Trustmark sells 34 branches in $91.7M sale-leaseback

Trustmark executed a 34-branch sale-leaseback and a large securities portfolio reshuffle that economically offset each other’s pre-tax impact.

Rhea-AI Filing Summary

TRUSTMARK CORPORATION (TRMK) disclosed that its wholly owned subsidiary, Trustmark Bank, completed a sale-leaseback of 34 owned branch properties with entities affiliated with Blue Owl Real Estate Capital LLC for $91.7 million on September 3, 2026. The branches are in Mississippi, Florida, Tennessee, Alabama and Texas, and the bank will not close any branch or exit any markets as part of this transaction.

Concurrently, Trustmark Bank entered into triple net lease agreements to continue operating all 34 locations, with an initial aggregate annual rent of $6.4 million, subject to 1.5% annual rent escalations over an initial 15‑year term plus three five‑year renewal options. The sale-leaseback generated a pre-tax gain of approximately $61.5 million after transaction-related expenses.

Following this transaction, Trustmark restructured its investment securities portfolio by reclassifying securities held to maturity as available for sale, then selling about $629.9 million of lower-yielding securities with a weighted-average yield of about 1.4% and purchasing about $628.0 million of securities yielding about 5.0%, resulting in a pre-tax loss of approximately $61.5 million that offsets the sale-leaseback gain.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Branch properties sold: 34 branches Sale price of branches: $91.7 million Initial annual rent: $6.4 million +5 more

8 metrics

Branch properties sold 34 branches Number of bank branch properties sold to entities affiliated with Blue Owl

Sale price of branches $91.7 million Purchase price paid by Blue Owl for 34 branch properties

Initial annual rent $6.4 million Aggregate annual rent under triple net lease agreements for the 34 branches

Annual rent escalation 1.5% Yearly rent increase during the initial lease term and any renewal terms

Pre-tax gain on sale-leaseback $61.5 million Gain from the Sale-leaseback Transaction after transaction-related expenses

Lower-yielding securities sold $629.9 million Amount of investment securities sold with ~1.4% weighted-average yield

Higher-yielding securities purchased $628.0 million Amount of investment securities purchased with ~5.0% weighted-average yield

Pre-tax loss on securities transactions $61.5 million Loss from selling and purchasing securities after reclassification

Key Terms

Sale-leaseback Transaction, triple net lease, securities held to maturity, securities available for sale, +1 more

5 terms

Sale-leaseback Transaction financial

"the sale of the Branches pursuant to the Sale Agreement, and the lease of the Branches pursuant to the Lease Agreements are collectively referred to as the “Sale-leaseback Transaction”"

A sale-leaseback transaction is when a company sells an asset it owns—often real estate or equipment—to a buyer and immediately rents the same asset back so it can keep using it. It matters to investors because it converts a fixed asset into cash while creating a new ongoing rental expense, which can boost short-term liquidity but also change long-term cash flow and debt metrics; think of selling your house and signing a lease to stay as a tenant.

triple net lease financial

"the Bank entered into triple net lease agreements (the “Lease Agreements”)"

A triple net lease is a rental agreement where the tenant pays the base rent plus three main ongoing costs: property taxes, building insurance, and routine maintenance. For investors, this shifts much of the expense and risk onto the tenant, creating a steadier, more predictable income stream for the property owner—similar to renting a furnished home where the renter also pays the bills—making valuation and cash-flow forecasting simpler.

securities held to maturity financial

"by reclassifying its securities held to maturity to securities available for sale"

securities available for sale financial

"by reclassifying its securities held to maturity to securities available for sale"

Securities available for sale are investments—like bonds or shares—that a company owns but does not plan to hold until they mature or trade every day; they are kept with the intention that they may be sold when needed or when a good opportunity arises. For investors, these holdings matter because their market value changes can affect a company’s reported net worth and provide a source of cash or unexpected gains or losses, similar to having a reserve of items you can sell when prices are favorable.

weighted-average yield financial

"sold approximately $629.9 million of lower-yielding investment securities with a weighted-average yield of approximately 1.4%"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major real estate transaction did TRUSTMARK CORP (TRMK) announce?

Trustmark Bank sold 34 branch properties to entities affiliated with Blue Owl Real Estate Capital LLC for a purchase price of $91.7 million, and simultaneously leased them back under triple net leases so the branches continue to operate in their existing markets.

How will TRMK’s Trustmark Bank continue using the 34 branches after the sale?

Trustmark Bank entered into triple net lease agreements for each of the 34 branches, with an initial term of 15 years and three consecutive 5‑year renewal options. The company stated it will not close any branch or exit any markets as part of this transaction.

