UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event Reported): July 23, 2019

Reliant Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)

Tennessee
 
001-37391
 
37-1641316
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

1736 Carothers Parkway, Suite 100
Brentwood, Tennessee
 
37027
(Address of Principal Executive Offices)
 
(Zip Code)

 
(615) 221-2020
 
 
(Registrant’s telephone number, including area code )
 
     
 
Not Applicable
 
 
(Former Name or Former Address, if Changed Since Last Report)
 

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 ( see General Instruction A.2. below):

☐
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, $1.00 par value per share
RBNC
The Nasdaq Capital Market

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

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 2.02
Results of Operations and Financial Condition.

On July 23, 2019, Reliant Bancorp, Inc. (the “ Company ”), the parent of Reliant Bank (“ Reliant ”), issued a press release announcing its financial results for the quarter ended June 30, 2019. A copy of the Company’s press release and Presentation (as defined below) are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K (this “ Form 8-K ”) and are incorporated herein by reference. The Company plans to host a teleconference and webcast on July 24, 2019 at 9:00 a.m. CDT to discuss these results. The earnings conference call will be broadcast live over the Internet at https://www.webcaster4.com/Webcast/Page/1855/30982. A replay of the earnings call will be available on the Company’s website at www.reliantbank.com in the “Investor Relations” section and will be available for 12 months.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall it be deemed incorporated by reference in any filing.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 23, 2019, the Compensation Committee of the Board of Directors of the Company (the “ Compensation Committee ”) approved two new forms of agreements for use for equity awards pursuant to the Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan (the “ EIP ”) to DeVan D. Ard, Jr., the Company’s Chairman, Chief Executive Officer and President, Louis E. Holloway, the Company’s Chief Operating Officer, John R. Wilson, the Company’s Chief Loan Officer, and J. Daniel Dellinger, the Company’s Chief Financial Officer.

Restricted Stock Unit Agreement

The Compensation Committee approved a form of Restricted Stock Unit Agreement (the “ RSU Agreement ”) for use by the Company in connection with awards of restricted stock units (“ RSUs ”) to certain employees of the Company or Reliant. Pursuant to the RSU Agreement , subject to certain vesting requirements, each participant is eligible to receive a number of shares of the Company’s common stock, par value $1.00 per share (“ Shares ”), equal to the number of RSUs granted. The RSUs will be subject to special vesting and forfeiture rules as specified in the RSU Agreement and the EIP, and the RSUs will time-based vest according to the specifications in the RSU Agreement. After vesting, the Company will convert the RSUs granted into the equivalent number of Shares and will deliver the Shares to the participant. Dividend equivalents will accrue on the RSUs (pursuant to the terms of the RSU Agreement) and will be subject to the same vesting and forfeiture restrictions as the RSUs to which they are attributable and will be paid at the time of settlement of the RSUs to which they are attributable. If, prior to vesting, the participant’s employment with the Company terminates for any reason except death or “Disability” (as defined in the EIP), any RSUs unvested as of that date will be forfeited. In the event of death or Disability of the participant, all unvested RSUs will vest. Also, in the event of a “Change in Control” (as defined in the EIP), the Compensation Committee can take any actions as provided for in the EIP in respect of the RSUs .

The Compensation Committee approved the following grants of RSUs pursuant to RSU Agreements: (1) Mr. Ard, 5,500 RSUs; (2) Mr. Holloway, 2,000 RSUs; (3) Mr. Wilson, 3,000 RSUs; and (4) Mr. Dellinger, 2,000 RSUs.

Incentive Stock Option Agreement

The Compensation Committee approved a form of Incentive Stock Option Agreement (the “ ISO Agreement ”) for use by the Company in connection with awards of incentive stock options (“ ISOs ”) to certain employees of the Company or Reliant. Pursuant to the ISO Agreement , ISOs will vest in five equal installments on each of the first five anniversaries of the grant date, subject to the participant’s continued employment. The ISOs will expire on the 10th anniversary of the grant date. Unless the participant is terminated for “Cause” (as defined in the EIP), ISOs can be exercised, to the extent vested, for three months post-termination of service. In the event of death or Disability of the participant, ISOs can be exercised, to the extent vested, for 12 months following such event. Also, in the event of a Change in Control, notwithstanding the vesting schedule specified in the ISO Agreement, the Compensation Committee can take any actions as provided for in the EIP in respect of the ISOs .
 
The Compensation Committee approved the following grants of ISOs pursuant to ISO Agreements: (1) Mr. Ard, 5,500 ISOs; (2) Mr. Holloway, 2,000 ISOs; (3) Mr. Wilson, 3,000 ISOs; and (4) Mr. Dellinger, 2,000 ISOs.

The foregoing descriptions of the RSU Agreement and the ISO Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K and are incorporated herein by reference.

Item 7.01
Regulation FD Disclosure.

On July 23, 2019, the Company issued the press release described above in Item 2.02 of this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference .

On July 23, 2019 , the Company also posted to its website a presentation that management intends to use during the Company’s July 24, 2019 earnings call and webcast (the “ Presentation ”). The Presentation is available on the Company’s website, www.reliantbank.com , and is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference.

All statements in the press release, teleconference and webcast, and the Presentation, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and the Company’s other filings with the Securities and Exchange Commission for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing.

Item 9.01
Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit
Number
Description
   
Form of 2019 Restricted Stock Unit Agreement (for Employees).
Form of 2019 Incentive Stock Option Agreement .
Press Release, dated July 23, 2019.
Presentation, dated July 24, 2019.
 
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.

 
RELIANT BANCORP, INC.
   
Date: July 23, 2019
 
 
/s/ DeVan D. Ard, Jr.
 
DeVan D. Ard, Jr.
 
Chairman, President, and CEO



Exhibit 10.1

RESTRICTED STOCK UNIT AGREEMENT
 
This Restricted Stock Unit Agreement (this “ Agreement ”) is made and entered into as of [●] (the “ Award Date ”), by and between Reliant Bancorp, Inc., a Tennessee corporation (the “ Company ”), and [●] (the “ Grantee ”).
 
WHEREAS, the Company has adopted the Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan (as amended, the “ Plan ”), pursuant to which the Committee may grant to Participants Awards of Company common stock, par value $1.00 per share (“ Common Stock ”), or Awards denominated or payable by reference to, or otherwise based on or related to, Common Stock; and
 
WHEREAS, in furtherance of and consistent with the purposes of the Plan, and in consideration of the Grantee’s service to the Company and/or Reliant Bank, the Company’s wholly owned bank subsidiary (the “ Bank ”), the Committee has approved the award of Restricted Stock Units (as defined below) provided for herein.
 
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
 
Section 1.            Award of Restricted Stock Units .
 
(a)        Pursuant to Section 9 of the Plan, the Company hereby awards to the Grantee on the Award Date an Award consisting of, in the aggregate, [●] restricted stock units (the “ Restricted Stock Units ”). Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms that are used but not defined in this Agreement have the meanings ascribed to them in the Plan.
 
(b)        The Restricted Stock Units shall be credited to a separate account maintained for the Grantee on the books and records of the Company (the “ Account ”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.
 
Section 2.            Consideration .  The award of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company and/or the Bank.
 
Section 3.            Vesting .
 
(a)        Except as otherwise provided herein, provided that the Grantee has not experienced a Termination of Service prior to the [●] anniversary of the Award Date, all of the Restricted Stock Units will vest on the date that is the [●] anniversary of the Award Date.
 
(b)        Except as otherwise provided in Section 3(c) , in the event the Grantee experiences a Termination of Service prior to the time all of the Restricted Stock Units have vested, all of the unvested Restricted Stock Units shall be automatically forfeited by the Grantee upon such Termination of Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement with respect thereto.
 
(c)        In the event the Grantee experiences a Termination of Service prior to the time all of the Restricted Stock Units have vested as a result of the Grantee’s death or Disability, all unvested Restricted Stock Units shall vest as of the date of such Termination of Service.
 
(d)        In the event of a Change in Control, the Committee shall take such action(s) with respect to this Award of Restricted Stock Units as are permitted by Section 12 of the Plan.

(e)        With respect to any Restricted Stock Units, the period of time beginning on the Award Date and ending on the date such Restricted Stock Units vest in accordance with this Section 3 is referred to herein as the “ Restricted Period ”. Restricted Stock Units that have vested in accordance with this Section 3 are referred to herein as “ Vested Units . ”
 
Section 4.            Restrictions .  Subject to any exceptions set forth in this Agreement, during the Restricted Period and until such time as the Restricted Stock Units are settled in accordance with Section 6 , neither the Restricted Stock Units nor any rights relating thereto may be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Grantee, and any attempt to assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the Restricted Stock Units or any rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all of the Grantee’s rights to such Restricted Stock Units shall immediately terminate without any payment or consideration by the Company.
 
