TRMK to refinance $125M 2030 notes with new 2035 issue

Rhea-AI Filing Summary

Trustmark Corporation plans to raise new long-term debt and refinance existing notes. The company agreed to issue and sell $175,000,000 of 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035, with an underwriting discount of 1.1%, resulting in approximately $173.1 million of net proceeds before expenses. Trustmark intends to use the proceeds to repay $125,000,000 of its outstanding 3.625% Fixed-to-Floating Rate Subordinated Notes due 2030 plus accrued interest, and for general corporate purposes. The new notes pay a fixed 6.00% interest rate until December 1, 2030, then switch to a floating rate based on a Benchmark rate, expected to be Three-Month Term SOFR, plus 260 basis points until maturity in 2035. The offering is expected to close on November 20, 2025, subject to customary conditions, and the notes are unsecured, subordinated obligations in Trustmark’s capital structure.

Insights

Bank capital structure analyst

Trustmark refinances subordinated debt, extending maturity and modestly increasing coupon.

Trustmark Corporation is issuing $175,000,000 of 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035. Net proceeds of about $173.1 million are earmarked to repay $125,000,000 of 3.625% Fixed-to-Floating Rate Subordinated Notes due 2030 and for general corporate purposes. This shifts part of its subordinated debt stack further out on the maturity curve.

The new notes carry a higher fixed coupon of 6.00% until December 1, 2030, then convert to a floating rate equal to a Benchmark, expected to be Three-Month Term SOFR, plus 260% basis points until December 1, 2035. This structure introduces some interest rate sensitivity after 2030, while locking in current funding costs for the initial period.

The notes are unsecured and subordinated, ranking below Senior Indebtedness and effectively behind liabilities of Trustmark Bank and other subsidiaries, but ahead of certain junior subordinated debentures. The offering is expected to close on November 20, 2025, subject to customary conditions, so the actual impact will depend on final closing and how the general corporate purposes portion is deployed.

TRUSTMARK CORP false 0000036146 0000036146 2025-11-17 2025-11-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 17, 2025

Date of Report (Date of earliest event reported)

TRUSTMARK CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi		000-03683		64-0471500
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

248 East Capitol Street, Jackson, Mississippi		39201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (601) 208-5111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		TRMK		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On November 17, 2025, Trustmark Corporation (the “Company”) agreed to issue and sell (the “Offering”) $175,000,000 aggregate principal amount of its 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”), pursuant to an Underwriting Agreement, dated as of November 17, 2025 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods and Goldman Sachs & Co. LLC as underwriters. The Offering will be completed pursuant to the prospectus filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-3 (File Number: 333-291572), as supplemented by a preliminary prospectus supplement, a final prospectus supplement and free writing prospectuses, each dated November 17, 2025. The Notes will be sold at an underwriting discount of 1.1%, resulting in net proceeds to the Company of approximately $173.1 million before deducting offering expenses. The Company intends to use the net proceeds from the Offering, after the payment of offering expenses, to repay $125,000,000 aggregate principal amount of its outstanding 3.625% Fixed-to-Floating Rate Subordinated Notes due 2030 plus accrued interest, and for general corporate purposes. The Offering is expected to close on November 20, 2025, subject to satisfaction of customary closing conditions.

The Notes will be issued under the Subordinated Indenture, dated as of November 25, 2020 (the “Subordinated Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, to be dated as of November 20, 2025 (the “Second Supplemental Indenture,” and, together with the Subordinated Indenture, the “Indenture”).

From and including the date of issuance to, but excluding, December 1, 2030 or the date of earlier redemption, the Notes will bear interest at a fixed rate of 6.00% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2026. Thereafter, from and including December 1, 2030, to, but excluding, the maturity date, December 1, 2035, or the date of earlier redemption, the Notes will bear interest at a floating rate per year equal to the Benchmark rate, which is expected to be Three-Month Term SOFR (each as defined in the Indenture), plus 260 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on March 1, 2031. Notwithstanding the foregoing, if the Benchmark rate is less than zero, then the Benchmark rate shall be deemed to be zero.