What are the lease terms and rent obligations for TRMK’s sale-leaseback?

The initial aggregate annual rent is $6.4 million, payable under the triple net lease agreements, with a 1.5% annual rent escalation during the initial 15‑year term and any renewal terms. These leases cover all 34 branch properties sold in the transaction.

What financial gain did TRMK report from the sale-leaseback transaction?

The sale-leaseback of the 34 branches generated a pre-tax gain of approximately $61.5 million, after transaction-related expenses. This gain was later economically offset by a $61.5 million pre-tax loss from restructuring the investment securities portfolio.

How did TRMK restructure its investment securities portfolio after the sale-leaseback?

TRMK reclassified securities held to maturity as available for sale, then sold about $629.9 million of lower-yielding securities with a 1.4% weighted-average yield and purchased about $628.0 million of securities yielding about 5.0%, realizing a $61.5 million pre-tax loss.

What is the net pre-tax impact of TRMK’s sale-leaseback and securities transactions?

The sale-leaseback generated a $61.5 million pre-tax gain, while the securities portfolio restructuring produced a $61.5 million pre-tax loss. The company states that the loss from the securities transactions offsets the gain from the sale-leaseback transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 07:30 AM Accepted by SEC EDGAR 09/10/2026 - 07:30 AM Learn about SEC filing dates

false000003614600000361462026-09-032026-09-03

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

September 3, 2026

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 September 3, 2026, Trustmark Bank (the “Bank”), a wholly owned subsidiary of Trustmark Corporation (the “Company”), entered into, and simultaneously completed the transactions contemplated by, an agreement for the purchase and sale of real property (the “Sale Agreement”) with entities affiliated with Blue Owl Real Estate Capital LLC (collectively, “Blue Owl”). Pursuant to the Sale Agreement, the Bank sold to Blue Owl 34 bank branch properties owned and operated by the Bank (the “Branches”) for a purchase price of $91.7 million. The Branches are located in Mississippi, Florida, Tennessee, Alabama and Texas.

Concurrently with the sale of the Branches, the Bank entered into triple net lease agreements (the “Lease Agreements”) with Blue Owl under which Blue Owl will lease to the Bank each of the Branches for the Bank to operate as Bank branches (the sale of the Branches pursuant to the Sale Agreement, and the lease of the Branches pursuant to the Lease Agreements are collectively referred to as the “Sale-leaseback Transaction”). Each of the Lease Agreements has an initial term of 15 years and three consecutive renewal options of five years each. The initial aggregate annual rent payable by the Bank under the Lease Agreements is $6.4 million, and is subject to a 1.5% annual rent escalation during the initial term and the renewal terms, if exercised. The Bank will not close any branch or exit any markets as part of the Sale-leaseback Transaction. The Sale-leaseback Transaction resulted in a pre-tax gain of approximately $61.5 million, after transaction-related expenses.

The foregoing description of the Sale Agreement and the Lease Agreements is a summary and is qualified in its entirety by the agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

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

The description in Item 1.01 above with respect to the Bank’s entry into the Lease Agreements is incorporated by reference under this Item 2.03.

Item 7.01. Regulation FD Disclosure.

Following the completion of the Sale-leaseback Transaction, the Company executed a restructuring of its investment securities portfolio by reclassifying its securities held to maturity to securities available for sale. The Company then sold approximately $629.9 million of lower-yielding investment securities with a weighted-average yield of approximately 1.4% and purchased approximately $628.0 million of investment securities with a weighted-average yield of approximately 5.0%, which resulted in a pre-tax loss of approximately $61.5 million. This pre-tax loss offsets the pre-tax gain of approximately $61.5 million generated by the Sale-leaseback Transaction.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “seek,” “continue,” “could,” “would,” “future” or the negative of those terms or other words of similar meaning. Examples of forward-looking statements include those that discuss expectations regarding the financial impacts of the Sale-leaseback Transaction and the other transactions described in this report. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, changes in management’s assumptions, and material changes in expected expenses associated with the transactions described in the report. Further information regarding risk factors that may affect the Company and its future results of operations and financial condition is contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2025.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the result of new information, future events or developments or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibits
10.1		Agreement for Purchase and Sale of Real Property, dated September 3, 2026, between Trustmark Bank and entities affiliated with Blue Owl Real Estate Capital, LLC.*
10.2		Form of Lease Agreement between Trustmark Bank and entities affiliated with Blue Owl Real Estate Capital, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC.

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/ Joseph E. Bond
		Joseph E. Bond
		Treasurer and Principal Financial Officer
DATE:		September 10, 2026

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 178.1 KB
• EX-10.2 EX-10.2 1.3 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 29.0 KB