UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2025 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ____________ to __________ |
Commission file number 333-236022
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
BANCPLUS CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
BANCPLUS CORPORATION
1068 Highland Colony Parkway
Ridgeland, MS 39157
Report of Independent Registered Public Accounting Firm
Plan Administrator and Plan Participants
BancPlus Corporation Employee Stock Ownership Plan
With 401(k) Provisions
Ridgeland, Mississippi
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of BancPlus Corporation Employee Stock Ownership Plan with 401(k) Provisions (Plan) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024 and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Plan Administrator and Plan Participants
BancPlus Corporation Employee Stock Ownership Plan
with 401(k) Provisions
Report on Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2025 and Schedule H, Line 4j – Schedule of Reportable Transactions for the year ended December 31, 2025 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the Schedule H, Line 4i – Schedule of Assets (Held at End of Year) and Schedule H, Line 4j – Schedule of Reportable Transactions are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ Forvis Mazars, LLP
We have served as the Plan’s auditor since 2008.
Jackson, Mississippi June 18, 2026
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
Statements of Net Assets Available for Benefits
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December 31, |
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2025 |
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2024 |
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Assets |
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Investments, at Fair Value |
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Money market mutual fund |
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739,709 |
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$ |
6,422,614 |
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Mutual funds |
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70,796,928 |
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59,007,276 |
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Common collective trusts |
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2,443,134 |
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3,076,089 |
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BancPlus Corporation common stock |
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105,317,304 |
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95,252,916 |
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Total investments |
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179,297,075 |
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163,758,895 |
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Receivables |
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Notes receivable from participants |
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944,320 |
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790,778 |
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Participant contributions receivable |
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— |
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108,250 |
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Total receivables |
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944,320 |
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899,028 |
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Total assets |
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180,241,395 |
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164,657,923 |
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Net Assets Available for Benefits |
$ |
180,241,395 |
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$ |
164,657,923 |
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The accompanying notes are an integral part of these financial statements.
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
Statement of Changes in Net Assets Available for Benefits
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Year Ended December 31, 2025 |
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Additions |
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Contributions |
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Employer |
$ |
4,600,000 |
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Participant salary deferrals |
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6,298,468 |
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Participant rollovers |
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1,247,877 |
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Total contributions |
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12,146,345 |
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Investment Income |
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Dividends on BancPlus Corporation common stock |
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2,908,486 |
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Interest and dividend income |
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757,112 |
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Interest income on notes receivable from participants |
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76,290 |
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Change in value of BancPlus Corporation common stock |
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14,892,867 |
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Net appreciation in fair value of mutual funds |
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9,572,651 |
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Total investment income |
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28,207,406 |
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Total additions |
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40,353,751 |
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Deductions |
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Benefits Paid Directly to Participants |
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Cash |
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23,156,158 |
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Stock |
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1,393,837 |
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Loans deemed distributed |
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82,256 |
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Total benefits paid |
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24,632,251 |
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Administrative expense |
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138,028 |
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Total deductions |
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24,770,279 |
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Net Increase in Net Assets |
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15,583,472 |
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Net Assets Available for Benefits, Beginning of Year |
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164,657,923 |
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Net Assets Available for Benefits, End of Year |
$ |
180,241,395 |
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The accompanying notes are an integral part of these financial statements.
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to the Financial Statements
December 31, 2025 and 2024
Note 1: Description of the Plan
The following description of the BancPlus Corporation (“BancPlus” or the “Company”) Employee Stock Ownership Plan with 401(k) Provisions (the “Plan”) provides only general information. Participants should refer to the Plan Document and Summary Plan Description for a more complete description of the Plan’s provisions, which are available from the Plan Administrator.
General
The Company established the Plan effective as of January 1, 1956. The Plan operates as a defined contribution plan, is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended (the “Code”) and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. At December 31, 2023, BankPlus (the “Bank”), a wholly-owned subsidiary of the Company, was the Trustee of the Plan. On January 1, 2024, the Company appointed GreatBanc Trust Company as Trustee of the Plan. The Plan’s recordkeeping is performed by the Bank and by EPIC Retirement Plan Services. The Bank also performs custodial functions for the Plan along with Mid-Atlantic Company. The Company is the Plan Sponsor and Administrator.
Participation
The Plan is a defined contribution plan covering all full-time employees of the Bank who have completed 1,000 hours of service for the Plan year and are age 21 or older.
Vesting
Participants are fully vested in their salary reduction and rollover contributions and the Bank’s matching and basic contributions. Participants vest in the Bank’s optional contributions and earnings thereon at a rate of 20% for each year of service greater than two years and become fully vested upon completing six years of service. Participants terminating due to normal retirement, death, or disability will be 100% vested.
Put Option
Under federal income tax regulations, the employer stock that is held by the Plan and its participants and is not readily tradable on an established market or is subject to trading limitations includes a put right. This put option is a right to demand that the Company buy, within 30 days of the exercise of the put option, any shares of its stock distributed to participants for which there is no market. The put price is representative of the current appraised value of the stock.
Payment of Benefits
Participants are entitled to benefits upon termination of service due to death, disability or retirement. In addition, participants who are 100% vested and have completed six years of service in the Plan may request in-service distributions. A participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or may elect to receive installment payments over a period of not more than the participant’s assumed life expectancy (or assumed life expectancies for the participant and beneficiary). Net assets available for benefits include amounts allocated to the accounts of terminated participants. These accounts had a total balance of $26,624,816 and $30,762,093 and a vested balance of $26,496,136 and $30,636,462 at December 31, 2025 and 2024, respectively.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned duly authorized.
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BANCPLUS CORPORATION |
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EMPLOYEE STOCK OWNERSHIP PLAN |
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(WITH CODE SECTION 401(K) PROVISIONS) |
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Date: June 18, 2026 |
/s/ Lisa McDaniel |
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Lisa McDaniel |
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Senior Vice President & Director of Human Resources |