Section 5.            Rights as Shareholder; Dividend Equivalents .
 
(a)        The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.
 
(b)        Upon and following the settlement of the Restricted Stock Units, the Grantee shall be the record owner of the shares of Common Stock underlying the Restricted Stock Units unless and until such shares are sold or otherwise transferred or disposed of and, as record owner of such shares, shall be entitled to all rights of a shareholder of the Company (including voting rights).
 
(c)        If, prior to the settlement of the Restricted Stock Units, the Company declares a cash or stock dividend on the shares of Common Stock, then, on the payment date of the dividend, the Grantee’s Account shall be credited with dividend equivalents in an amount equal to the cash or stock dividend that would have been paid to the Grantee if one share of Common Stock had been issued on the Award Date for each Restricted Stock Unit granted to the Grantee as set forth in this Agreement (the “ Dividend Equivalents ”), with the amount to be credited in respect of any stock dividend to be computed using the Fair Market Value of the Common Stock on the payment date of the dividend.
 
(d)        Any Dividend Equivalents shall be withheld by the Company for the Grantee’s Account and no interest shall accrue or be paid thereon. Dividend Equivalents shall be subject to the same vesting and forfeiture restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 6 . Dividend Equivalents credited to a Grantee’s Account shall be distributed in cash.
 
Section 6.            Settlement of Restricted Stock Units .
 
(a)        Subject to Section 8 , promptly following the date on which any Restricted Stock Units vest, and in any event no later than March 15 of the calendar year following the calendar year in which such Restricted Stock Units vest, the Company shall (i) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units, and cash in an amount equal to any Dividend Equivalents credited with respect to such Vested Units, and (ii) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.
 
(b)        Notwithstanding Section 6(a) , in accordance with Section 3.1 of the Plan, the Committee may, but is not required to, prescribe rules pursuant to which the Grantee may elect to defer settlement of the Restricted Stock Units. Any deferral election must be made in compliance with such rules and procedures as the Committee deems advisable.
 
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(c)        If the Grantee is deemed a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Grantee becomes eligible for settlement of the Restricted Stock Units upon the Grantee’s “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code such settlement will be delayed until the earlier of (i) the date that is six months following the Grantee’s separation from service and (ii) the Grantee’s death.
 
Section 7.            No Right to Continued Service .  This Agreement does not confer upon the Grantee any right to be retained by the Company or the Bank, or any subsidiary of affiliate thereof, in any position, whether as an employee, director, or otherwise. Further, nothing in this Agreement shall be construed to limit the discretion of the Company or the Bank, or any subsidiary of affiliate thereof, to terminate the Grantee’s service at any time, with or without Cause.
 
Section 8.            Tax Withholding and Liability .
 
(a)        The Company or any Subsidiary or Affiliate shall have the authority and the right to deduct or withhold, or to require the Grantee to pay to the Company or such Subsidiary or Affiliate, an amount sufficient to satisfy any federal, state, local, and foreign tax withholding obligations (including without limitation the Grantee’s FICA and other employment tax obligations) arising in respect of or in connection with the Restricted Stock Units. Unless otherwise determined by the Committee, such tax withholding obligations shall be satisfied by the Company withholding shares of Common Stock from the shares of Common Stock otherwise deliverable to the Grantee as a result of the vesting of the Restricted Stock Units, provided that there shall not be withheld any shares of Common Stock with a Fair Market Value in excess of the maximum amount of tax required by law to be withheld.
 
(b)        Notwithstanding any action the Company or any Subsidiary or Affiliate takes with respect to any or all income tax, social security tax, Medicare tax, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, award, vesting, or settlement of the Restricted Stock Units or the subsequent sale of any shares of Common Stock and (ii) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.
 
Section 9.            Compliance with Law .  Any issuance or transfer of shares of Common Stock underlying the Restricted Stock Units shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which shares of Company Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.
 
Section 10.         Notices .  Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may from time to time designate a different address for notices by notice given in accordance with this Section 10 . Any notice provided under this Agreement must be delivered personally to the party to be notified or sent by first class mail, postage prepaid, return receipt requested.
 
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Section 11.         Governing Law .  This Agreement will be construed and interpreted in accordance with the laws of the State of Tennessee without regard to conflict of law principles.
 
Section 12.         Interpretation .  Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.
 
Section 13.         Restricted Stock Units Subject to Plan .  This Agreement is subject to the Plan. The terms and provisions of the Plan are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
 
Section 14.         Successors and Assigns .  The Company may assign any of its rights and/or delegate any of its obligations under this Agreement without the consent of or notice to the Grantee. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. This Agreement and the Restricted Stock Units, and the Grantee’s rights hereunder and thereto, may be transferred by the Grantee only at death by will or the laws of descent and distribution. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s executors and administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the laws of descent and distribution.
 
Section 15.         Discretionary Nature of Plan .  The Plan and Awards thereunder are discretionary in nature. The award of Restricted Stock Units provided for by this Agreement does not create any contractual right or other right to receive any restricted stock units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Committee.
 
Section 16.         Amendment .  Subject to any limitations set forth in the Plan, the Committee shall have the right to amend the terms of or alter, suspend, discontinue, cancel, or terminate the Restricted Stock Units, prospectively or retroactively; provided that no such amendment, alteration, suspension, discontinuance, cancellation, or termination that would adversely affect the Grantee’s rights under this Agreement shall be effective without the Grantee’s consent.
 
Section 17.         Section 409A .  This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.
 
Section 18.         No Impact on Other Benefits .  The value of the Grantee’s Restricted Stock Units is not part of the Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance, or similar employee benefit.
 
Section 19.         Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document bearing an original signature.
 
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Section 20.         Acceptance .  The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares of Common Stock and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement, or disposition.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

RELIANT BANCORP, INC.

By:
     
 
[●]
 
[●]


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Exhibit 10.2

INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement (this “ Agreement ”), effective as of [●] (the “ Grant Date ”), is entered into by and between Reliant Bancorp, Inc., a Tennessee corporation (the “ Company ”), and [●] (the “ Optionee ”).

WHEREAS, the Option (as defined below) evidenced by this Agreement is granted under the Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan dated June 18, 2015 (as such plan may be amended from time to time, the “ Plan ”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and in further consideration of the services to be rendered by the Optionee to the Company or to a “parent corporation” or a “subsidiary corporation” thereof, as such terms are defined in Code Sections 424(e) and 424(f), respectively (each, an “ Affiliate ”), the Company and the Optionee agree as follows:

1.           Incorporation of Plan; Acceptance .
 
(a)          The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan. The Committee shall have the final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder and hereunder, and its decisions shall be binding and conclusive upon the Optionee and the Optionee’s legal and personal representatives, heirs, beneficiaries, and permitted assigns in respect of any questions arising under the Plan or this Agreement. In the event of a discrepancy between the Plan and this Agreement, the provisions of the Plan shall control.
 
(b)          The Optionee has been provided a copy of the Plan and has read and understands the terms and provisions of the Plan and this Agreement and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Optionee acknowledges that there may be adverse tax consequences upon the exercise of the Option or the disposition of the underlying shares of Company Stock (as defined below) and that the Optionee should consult with the Optionee’s tax advisor prior to any such exercise or disposition.
 
2.           Grant of Option .  The Optionee is hereby granted the right and option to purchase, subject to the terms and conditions of this Agreement and the Plan, [●] shares of common stock, par value $1.00 per share, of the Company (the “ Company Stock ”) at the Option Price specified in Section 3 below (the “ Option ”). The Option is intended to qualify as an Incentive Stock Option; provided, however , the Company makes no representation or guarantee that the Option in fact will qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined as of the grant date) of the shares of Company Stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options. Except as otherwise indicated by the context, the term “Optionee” as used in this Agreement shall be deemed to include any person who validly acquires the right to exercise this Option under the terms of this Agreement and the Plan.

3.           Option Price .  The exercise price for shares of Company Stock subject to the Option shall be $[●] per share (the “ Option Price ”). The Option Price represents the Fair Market Value of the Company Stock on the Grant Date.

4.            Vesting .

(a)          Subject to Section 4(b) , the Option shall vest in five equal installments on each of the first five anniversaries of the Grant Date in accordance with the vesting schedule set forth in the table below, provided that the Optionee is still employed by the Company or any Affiliate thereof on the respective vesting date.

 
Vesting date
[●]
[●]
[●]
[●]
[●]
 
Shares as to which Option vests
[●]
[●]
[●]
[●]
[●]

There shall be no proportional or partial vesting during the period prior to each vesting date, and all vesting shall occur only on the appropriate vesting date. The Grantee’s right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Expiration Date or the termination of the Option under the Plan or this Agreement.