The Notes, when issued, will be the Company’s unsecured, subordinated obligations and will (i) rank junior in right of payment and upon liquidation to any of the Company’s existing and future Senior Indebtedness (as defined in the Indenture), whether secured or unsecured; (ii) rank equal in right of payment and upon liquidation with any of the Company’s existing and future subordinated indebtedness the terms of which provide that such indebtedness ranks equally with promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Notes; (iii) rank senior in right of payment and upon liquidation with the Company’s existing junior subordinated debentures underlying outstanding trust preferred securities and any indebtedness the terms of which provide that such indebtedness ranks junior to promissory notes, bonds, debentures and other types of indebtedness that include the Notes; and (iv) be effectively subordinated to all of the existing and future indebtedness, deposits and other liabilities of Trustmark Bank and the Company’s other current and future subsidiaries, including, without limitation, Trustmark Bank’s liabilities to depositors in connection with the deposits in Trustmark Bank, its liabilities to general creditors and its liabilities arising during the ordinary course or otherwise.

The Notes may be redeemed at the Company’s option under certain circumstances, as described in the Indenture.

The foregoing summary of the terms of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the Subordinated Indenture, (iii) the form of Second Supplemental Indenture, and (iv) the form of the Notes, each of which is attached hereto as an exhibit and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number		Description of Exhibits
1.1		Underwriting Agreement, dated as of November 17, 2025, by and between Trustmark Corporation and Keefe, Bruyette & Woods and Goldman Sachs & Co. LLC
4.1		Subordinated Indenture, dated as of November 25, 2020, by and between Trustmark Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to Trustmark Corporation’s Registration Statement on Form S-3, filed with the U.S. Securities and Exchange Commission on November 17, 2025).
4.2		Form of Second Supplemental Indenture, by and between Trustmark Corporation and Wilmington Trust, National Association, as trustee.
4.3		Form of 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035 (included in Exhibit 4.2).
5.1		Opinion of Covington & Burling LLP.
5.2		Opinion of Brunini, Grantham, Grower & Hewes, PLLC.
23.1		Consent of Covington & Burling LLP (included in Exhibit 5.1).
23.2		Consent of Brunini, Grantham, Grower & Hewes, PLLC (included in Exhibit 5.2).
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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

TRUSTMARK CORPORATION

BY:		/s/ Thomas C. Owens
		Thomas C. Owens
		Treasurer and Principal Financial Officer
DATE:		November 19, 2025

FAQ

What type of securities is Trustmark Corporation (TRMK) issuing in this 8-K?

Trustmark Corporation is issuing $175,000,000 aggregate principal amount of 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035 under an underwriting agreement with Keefe, Bruyette & Woods and Goldman Sachs & Co. LLC.

How much net cash will TRMK receive from the subordinated notes offering?

After a 1.1% underwriting discount, Trustmark expects net proceeds of approximately $173.1 million from the sale of the subordinated notes before deducting offering expenses.

How does Trustmark plan to use the proceeds from the $175 million notes offering?

Trustmark intends to use the net proceeds to repay $125,000,000 of its outstanding 3.625% Fixed-to-Floating Rate Subordinated Notes due 2030 plus accrued interest, and for general corporate purposes.

What are the key interest terms of Trustmarks new 6.00% subordinated notes?

From issuance to December 1, 2030, the notes bear a 6.00% fixed rate paid semi-annually. From December 1, 2030 to maturity on December 1, 2035, they bear a floating rate equal to the Benchmark rate , paid quarterly.

When is the Trustmark (TRMK) subordinated notes offering expected to close?

The offering is expected to close on November 20, 2025, subject to the satisfaction of customary closing conditions.

How do the new subordinated notes rank in Trustmarks capital structure?

The notes will be unsecured, subordinated obligations of Trustmark, ranking junior to Senior Indebtedness, equal with other subordinated indebtedness of similar rank, senior to junior subordinated debentures underlying trust preferred securities, and effectively subordinated to all liabilities of Trustmark Bank and other subsidiaries.

Under what documents are Trustmarks new subordinated notes being issued?

The notes will be issued under a Subordinated Indenture dated November 25, 2020 and a Second Supplemental Indenture dated November 20, 2025, with Wilmington Trust, National Association serving as trustee.