies for hedge accounting as part of a cash flow hedging relationship. For a derivative designated as a cash flow hedge, the effective portion of the derivative’s unrealized gain or loss is recorded as a component of OCI. The amount included in AOCI would be reclassified to current earnings should the hedge no longer be considered effective. Derivatives not designated as hedges are economic derivatives with the gain or loss recognized in current period earnings.

Interest Rate Swaps Used as Cash Flow Hedges

The Bank entered into three interest rate swap agreements during the second quarter of 2024 related to FHLB advances tied to the 1-month SOFR index. The counterparty for all three swaps met the Bank’s credit standards and the Bank believes that the credit risk inherent in the swap contracts is not significant. As of August 8, 2024 the Bank designated the swaps to be effective for hedge accounting purposes. The Bank expects the hedges to remain fully effective during the remaining term of the swaps.

Non-hedge Interest Rate Swaps

The Bank also enters into interest rate swaps to facilitate client transactions and meet their financing needs. Upon entering into these instruments, the Bank enters into offsetting positions in order to minimize the Bank’s interest rate risk. These swaps are derivatives, but are not designated as hedging instruments, and therefore changes in fair value are reported in current year earnings.

Interest rate swap contracts involve the risk of dealing with counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument contract is positive, this generally indicates that the counterparty or client owes the Bank, and results in credit risk to the Bank. When the fair value of a derivative instrument contract is negative, the Bank owes the client or counterparty, and therefore, has no credit risk.

A summary of the Bank’s interest rate swaps related to clients follows:

Table 34 — Non-hedge Interest Rate Swaps

  ​ ​ ​

 

2025

2024

 

Notional

Notional

(in thousands)

  ​ ​ ​

Bank Position

 

Amount

  ​ ​ ​

Fair Value

  ​ ​ ​

Amount

  ​ ​ ​

Fair Value

Interest rate swaps with Bank clients - Other assets and accrued interest receivable

 

Pay variable/receive fixed

 

$

196,667

 

$

3,922

 

$

103,707

 

$

1,070

Interest rate swaps with Bank clients - Other liabilities and accrued interest payable

 

Pay variable/receive fixed

 

69,628

(2,399)

128,621

(5,518)

Interest rate swaps with Bank clients - Total

 

Pay variable/receive fixed

 

$

266,295

 

$

1,523

$

232,328

 

$

(4,448)

Offsetting interest rate swaps with institutional swap dealer - Other assets and accrued interest receivable

Pay fixed/receive variable

$

69,628

$

2,399

$

128,621

$

5,518

Offsetting interest rate swaps with institutional swap dealer - Other liabilities and accrued interest payable

Pay fixed/receive variable

196,667

(3,922)

103,707

(1,070)

Offsetting interest rate swaps with institutional swap dealer - Total

Pay fixed/receive variable

$

266,295

 

$

(1,523)

$

232,328

 

$

4,448

Total

 

$

532,590

 

$

 

$

464,656

 

$

See the Footnote titled “Interest Rate Swaps” of Part II Item 8 “Financial Statements and Supplementary Data” for further information regarding the Bank’s interest rate swaps.

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Liquidity

The Bank maintains sufficient liquidity to fund routine loan demand and routine deposit withdrawal activity. Liquidity is managed by maintaining sufficient liquid assets, primarily in the form of cash, cash equivalents, and unencumbered investment securities. Funding and cash flows can also be realized through deposit product promotions, the sale of AFS debt securities, principal paydowns on loans and MBSs, and proceeds realized from loans HFS.

Table 35 — Liquid Assets and Borrowing Capacity

The Company’s liquid assets and borrowing capacity included the following:

December 31, (in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2024

Cash and cash equivalents

$

219,972

$

432,151

Unencumbered debt securities

 

717,936

 

432,183

Total liquid assets

937,908

864,334

Available borrowing capacity with the FHLB

 

646,148

 

755,288

Available borrowing capacity with the FRB

 

9,606

 

45,880

Available borrowing capacity through unsecured credit lines

 

100,000

 

100,000

Total available borrowing capacity

755,754

901,168

Total liquid assets and available borrowing capacity

$

1,693,662

$

1,765,502

Republic had a period-end loan-to-deposit ratio (excluding brokered deposits) of 107% as of December 31, 2025 and 111% as of December 31, 2024. Republic’s banking centers and its website, www.republicbank.com, provide access to retail deposit markets. These retail deposit products, if offered at attractive rates, have historically been a source of additional funding when needed. If the Bank were to lose a significant funding source, such as a few major depositors, or if any of its lines of credit were cancelled, or if the Bank cannot obtain brokered deposits, the Bank would be compelled to offer market leading deposit interest rates to meet its funding and liquidity needs.

As of December 31, 2025, the Bank had approximately $1.2 billion in deposits from 217 large non-sweep deposit relationships, including reciprocal deposits, where the individual relationship exceeded $2 million for a depositor’s taxpayer identification number. Total uninsured deposits for the Bank were $2.2 billion, or 41%, of total deposits as of December 31, 2025. The 20 largest non-sweep deposit relationships represented approximately $421 million, or 8%, of the Company’s total deposit balances as of December 31, 2025. These accounts do not require collateral; therefore, cash from these accounts can generally be utilized to fund the loan portfolio. If any of these balances were moved from the Bank, the Bank would likely utilize overnight borrowing lines in the short-term to replace the balances. On a longer-term basis, the Bank would likely utilize wholesale-brokered deposits to replace withdrawn balances, or alternatively, higher-cost internet-sourced deposits. Based on experience utilizing brokered deposits and internet-sourced deposits, the Bank believes it can quickly obtain these types of deposits if needed. The overall cost of gathering these types of deposits, however, could be substantially higher than the Traditional Bank deposits they replace, potentially decreasing the Bank’s earnings.

The Bank’s liquidity is impacted by its ability to sell certain investment securities, which is limited due to the level of investment securities that are needed to secure public deposits, SSUAR, FHLB advances, and for other purposes, as required by law. As of December 31, 2025, and December 31, 2024, these pledged investment securities had a fair value of $131 million and $152 million.

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Table of Contents

Capital

Table 36 — Capital

Information pertaining to the Company’s capital balances and ratios follows:

As of and for the Years Ended December 31,  (dollars in thousands, except per share data)