(b)          Notwithstanding the vesting schedule provided for in Section 4(a) , in the event of a Change in Control, the Committee shall take such action(s) with respect to the Option as are permitted by Section 12 of the Plan.

5.           Option Term .  Subject to Section 6 , the Option may be exercised at any time prior to the close of business on the 10th anniversary of the Grant Date (the “ Expiration Date ”) with respect to, but only with respect to, shares of Company Stock as to which the Option has vested. To the extent not exercised, the Option shall expire as of the Expiration Date.

6.           Exercise of Option .

(a)          Except as otherwise provided below, the Optionee may exercise any vested portion of the Option prior to the Expiration Date by transmitting notice of exercise and the required Option Price to the Chief Financial Officer of the Company. The notice of exercise shall specify the number of shares of Company Stock to be purchased and the aggregate Option Price tendered in payment for such shares and shall otherwise be in such form as may be required by the Committee.

(b)          Except as otherwise provided in Section 6(c) or Section 6(d) , in the event the Optionee experiences a Termination of Service, the Optionee may exercise any vested portion of the Option until the earlier of (i) the date that is three months following the Termination of Service and (ii) the Expiration Date, unless such Termination of Service is for Cause. In the event the Optionee experiences a Termination of Service for Cause, the Option shall terminate immediately and the Optionee may not thereafter exercise any portion of the Option, whether vested or unvested.

(c)          In the event the Optionee experiences a Termination of Service as a result of the Optionee’s Disability, the Optionee may exercise any vested portion of the Option until the earlier of (i) the date that is 12 months following the Termination of Service and (ii) the Expiration Date.

(d)          In the event the Optionee experiences a Termination of Service as a result of the Optionee’s death, any vested portion of the Option may be exercised by the Optionee’s estate or by any person who has acquired the Option from the Optionee by bequest or inheritance, but only within such period of time ending on the earlier of (i) the date that is 12 months following the Termination of Service and (ii) the Expiration Date.

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(e)          Payment of the aggregate Option Price for the number of shares of Company Stock with respect to which the Option is exercised shall be made, to the extent permitted by applicable laws, rules, and regulations, (i) in cash, or by certified or cashier’s check or wire transfer payable to the order of the Company, or (ii) through a “cashless exercise program” established with a broker.

7.           Tax Liability and Withholding .

(a)          The Company or an Affiliate shall have the authority and the right to deduct or withhold, or to require the Grantee to pay to the Company or such Affiliate, an amount sufficient to satisfy any federal, state, local, and foreign tax withholding obligations (including without limitation any FICA and other employment tax obligations) arising in respect of or in connection with the exercise of the Option. Unless otherwise determined by the Committee, such tax withholding obligations shall be satisfied by the Company withholding shares of Company Stock from the shares of Company Stock otherwise issuable to the Optionee as a result of the exercise of the Option, provided that there shall not be withheld any shares of Company Stock with a Fair Market Value in excess of the maximum amount of tax required by law to be withheld.

(b)          Notwithstanding any action the Company or any Affiliate takes with respect to any or all income tax, social security tax, Medicare tax, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares of Company Stock received upon the exercise of the Option and (ii) does not commit to structure the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items.

8.           Qualification as Incentive Stock Option . This Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable laws, rules, and regulations. The Optionee understands that, in order to obtain the benefits of an incentive stock option, the shares of Company Stock for which incentive stock option treatment is desired may not be sold or otherwise disposed of within one year following the date of exercise of the Option or within two years from the Grant Date. The Optionee agrees that the Company will not be liable or responsible for any additional tax liability the Optionee incurs in the event the Internal Revenue Service for any reason determines that the Option does not qualify as an Incentive Stock Option.

9.           Disqualifying Disposition . If the Optionee disposes of the shares of Company Stock received upon the exercise of the Option prior to either two years from the Grant Date or one year from the date the shares are transferred to the Optionee pursuant to the exercise of the Option (a “ Disqualifying Disposition ”), the Optionee shall notify the Company in writing within 30 days after such disposition of the date and terms of such disposition. The Optionee also agrees to provide the Company with any other information concerning any such Disqualifying Disposition which the Company reasonably requests for tax purposes.

10.         Compliance with Law . The exercise of the Option and the issuance and transfer of shares of Company Stock subject thereto shall be subject to compliance by the Company and the Optionee with all applicable requirements of federal and state securities laws, rules, and regulations and all applicable requirements of any stock exchange on which shares of Company Stock may be listed. No shares of Company Stock shall be issued pursuant to this Option unless and until any then applicable requirements of state and federal laws, rules, and regulations and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

3
11.          Evidence of Ownership .  As soon as reasonably practicable after any exercise of the Option, in whole or in part, the Company shall cause to be issued in the name of and delivered to the Optionee book entry evidence of the number of shares of Company Stock to which the Optionee is entitled upon such exercise.

12.         Reservation of Shares .  Except as otherwise restricted by the Plan, the Company shall at all times reserve and keep available a number of authorized but unissued shares of Company Stock sufficient to permit the exercise of the Option in full.

13.         No Rights as Shareholder .  The Optionee shall have no rights as a shareholder of the Company with respect to any shares of Company Stock which may be purchased upon exercise of the Option unless and until such shares are have been duly issued to the Optionee.

14.         No Right to Continued Service .  Nothing in this Agreement confers upon the Optionee any right to be retained by the Company or the Bank, or any subsidiary of affiliate thereof, in any position, whether as an employee, director, or otherwise. Further, nothing in this Agreement shall be construed to limit the discretion of the Company or the Bank, or any subsidiary of affiliate thereof, to terminate the Optionee’s service at any time, with or without Cause.

15.         Transferability .  The Option is not transferable by the Optionee other than by will or the laws of descent and distribution. The Option may be exercised during the Optionee’s lifetime only by the Optionee. Without limiting the generality of, but subject to, the foregoing, the Option may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered and shall not be subject to execution, attachment, or similar process. Any attempted assignment, alienation, pledge, attachment, sale, or other transfer or encumbrance of the Option contrary to the provisions of this Agreement or the Plan shall be void and of no force or effect and shall result in the forfeiture of any unexercised portion of the Option.

16.         Code Section 409A .  The Option is intended to qualify as an Incentive Stock Option exempt from the provisions of Code Section 409A. However, in no event shall the Company be liable for any taxes, interest, penalties, or other amounts that may be incurred by the Optionee as a result of non-compliance with Code Section 409A.

17.         Governing Law .  This Agreement will be construed and interpreted in accordance with the laws of the State of Tennessee without regard to conflict of law principles.

18.         Miscellaneous .

(a)           Amendment .  Subject to any limitations set forth in the Plan, the Committee shall have the right to amend the terms of or alter, suspend, discontinue, cancel, or terminate the Option, prospectively or retroactively, provided that no such amendment, alteration, suspension, discontinuance, cancellation, or termination that would adversely affect the Grantee’s rights under this Agreement shall be effective without the Grantee’s consent.

(b)           Notices .  Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Optionee under this Agreement shall be in writing and addressed to the Optionee at the Optionee’s address as shown in the records of the Company. Either party may from time to time designate a different address for notices by notice given in accordance with this Section 18(b) . Any notice provided under this Agreement must be delivered personally to the party to be notified or sent by first class mail, postage prepaid, return receipt requested.

4
(c)           Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Optionee or the Company to the Committee for review. The resolution of any such dispute by the Committee shall be final and binding on the Optionee and the Company.

(d)           Successors and Assigns . The Company may assign any of its rights and/or delegate any of its obligations under this Agreement without the consent of or notice to the Optionee. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company.
This Agreement and the Optionee’s rights hereunder may be transferred by the Optionee only at death by will or the laws of descent and distribution. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Optionee and the Optionee’s executors and administrators and the person(s) to whom the Option may be transferred by will or the laws of descent and distribution.

(e)           Discretionary Nature of Plan . The Plan and Awards thereunder are discretionary in nature. The grant of the Option provided for by this Agreement does not create any contractual right or other right to receive any options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Committee.

(f)           No Impact on Other Benefits .  The value of the Optionee’s Option is not part of the Optionee’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance, or similar employee benefit.

(g)           Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document bearing an original signature.

[ Signature Page Follows ]

5
IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date first above written.

RELIANT BANCORP, INC.

By:
     
 
[●]
 
[●]


6
Exhibit 99.1


Reliant Bancorp, Inc. Reports Record Results for Second Quarter 2019
 
$0.38 Diluted EPS, up 11.8% YoY (Adjusted 2018 EPS)
 
3.57% NIM / 0.96% ROAA / 8.0% ROAE / $19.11 BVPS
 
16.0% Loan Growth (Annualized) / $150MM New Loan Production
 
10.5% ROATCE / 8.7% Annualized Increase in TBVPS
 
BRENTWOOD, Tenn.--July 23, 2019--Reliant Bancorp, Inc. (“Reliant Bancorp” or the “Company”) (Nasdaq: RBNC), the parent company for Reliant Bank (“Reliant” or the “Bank”), reported net income of $4.2 million and $0.38 per diluted common share for the second quarter of 2019, compared to $2.1 million and $0.19 per diluted common share for the second quarter of 2018, or $3.9 million and $0.34 per diluted common share when second quarter of 2018 results are adjusted for merger-related expense and accretion (non-GAAP).
 
“We are very pleased to report record results for our Company in the second quarter.  Earnings were primarily driven by strong revenue growth, good expense control, and superior asset quality.  Our team produced at a high level, and we achieved growth in all of our key markets. Loan production of $150.0 million was 29% higher than the first quarter, and both new C&I and construction loans were particularly strong, a reflection of the confidence our customers have in the Nashville and Chattanooga economies," stated DeVan Ard, Jr., Chairman, President & CEO of the Company.
 
"Additionally, we made progress improving our asset mix and accelerated the pace of our share repurchase program,” continued Ard.
 
Quarterly Highlights
 
Consistent Double-Digit, Organic Loan Growth Driving Revenue Growth and Improving Asset Mix
 
Loans Held for Investment increased by $50.5 million, 16.0% annualized, quarter-over-quarter and $170.2 million, or 14.9% year-over-year, to $1.3 billion.  New loan production totaled $150.0 million at a 5.54% weighted average rate ("WAR").  Construction and C&I loans accounted for $62.9 million and $36.6 million, respectively, for the second quarter of 2019's loan production.  The Company partially funded loan growth through a $25.5 million reduction of the bond portfolio.  At June 30, 2019, Loans Held for Investment comprised 73.2% of assets, up from 68.8% at June 30, 2018.

Ard stated, "Our bankers' ability to consistently generate high-quality, organic loan growth has improved our asset mix over the past year increasing Loans Held for Investment to 73.2% of assets at June 30, 2019, up from 68.8% at June 30, 2018.  We expect this trend to continue."

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Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 2
Optimizing Funding Mix Remains a Priority
 
Deposits increased by $39.0 million, 10.3% annualized, quarter-over-quarter and $216.0 million, or 16.2% year-over-year, to $1.6 billion.  Our cost of funds increased 8 basis points quarter-over-quarter and represented the largest factor contributing to the overall 6 basis points reduction in net interest margin.  Average retail and wholesale deposit costs increased during the second quarter of 2019 reflecting the macro and local rate environment; however, late in the second quarter of 2019, brokered deposit offering rates began to decline.  To take advantage of this trend, we reduced the State of Tennessee CD portfolio by $39.5 million at a weighted average cost ("WAC") of 2.35% and the wholesale money market deposit portfolio by $20.1 million at a WAC of 2.67% and replaced those funds with short duration brokered CDs with a 2.26% WAC.  We expect the cost of brokered CDs to continue to decline in the short-term.  Ard continued, "While our bankers work hard to generate core deposits in a very competitive environment, we strategically use wholesale funding sources to supplement their efforts to meet our liquidity needs as efficiently as possible."

Profitability Driven by Proactive Management of Non-Interest Expense
 
Non-interest expense ("NIE") for the second quarter of 2019 increased 3.0% from the first quarter of 2019 and 13.6% from the second quarter of 2018 (merger expense not included) to $13.1 million; however, core bank segment NIE, which excludes mortgage subsidiary NIE, decreased 3.0% quarter-over-quarter.  The year-over-year increase in operating expense is primarily driven by investments in upgrading business development and leadership personnel and the opening of new branches in Murfreesboro and Chattanooga during the second half of 2018.  Core bank segment NIE as a percentage of average assets has remained relatively constant, 2.3% for second quarter of 2019, 2.4% for first quarter of 2019 and 2.3% for second quarter of 2018.

Asset Quality Remains a Hallmark of The Franchise
 
The Company has steadily improved key asset-quality metrics over the past year.  Non-performing assets decreased to $4.9 million, or 0.27% of total assets, at June 30, 2019 from $6.1 million, or 0.35% of total assets, at March 31, 2019 and $6.5 million, or 0.39% of total assets, at June 30, 2018.  Moreover, criticized and classified loans decreased to 0.78% of total loans at June 30, 2019, compared to 0.94% at March 31, 2019 and 1.11% at June 30, 2018.
 
The loan loss reserve was 0.89% of Loans Held for Investment at June 30, 2019 (1.17% when unamortized purchased loan discounts are included), down 1 basis point from March 31, 2019.  The Provision for Loan Losses of $0.2 million was realized during the second quarter of 2019 to support portfolio growth.  For the second consecutive quarter, we realized net recoveries.

Financial Strength Positions Company for Growth
 
Stockholders’ equity decreased by $1.2 million quarter-over-quarter to $213.9 million at June 30, 2019, primarily due to the repurchase of $7.6 million of common shares in the second quarter of 2019 ($8.3 million of share repurchases year-to-date). Book value per share increased by $0.41, or 8.8% annualized, to $19.11. Both the Company and the Bank continue to be classified as “Well Capitalized” financial institutions.  Ard added, “Being a 'Well Capitalized' financial institution provides us with opportunities to grow both organically and via acquisition.  We periodically evaluate acquisition opportunities but have remained disciplined in our M&A approach.”
 
Creating Shareholder Value
 
Tangible book value per share ("TBVPS") (non-GAAP) increased by $0.31, or 8.7% annualized, to $14.52 from the first quarter of 2019 and by $1.46, or 11.2%, from the second quarter of 2018.  Return on average tangible common equity ("ROATCE") (non-GAAP) was 10.5% for the second quarter of 2019, up significantly from the second quarter of 2018, and 82 basis points from the first quarter of 2019.
 
“ Our financial success permits us to meet regulatory capital requirements and still provide a tangible return to our shareholders.  We declared a $0.09 per share dividend, a 12.5% year-over-year increase, payable on July 18, 2019.  Additionally, we have returned $8.3 million year-to-date to shareholders via the repurchase of over 365,000 common shares,” Ard concluded.
 
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Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 3
Non-GAAP Financial Measures
 
This document contains non-GAAP financial measures.  The non-GAAP measures in this release include “adjusted net interest margin,” “adjusted net income attributable to common shareholders and related impact,” "average tangible stockholders' equity," "ROATCE," "adjusted ROATCE," "tangible assets," tangible equity," "TBVPS," "efficiency ratio (subsidiary bank only excluding mortgage segment)," and "adjusted loan loss reserve."  We believe these non-GAAP measures provide useful information to investors because these are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions.  In addition, we believe certain purchase accounting adjustments, income relating to the recoveries of purchased credit impaired loans, and merger expenses do not necessarily reflect the operational performance of the business in these periods; accordingly, it is useful to consider these line items with and without such adjustments.  We believe this presentation also increases comparability of period-to-period results.
 
Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures.  Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by other companies.  We caution investors not to place undue reliance on such non-GAAP measures, but instead to consider them with the most directly comparable GAAP measure.  Non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for our results as reported under generally accepted accounting principles.

Contacts:
 
DeVan Ard, Jr., Chairman, President and CEO, Reliant Bancorp, Inc. (615.221.2020)

Conference Call Information

The Company will hold a conference call to discuss second quarter 2019 results on Wednesday, July 24, 2019, at 9:00 a.m. CDT, and the earnings conference call will be broadcast live over the Internet at https://www.webcaster4.com/Webcast/Page/1855/30982 .  A link to these events can be found on the Company’s website at www.reliantbank.com and will be available for 12 months.  Related presentation materials will be posted to the “Investor Relations” section of the Company’s web site at www.reliantbank.com prior to the call.

About Reliant Bancorp, Inc. and Reliant Bank
 
Reliant Bancorp, Inc. is a Brentwood, Tennessee-based bank holding company which, through its wholly owned subsidiary Reliant Bank, operates banking centers in Davidson, Hamilton, Hickman, Maury, Robertson, Rutherford, Sumner, and Williamson counties, Tennessee. Reliant Bank is a full-service commercial bank that offers a variety of deposit, lending, and mortgage products and services to business and consumer customers.  As of June 30, 2019, Reliant Bancorp had approximately $1.8 billion in total consolidated assets, approximately $1.3 billion in loans and approximately $1.6 billion in deposits. For additional information, locations and hours of operation, please visit www.reliantbank.com .

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Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 4
Forward Looking Statements
 
All statements, other than statements of historical fact, included in this release and any oral statements made regarding the subject of this release, including in the conference call referenced herein, that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements relating to the ability to generate organic loan growth, brokered CD costs and acquisition opportunities. The words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about the Company’s future financial and operating results and the Company’s plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others: (1) the possibility that our asset quality could decline or that we experience greater loan losses than anticipated, (2) increased levels of other real estate, primarily as a result of foreclosures, (3) the impact of liquidity needs on our results of operations and financial condition, (4) competition from financial institutions and other financial service providers, (5) the effect of interest rate increases on the cost of deposits, (6) unanticipated weakness in loan demand or loan pricing, (7) lack of strategic growth opportunities or our failure to execute on those opportunities, (8) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (9) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, (10) our ability to effectively manage problem credits, (11) our ability to successfully implement efficiency initiatives on time and in amounts projected, (12) our ability to successfully develop and market new products and technology, (13) the impact of negative developments in the financial industry and U.S. and global capital and credit markets, (14) our ability to retain the services of key personnel, (15) our ability to adapt to technological changes, (16) risks associated with litigation, including the applicability of insurance coverage, (17) the vulnerability of the Bank’s network and online banking portals, and the systems of parties with whom the Company and the Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches, (18) changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments, (19) adverse results (including costs, fines, reputational harm, and/or other negative effects) from current or future litigation, regulatory examinations, or other legal and/or regulatory actions, and (20) general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate. Additional factors which could affect the forward-looking statements can be found in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at http://www.sec.gov. The Company believes the forward-looking statements contained herein are reasonable; however, many of such risks, uncertainties, and other factors are beyond the Company’s ability to control or predict and undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and disclaims any obligation to, update or revise any forward-looking statement.

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Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 5
RELIANT BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2019, March 31, 2019 and June 30, 2018
(Dollar Amounts in Thousands)
 
ASSETS
 
June 30,
2019
   
March 31,
2019
   
June 30,
2018
 
   
Unaudited
   
Unaudited
   
Unaudited
 
Cash and due from banks
 
$
35,917
   
$
34,796
   
$
32,321
 
Federal funds sold
   
80
     
409
     
381
 
Total cash and cash equivalents
   
35,997
     
35,205
     
32,702
 
Securities available for sale
   
290,373
     
310,305
     
308,069
 
Loans, net of unearned income
   
1,312,685
     
1,262,160
     
1,142,459
 
Allowance for loan losses
   
(11,666
)
   
(11,354
)
   
(10,169
)
Loans, net
   
1,301,019
     
1,250,806
     
1,132,290
 
Mortgage loans held for sale, net
   
11,571
     
9,990
     
31,163
 
Accrued interest receivable
   
7,246
     
8,389
     
7,474
 
Premises and equipment, net
   
21,632
     
21,970
     
19,955
 
Restricted equity securities, at cost
   
11,488
     
11,499
     
11,677
 
Other real estate, net
   
1,848
     
1,000
     
2,060
 
Cash surrender value of life insurance contracts
   
46,068
     
45,791
     
44,927
 
Deferred tax assets, net
   
3,133
     
4,730
     
7,913
 
Goodwill
   
43,642
     
43,642
     
43,627
 
Core deposit intangibles
   
7,745
     
7,982
     
8,693
 
Other assets
   
12,486
     
10,617
     
9,108
 
TOTAL ASSETS
 
$
1,794,248
   
$
1,761,926
   
$
1,659,658
 
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
                         
LIABILITIES
                       
Deposits
                       
Demand
 
$
225,380
   
$
220,966
   
$
225,360
 
Interest-bearing demand
   
144,265
     
144,166
     
140,201
 
Savings and money market deposit accounts
   
368,764
     
398,366
     
352,724
 
Time
   
811,871
     
747,823
     
615,990
 
Total deposits
   
1,550,280
     
1,511,321
     
1,334,275
 
Accrued interest payable
   
967
     
990
     
801
 
Subordinated debentures
   
11,644
     
11,624
     
11,562
 
Federal Home Loan Bank advances
   
11,119
     
15,309
     
102,874
 
Dividends payable
   
1,008
     
1,035
     
919
 
Other liabilities
   
5,287
     
6,528
     
6,887
 
TOTAL LIABILITIES
   
1,580,305
     
1,546,807
     
1,457,318
 
                         
STOCKHOLDERS’ EQUITY
                       
Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued to date
   
—
     
—
     
—
 
Common stock, $1 par value; 30,000,000 shares authorized; 11,196,563, 11,502,285, and 11,482,965 shares issued and outstanding at June 30, 2019, March 31, 2019, and June 30, 2018, respectively
   
11,197
     
11,502
     
11,483
 
Additional paid-in capital
   
166,252
     
172,886
     
172,686
 
Retained earnings
   
33,349
     
30,119
     
21,090
 
Accumulated other comprehensive income (loss)
   
3,145
     
612
     
(2,919
)
TOTAL STOCKHOLDERS’ EQUITY
   
213,943
     
215,119
     
202,340
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
1,794,248
   
$
1,761,926
   
$
1,659,658
 

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Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 6
RELIANT BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS INDICATED
(Dollar Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
 
   
Three Months Ended
 
   
June 30,
2019
   
March 31,
2019
   
June 30,
2018
 
INTEREST INCOME
                 
Interest and fees on loans
 
$
16,960
   
$
16,169
   
$
14,066
 
Interest and fees on loans held for sale
   
198
     
153
     
326
 
Interest on investment securities, taxable
   
587
     
503
     
453
 
Interest on investment securities, nontaxable
   
1,650
     
1,718
     
1,708
 
Federal funds sold and other
   
297
     
300
     
277
 
                         
TOTAL INTEREST INCOME
   
19,692
     
18,843
     
16,830
 
                         
INTEREST EXPENSE
                       
Deposits
                       
Demand
   
86
     
111
     
84
 
Savings and money market
   
1,051
     
1,130
     
574
 
Time
   
4,369
     
3,571
     
2,199
 
Federal Home Loan Bank advances and other
   
175
     
377
     
397
 
Subordinated debentures
   
198
     
193
     
172
 
TOTAL INTEREST EXPENSE
   
5,879
     
5,382
     
3,426
 
                         
NET INTEREST INCOME
   
13,813
     
13,461
     
13,404
 
                         
PROVISION FOR LOAN LOSSES
   
200
     
—
     
300
 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
   
13,613
     
13,461
     
13,104
 
NONINTEREST INCOME
                       
Service charges on deposit accounts
   
936
     
884
     
900
 
Gains on mortgage loans sold, net
   
1,225
     
560
     
957
 
Gain on securities transactions, net
   
175
     
131
     
25
 
Gain on sale of other real estate
   
—
     
—
     
20
 
Other
   
362
     
363
     
352
 
TOTAL NONINTEREST INCOME
   
2,698
     
1,938
     
2,254
 
NONINTEREST EXPENSE
                       
Salaries and employee benefits
   
7,706
     
7,265
     
6,613
 
Occupancy
   
1,358
     
1,352
     
1,210
 
Information technology
   
1,575
     
1,410
     
1,249
 
Advertising and public relations
   
275
     
254
     
141
 
Audit, legal and consulting
   
690
     
796
     
816
 
Federal deposit insurance
   
249
     
195
     
224
 
Merger expenses
   
1
     
2
     
2,483
 
Other operating
   
1,272
     
1,472
     
1,305
 
TOTAL NONINTEREST EXPENSE
   
13,126
     
12,746
     
14,041
 
INCOME BEFORE PROVISION FOR INCOME TAXES
   
3,185
     
2,653
     
1,317
 
INCOME TAX EXPENSE
   
501
     
372
     
115
 
CONSOLIDATED NET INCOME
   
2,684
     
2,281
     
1,202
 
NONCONTROLLING INTEREST IN NET LOSS OF SUBSIDIARY
   
1,555
     
1,543
     
937
 
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
 
$
4,239
   
$
3,824
   
$
2,139
 
Basic net income attributable to common shareholders, per share
 
$
0.38
   
$
0.34
   
$
0.19
 
Diluted net income attributable to common shareholders, per share
 
$
0.38
   
$
0.33
   
$
0.19
 

-MORE-
Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 7
RELIANT BANCORP, INC.
SEGMENT FINANCIAL INFORMATION
FOR THE PERIODS INDICATED
 (Dollar Amounts in Thousands)
(Unaudited)
 
Core Bank
     
   
Three Months Ended
 
   
June 30,
2019
   
March 31,
2019
   
June 30,
2018
 
Net interest income
 
$
13,703
   
$
13,373
   
$
13,190
 
Provision for loan losses
   
200
     
—
     
300
 
Noninterest income
   
1,473
     
1,378
     
1,299
 
Noninterest expense (excluding merger expenses)
   
10,129
     
10,445
     
9,389
 
Merger expense
   
1
     
2
     
2,483
 
Income before provision for income taxes
   
4,846
     
4,304
     
2,317
 
Income tax expense
   
607
     
480
     
178
 
Net income attributable to common shareholders
 
$
4,239
   
$
3,824
   
$
2,139
 

Residential Mortgage Company
     
   
Three Months Ended
 
   
June 30,
2019
   
March 31,
2019
   
June 30,
2018
 
Net interest income
 
$
110
   
$
88
   
$
214
 
Provision for loan losses
   
—
     
—
     
—
 
Noninterest income
   
1,225
     
560
     
955
 
Noninterest expense
   
2,996
     
2,299
     
2,169
 
Loss before provision for income taxes
   
(1,661
)
   
(1,651
)
   
(1,000
)
Income tax benefit
   
(106
)
   
(108
)
   
(63
)
Net loss
   
(1,555
)
   
(1,543
)
   
(937
)
Noncontrolling interest in net loss of subsidiary
   
1,555
     
1,543
     
937
 
Net income attributable to common shareholders
 
$
—
   
$
—
   
$
—
 
 
The above financial information is presented, net of intercompany eliminations.

-MORE-
Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 8
RELIANT BANCORP, INC.
SELECTED QUARTERLY FINANCIAL DATA
AT OR FOR THE STATED THREE MONTHS ENDED
 (Dollar Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
 
   
June 30,
2019
   
March 31,
2019
   
June 30,
2018
 
Per Common Share Data
                 
Net income attributable to shareholders, per share
                 
Basic
 
$
0.38
   
$
0.34
   
$
0.19
 
Diluted
 
$
0.38
   
$
0.33
   
$
0.19
 
Book value per common share
 
$
19.11
   
$
18.70
   
$
17.62
 
Basic weighted average common shares
   
11,196,898
     
11,405,438
     
11,396,829
 
Diluted weighted average common shares
   
11,286,627
     
11,487,145
     
11,495,233
 
Common shares outstanding at period end
   
11,196,563
     
11,502,285
     
11,482,965
 
                         
Selected Balance Sheet Data
                       
Loans held for investment
 
$
1,276,197
   
$
1,238,341
   
$
1,119,884
 
Average earning assets (1)
   
1,633,903
     
1,590,342
     
1,492,007
 
Total assets
   
1,773,026
     
1,731,177
     
1,629,714
 
Average stockholders' equity
   
212,648
     
209,461
     
202,305
 
                         
Selected Asset Quality Measures
                       
Nonaccrual loans
 
$
3,045
   
$
4,582
   
$
4,360
 
90+ days past due still accruing
   
22
     
566
     
51
 
Total nonperforming loans
   
3,067
     
5,148
     
4,411
 
Total nonperforming assets (2)
   
4,915
     
6,148
     
6,471
 
Net charge offs (recoveries)
   
(112
)
   
(462
)
   
(139
)
Nonperforming loans to total loans
   
0.23
%
   
0.41
%
   
0.39
%
Nonperforming assets to total assets
   
0.27
%
   
0.35
%
   
0.39
%
Nonperforming assets to total loans and other real estate
   
0.37
%
   
0.49
%
   
0.57
%
Allowance for loan losses to total loans
   
0.89
%
   
0.90
%
   
0.89
%
Allowance for loan losses to nonperforming loans
   
380.37
%
   
220.55
%
   
230.54
%
Net charge offs (recoveries) to average loans (3)
   
(0.04
)%
   
(0.15
)%
   
(0.05
)%
                         
Capital Ratios (Bank Subsidiary Only) (4)
                       
Tier 1 leverage
   
9.58
%
   
9.99
%
   
9.98
%
Common equity tier 1
   
11.48
%
   
12.07
%
   
12.14
%
Total risk-based capital
   
12.33
%
   
12.92
%
   
12.96
%
                         
Selected Performance Ratios (3)
                       
Return on average:
                       
Assets
   
0.96
%
   
0.88
%
   
0.53
%
Shareholders' equity
   
7.97
%
   
7.30
%
   
4.23
%
Net interest margin (tax-equivalent basis)
   
3.57
%
   
3.63
%
   
3.74
%
 
(1)  Average earning assets is the daily average of earning assets.  Earning assets consists of loans, mortgage loans held for sale, federal funds sold, deposits with banks, investment securities and restricted equity securities.
(2)  Nonperforming assets consist of nonperforming loans (excluding troubled debt restructurings) and other real estate.
(3)  Data has been annualized.
(4)  Current quarter capital ratios are estimated.

-MORE-
Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 9
RELIANT BANCORP, INC.
YIELD TABLES
FOR THE PERIODS INDICATED
( Dollar Amounts in Thousands)
(Unaudited)

The following table sets forth the amount of our average balances, interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for interest-earning assets and interest-bearing liabilities, net interest spread and net interest margin for the periods indicated below:
 
   
Three Months Ended June 30,
2019
   
Three Months Ended March
31, 2019
   
Three Months Ended June 30,
2018
 
   
Average
Balances
   
Rates /
Yields
(%)
   
Interest
Income /
Expense
   
Average
Balances
   
Rates /
Yields
(%)
   
Interest
Income /
Expense
   
Average
Balances
   
Rates /
Yields
(%)
   
Interest
Income /
Expense
 
Interest earning assets
                                                     
Loans
 
$
1,276,197
     
5.18
   
$
16,178
   
$
1,238,341
     
5.16
   
$
15,463
   
$
1,119,884
     
4.81
   
$
13,393
 
Loan fees
   
—
     
0.25
     
782
     
—
     
0.23
     
706
     
—
     
0.24
     
673
 
Loans with fees
   
1,276,197
     
5.43
     
16,960
     
1,238,341
     
5.39
     
16,169
     
1,119,884
     
5.05
     
14,066
 
Mortgage loans held for sale
   
14,502
     
5.48
     
198
     
10,747
     
5.77
     
153
     
24,611
     
5.31
     
326
 
Deposits with banks
   
30,342
     
1.53
     
116
     
27,643
     
1.73
     
118
     
36,550
     
1.21
     
110
 
Investment securities - taxable
   
77,405
     
3.04
     
587
     
72,464
     
2.82
     
503
     
67,647
     
2.69
     
453
 
Investment securities - tax-exempt
   
222,149
     
3.77
     
1,650
     
228,497
     
3.86
     
1,718
     
231,874
     
3.75
     
1,708
 
Federal funds sold and other
   
13,308
     
5.46
     
181
     
12,650
     
5.83
     
182
     
11,441
     
5.85
     
167
 
Total earning assets
   
1,633,903
     
5.02
     
19,692
     
1,590,342
     
5.00
     
18,843
     
1,492,007
     
4.66
     
16,830
 
Nonearning assets
   
139,123
                     
140,835
                     
137,707
                 
Total assets
 
$
1,773,026
                   
$
1,731,177
                   
$
1,629,714
                 
Interest bearing liabilities
                                                                       
Interest bearing demand
 
$
141,997
     
0.24
   
$
86
   
$
148,649
     
0.30
   
$
111
   
$
143,811
     
0.23
   
$
84
 
Savings and money market
   
374,406
     
1.13
     
1,051
     
400,328
     
1.14
     
1,130
     
357,475
     
0.64
     
574
 
Time deposits - retail
   
612,148
     
2.14
     
3,263
     
577,270
     
2.05
     
2,921
     
517,209
     
1.43
     
1,848
 
Time deposits - wholesale
   
169,956
     
2.61
     
1,106
     
106,625
     
2.47
     
650
     
92,197
     
1.53
     
351
 
Total interest bearing deposits
   
1,298,507
     
1.70
     
5,506
     
1,232,872
     
1.58
     
4,812
     
1,110,692
     
1.03
     
2,857
 
Federal Home Loan Bank advances
   
23,668
     
2.97
     
175
     
56,718
     
2.70
     
377
     
79,520
     
2.00
     
397
 
Subordinated debt
   
11,634
     
6.83
     
198
     
11,613
     
6.74
     
193
     
11,556
     
5.97
     
172
 
Total borrowed funds
   
35,302
     
4.24
     
373
     
68,331
     
3.38
     
570
     
91,076
     
2.51
     
569
 
Total interest-bearing liabilities
   
1,333,809
     
1.77
     
5,879
     
1,301,203
     
1.68
     
5,382
     
1,201,768
     
1.14
     
3,426
 
Net interest rate spread (%) / Net interest income ($)
           
3.25
     
13,813
             
3.32
     
13,461
             
3.52
     
13,404
 
Non-interest bearing deposits
   
218,512
     
(0.25
)
           
211,122
     
(0.24
)
           
219,860
     
(0.17
)
       
Other non-interest bearing liabilities
   
8,057
                     
9,391
                     
5,781
                 
Stockholder's equity
   
212,648
                     
209,461
                     
202,305
                 
Total liabilities and stockholders' equity
 
$
1,773,026
                   
$
1,731,177
                   
$
1,629,714
                 
Cost of funds
           
1.52
                     
1.44
                     
0.97
         
Net interest margin
           
3.57
                     
3.63
                     
3.74
         

Yield Table Assumptions - Average loan balances are inclusive of nonperforming loans. Yields computed on tax-exempt instruments are on a tax equivalent basis including a state tax credit included in loan yields of $300, $300, and $25, respectively, for the three months ended June 30, 2019, March 31, 2019, and June 30, 2018. Net interest spread is calculated as the yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. Net interest margin is the result of net interest income calculated on a tax-equivalent basis divided by average interest earning assets for the period. Changes in net interest income are attributed to either changes in average balances (volume change) or changes in average rates (rate change) for earning assets and sources of funds on which interest is received or paid. Volume change is calculated as change in volume times the previous rate while rate change is change in rate times the previous volume. Changes not due solely to volume or rate changes are allocated to volume change and rate change in proportion to the relationship of the absolute dollar amounts of the change in each category.

-MORE-
Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 10
RELIANT BANCORP, INC.
NON-GAAP FINANCIAL MEASURES
FOR THE PERIODS INDICATED
 (Dollar Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
 
   
Three Months Ended
 
   
June 30,
2019
   
March 31,
2019
   
June 30,
2018
 
NON-GAAP FINANCIAL MEASURES
                 
Adjusted net interest margin (1)
                 
Tax equivalent net interest income (1)(2)
 
$
14,555
   
$
14,221
   
$
13,404
 
Purchase accounting adjustments
   
(448
)
   
(332
)
   
(326
)
Tax credits
   
(300
)
   
(300
)
   
(25
)
Adjusted net interest income
 
$
13,807
   
$
13,589
   
$
13,053
 
Adjusted net interest margin
   
3.39
%
   
3.47
%
   
3.65
%
                         
Adjusted net income attributable to common shareholders and related impact (1)
                       
Net income attributable to common shareholders
 
$
4,239
   
$
3,824
   
$
2,139
 
Purchase accounting adjustments
   
(195
)
   
(79
)
   
(73
)
Merger expenses
   
1
     
2
     
2,483
 
Pre-tax adjustments to net income
   
(194
)
   
(77
)
   
2,410
 
Tax effect of adjustments to net income
   
(51
)
   
(21
)
   
632
 
After tax adjustments to net income
 
$
(143
)
 
$
(56
)
 
$
1,778
 
Adjusted net income attributable to common shareholders
 
$
4,096
   
$
3,768
   
$
3,917
 
Adjusted return on average assets
   
0.92
%
   
0.87
%
   
0.96
%
Adjusted return on average stockholders' equity
   
7.70
%
   
7.20
%
   
7.74
%
Adjusted net income attributable to common
                       
shareholders, per diluted share
 
$
0.36
   
$
0.33
   
$
0.34
 
                         
Average tangible stockholders' equity: (1)
                       
Average stockholders' equity
 
$
212,648
   
$
209,461
   
$
202,305
 
Less:  average goodwill
   
43,642
     
43,642
     
43,467
 
Less:  average core deposit intangibles
   
7,834
     
8,071
     
8,780
 
Net average tangible common equity
 
$
161,172
   
$
157,748
   
$
150,058
 
                         
Return on average: (1)(3)
                       
Tangible common equity (ROATCE)
   
10.52
%
   
9.70
%
   
5.70
%
Adjusted ROATCE
   
10.17
%
   
9.55
%
   
10.44
%
 
 
(1)
Not a recognized measure under generally accepted accounting principles (GAAP).
 
(2)
Amount includes tax equivalent adjustment to quantify the tax equivalent net interest income.
 
(3)
Data has been annualized.

-END-
Reliant Bancorp, Inc. Reports Record Second Quarter 2019 Results
Page 11
RELIANT BANCORP, INC.
NON-GAAP FINANCIAL MEASURES
FOR THE PERIODS INDICATED
 (Dollar Amounts in Thousands, Except Per Share Amounts)
(Unaudited)
 
   
Three Months Ended
 
   
June 30,
2019
   
March 31,
2019
   
June 30,
2018
 
Tangible assets: (1)
                 
Total assets
 
$
1,794,248
   
$
1,761,926
   
$
1,659,658
 
Less:  goodwill
   
43,642
     
43,642
     
43,627
 
Less:  core deposit intangibles
   
7,745
     
7,982
     
8,693
 
Net tangible assets
 
$
1,742,861
   
$
1,710,302
   
$
1,607,338
 
                         
Tangible equity: (1)
                       
Total stockholders' equity
 
$
213,943
   
$
215,119
   
$
202,340
 
Less:  goodwill
   
43,642
     
43,642
     
43,627
 
Less:  core deposit intangibles
   
7,745
     
7,982
     
8,693
 
Net tangible common equity
 
$
162,556
   
$
163,495
   
$
150,020
 
                         
Ratio of tangible common equity to tangible assets
   
9.33
%
   
9.56
%
   
9.33
%
                         
Tangible book value per common share (TBVPS): (1)
                       
Net tangible equity
 
$
162,556
   
$
163,495
   
$
150,020
 
Common shares outstanding
   
11,196,563
     
11,502,285
     
11,482,965
 
                         
TBVPS
 
$
14.52
   
$
14.21
   
$
13.06
 
                         
Efficiency ratio (core bank segment only excluding mortgage segment) (1)
                       
Non-interest expense
 
$
10,129
   
$
10,445
   
$
9,389
 
                         
Net interest income
   
13,703
     
13,373
     
13,190
 
Tax equivalent adjustment for tax exempt
                       
interest income
   
742
     
760
     
490
 
Non-interest income
   
1,473
     
1,378
     
1,299
 
Less gain on sale of other real estate
   
—
     
—
     
(20
)
Less gain on sale of securities
   
(175
)
   
(131
)
   
(25
)
Adjusted operating income
 
$
15,743
   
$
15,380
   
$
14,934
 
                         
Efficiency Ratio
   
64.34
%
   
67.91
%
   
62.87
%
                         
Adjusted loan loss reserve: (1)
                       
Allowance for loan losses
 
$
11,666
   
$
11,354
   
$
10,169
 
Purchase loan discounts
   
3,688
     
4,117
     
6,127
 
Loan loss reserve and purchase loan discounts
 
$
15,354
   
$
15,471
   
$
16,296
 
                         
Allowance for loan losses and purchase loan discounts to total loans
   
1.17
%
   
1.23
%
   
1.43
%
 
 
(1)
Not a recognized measure under generally accepted accounting principles (GAAP).


-END-
Exhibit 99.2

 Q2 2019 Earnings Presentation  July 24, 2019 
 
 *  Safe Harbor Statements  FORWARD LOOKING STATEMENTSAll statements, other than statements of historical fact, included in this presentation, including any oral statements made regarding content of this presentation, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about the future financial and operating results of Reliant Bancorp, Inc. (the “Company”) and the Company’s plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others: (1) the possibility that our asset quality could decline or that we experience greater loan losses than anticipated, (2) increased levels of other real estate, primarily as a result of foreclosures, (3) the impact of liquidity needs on our results of operations and financial condition, (4) competition from financial institutions and other financial service providers, (5) the effect of interest rate increases on the cost of deposits, (6) unanticipated weakness in loan demand or loan pricing, (7) lack of strategic growth opportunities or our failure to execute on those opportunities, (8) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (9) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, (10) our ability to effectively manage problem credits, (11) our ability to successfully implement efficiency initiatives on time and in amounts projected, (12) our ability to successfully develop and market new products and technology, (13) the impact of negative developments in the financial industry and U.S. and global capital and credit markets, (14) our ability to retain the services of key personnel, (15) our ability to adapt to technological changes, (16) risks associated with litigation, including the applicability of insurance coverage, (17) the vulnerability of Reliant Bank’s network and online banking portals, and the systems of parties with whom the Company and Reliant Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches, (18) changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments, (19) adverse results (including costs, fines, reputational harm, and/or other negative effects) from current or future litigation, regulatory examinations, or other legal and/or regulatory actions, and (20) general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate. Additional factors which could affect the forward-looking statements can be found in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with or furnished to the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at http://www.sec.gov. The Company believes the forward-looking statements contained in this presentation are reasonable; however, many of such risks, uncertainties, and other factors are beyond the Company’s ability to control or predict and undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. The Company disclaims any obligation to update or revise any forward-looking statements.  NON-GAAP FINANCIAL MEASURESThis presentation contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (GAAP) and, therefore, are considered non-GAAP financial measures. Members of the Company’s management use these non-GAAP financial measures in their analysis of the Company’s performance, financial condition, and efficiency of operations. Management of the Company believes that these non-GAAP financial measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods, and demonstrate the effects of significant gains and charges in the current period. Management of the Company also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding underlying operating performance and the analysis of ongoing operating trends. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which the non-GAAP financial measures discussed herein are calculated may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar to, or with names similar to, the non-GAAP financial measures we have discussed herein when comparing such non-GAAP financial measures.The non-GAAP financial measures contained in this presentation include, without limitation, adjusted net income attributable to common shareholders, adjusted return on averageassets (adjusted ROAA), adjusted return on average tangible common equity (adjusted ROATCE), ROATCE, adjusted quarterly earnings per share,adjusted net interest rate spread, adjusted NIM, tangible assets, tangible common equity, tangible book value per share (TBVPS), tangible common equity to tangible assets,adjusted non-interest expense, efficiency ratio, core bank efficiency ratio, and allowance for loan losses plus unamortized loan accretion to total loans. 
 
     Financial Highlights and Recent Developments  *  Quarterly Highlights for Q2’19  Financial Results  (1) Gross figure(2) Non-GAAP figures. Refer to appendix for “reconciliation of non-GAAP financial measures”    Reported record EPS of $0.38 per common diluted share and $4.2 million of net income attributable to common shareholders for the second quarter of 2019.Loans Held for Investment grew at a 16.0% annualized rate crossing $1.3 billion.Generated $150.0 million of organic, in-market loans at a 5.5% WAR.Rotated $26.0 million from bond portfolio at a WAR of 2.8% into new loan growth at a WAR of 5.5%Reduced Non-Interest Expense (when mortgage company is excluded) by 3.0% quarter-over-quarter.Repurchased 363,000 common shares for $7.6 million during the quarter.  Declared quarterly dividend of $0.09 on June 26th, a 12.5% increase over the quarterly dividend declared during second quarter of 2018 and 17th consecutive quarterly dividend. Repurchased 365,000 common shares for $8.3 million during 2019 (in total, have repurchased $8.3 million of common shares of the $12 million of common shares authorized by Board of Directors).Connie McGee and Linda Rebrovick joined the Reliant Bancorp, Inc. Board of Directors.Named new president for Maury / Hickman counties market.  Recent Developments  (1)  (2)  (2)  (2)  (2) 
 
 Why Reliant?  *  High Growth, Desirable MarketsFocused, Balanced Business ModelOpportunistic AcquisitionsOrganic, In-Market Loan & Deposit Growth  Balanced, Sustainable GrowthDisciplined Approach to PricingMargin OptimizationFocus on Expense Management  Strong Corporate GovernanceExperienced, Consistent LeadershipStable, Diverse WorkforceClient Focused Service  Scalability of ModelDisciplined Credit CultureConservative Loan Reserves and Purchase DiscountsWell Capitalized  Strategic Focus  Company Culture  Profitability and Growth  Financial Strength 
 
 Experienced, Committed Leadership Team  *  Source: S&P Global Market Intelligence  DeVan Ard, Jr. Chairman, President and CEO    Former Area Executive in Middle Tennessee at AmSouth Bank Founder of Reliant Bank in 2006  38 years of banking experience / 14 years at RBNC / 20 years in Middle TN  James Daniel DellingerEVP, Chief Financial Officer    Former Chief Financial Officer at Premier Bank of Brentwood Former Chief Financial Officer at Erwin National Bank  27 years of banking experience / 13 years at RBNC / 22 years in Middle TN  Louis E. HollowayEVP, Chief Operating Officer    Executive Vice President – Chief Operating Officer since January 2018Former Chief Executive Officer of Community First, Inc.  42 years of banking experience / 1 year at RBNC / 33 years in Middle TN  Alan MimsEVP, Chief Credit Officer  Eddie Gammon EVP, Director of Operations  Kim YorkEVP, Chief Strategy Officer  John R. WilsonEVP, Chief Loan Officer    Executive Vice President – Chief Credit Officer since December 2017Former Senior Examiner and Case Manager for the Federal Reserve Bank of Atlanta  30 years of banking experience / 2 years at RBNC / 2 years in Middle TN    Executive Vice President – Director of Operations since March 2016 Former Senior Vice President of Operations at IBERIABANKFormer Senior Vice President – Director of Deposit Operations at Avenue Bank  34 years of banking experience / 3 years at RBNC / 4 years in Middle TN  Executive Vice President – Chief Loan OfficerFormer Spring Hill Market President for Cumberland Bank  30 years of banking experience / 13 years at RBNC / 30 years in Middle TN    Executive Vice President – Chief Strategy Officer since March 2017Former Senior Vice President and Chief Marketing Officer at Ascend Federal Credit Union  24 years of banking experience / 3 years at RBNC / 24 years in Middle TN 
 
 Diverse Deposit Portfolio Mix  *  Cost of Deposits:  Cost of Funds:  Note: $ in millions, unless otherwise specified. Data as of or for the three months ended each respective quarter or twelve months ended each year. Reflects consolidated numbers for Reliant Bancorp, Inc.  Wholesale and Other Purchased Funds  0.38%   0.40%   0.61%   0.96%   1.34%   1.45%              0.42%   0.43%   0.66%   1.07%   1.44%   1.52%  Total Deposits    CAGR: 28.8%  % of Total Deposits:            Wt. Avg. Cost:  Wt. Avg. Duration (Months):  1.73%   1.96%   2.19%   2.35%   2.34%             1.9   1.5   2.4   1.5   3.0  
 
 Balancing Growth and Profitability  *                Coupon + Fees:  Growing Loan Portfolio(1)  Notes: $ in millions, unless otherwise specified. Data as of or for the three months ended each respective quarter or twelve months ended each year. (1) Does not include loans held for sale.    CAGR: 24.0%  Loan Yields 
 
 Disciplined Credit Culture  *  Loan Reserves(1)  Net Charge-Offs (Recoveries) / Average Loans  Non Performing Assets / Total Assets  Source: Company documentsNote: Data as of or for the three months ended each respective quarter.(1) Non-GAAP figure. Refer to appendix for “reconciliation of non-GAAP financial measures.”  
 
 *  Diversified Lending Platform  C&D Portfolio  Commercial Real Estate Portfolio  Source: S&P Global Market Intelligence, Company documentsNote: $ in millions, unless otherwise specified. Data as of or for the three months ended each respective quarter.                      Outstanding balance as a % of Total Capital 
 
               Growing, Profitable Core Bank (Excludes Mortgage Subsidiary Financial Results)  *  Core Bank Net Income(1) ($mm)  Source: Company documentsNote: $ in millions, unless otherwise specified; Data as of or for the three months ended each respective quarter or twelve months ended each year.Includes holding companyCore bank excluding mortgage segment, Includes holding company. Does not include merger expenses. Refer to appendix for “reconciliation of non-GAAP financial measures.”Non-GAAP figure. Refer to appendix for “reconciliation of non-GAAP financial measures.”  Core Bank Net Interest Income(2) ($mm)  Core Bank Adjusted Non-Interest Expenses(2),(3) ($mm)                Adj. NIM(4):  Core Bank Efficiency(1),(2): 
 
 Financial Strength Positions Company for Growth  10  Source: Company documents, SNL FinancialNote: Data as of or for the three months ended each respective quarter; Chart and table reflect consolidated numbers for Reliant Bancorp, Inc.Estimated figures only since call is not finalized. Non-GAAP figure. Refer to appendix for “reconciliation of non-GAAP financial measures.”  (1)  (2) 
 
 
 Delivering Shareholder Value  *  Reported Quarterly Diluted EPS  Tangible Book Value per Share(1)  Reported ROAA  Reported ROATCE(1)  Source: Company documentsNote: Data as of or for the three months ended each respective quarter. (1) Non-GAAP figures. Refer to appendix for “reconciliation of non-GAAP financial measures”.    CAGR: 11.2%  Green bars indicate adjustments for merger expenses and purchase accounting 
 
 Appendix 
 
 Reconciliation of Non-GAAP Financial Measures  12  Reliant Bancorp, Inc. Adjusted Return on Average Assets and Average Tangible Common Equity and Earnings Per Share 
 
 Reconciliation of Non-GAAP Financial Measures  13  Reliant Bancorp, Inc. Adjusted Net Interest Margin 
 
 Reconciliation of Non-GAAP Financial Measures  14  Reliant Bancorp, Inc. Tangible Common Equity to Tangible Assets and Tangible Book Value per Share  (1) Adjusted for merger expenses and purchase accounting.   (1) 
 
 Reconciliation of Non-GAAP Financial Measures  15  Reliant Bancorp, Inc. Core Bank Profitability  Note: Core bank only, excluding mortgage segment. Includes Holding company.(1) Does not include merger expenses   (1) 
 
 Reconciliation of Non-GAAP Financial Measures  16  Reliant Bancorp, Inc. Core Bank Efficiency Ratio  Note: Core bank only, excluding mortgage segment. Includes holding company. 
 
 Reconciliation of Non-GAAP Financial Measures  17  Reliant Bancorp, Inc. Loan Reserves