Republic Bank & Trust Company

Approximate

Square · Owned (O)/

Bank Offices · Footage · Leased (L)

Kentucky Banking Centers:

Louisville Metropolitan Area

2801 Bardstown Road, Louisville · 5,000 · L (1)

601 West Market Street, Louisville · 57,000 · L (1)

661 South Hurstbourne Parkway, Louisville · 21,000 · L (1)

9600 Brownsboro Road, Louisville · 19,000 · L (1)

8800 Dixie Highway, Suite A, Louisville · 2,000 · O/L (2)

10100 Brookridge Village Boulevard, Louisville · 5,000 · O/L (2)

9101 U.S. Highway 42, Prospect · 3,000 · O/L (2)

11330 Main Street, Middletown · 6,000 · O/L (2)

3902 Taylorsville Road, Louisville · 4,000 · O/L (2)

3811 Ruckriegel Parkway, Louisville · 4,000 · O/L (2)

5125 New Cut Road, Louisville · 4,000 · O/L (2)

4808 Outer Loop, Louisville · 4,000 · O/L (2)

438 Highway 44 East, Shepherdsville · 4,000 · O/L (2)

1420 Poplar Level Road, Louisville · 3,000 · O

4921 Brownsboro Road, Louisville · 3,000 · L

3950 Kresge Way, Suite 108, Louisville · <1,000 · L

3726 Lexington Road, Louisville · 4,000 · L

1720 West Broadway, Suite 103, Louisville · 3,000 · L

Lexington

3098 Helmsdale Place · 5,000 · O/L (2)

3608 Walden Drive · 4,000 · O/L (2)

2401 Harrodsburg Road · 6,000 · O

641 East Euclid Avenue · 3,000 · O

333 West Vine Street, Suite 102 · 4,000 · L

Northern Kentucky

535 Madison Avenue, Covington · 4,000 · L

25 Town Center Boulevard, Suite 104, Crestview Hills · 3,000 · L

8513 U.S. Highway 42, Florence · 4,000 · L

119 Fairfield Avenue, Suite 110, Bellevue · 3,000 · L

(continued)

Approximate

Square · Owned (O)/

Bank Offices · Footage · Leased (L)

(continued)

Georgetown, 430 Connector Road · 5,000 · O/L (2)

Shelbyville, 1614 Midland Trail · 4,000 · L (2)

Florida Banking Centers:

12933 Walsingham Road, Largo · 4,000 · O

10577 State Road 54, New Port Richey · 3,000 · L

6300 4th Street North, St. Petersburg · 10,000 · O

6600 Central Avenue, St. Petersburg · 9,000 · O

7800 Seminole Boulevard, Seminole · 3,000 · O

6906 East Fowler Avenue, Temple Terrace · 2,000 · L

1300 North West Shore Boulevard, Suite 150, Tampa · 4,000 · L

Southern Indiana Banking Centers:

4571 Duffy Road, Floyds Knobs · 4,000 · O/L (2)

3141 Highway 62, Jeffersonville · 4,000 · O

3001 Charlestown Crossing Way, New Albany · 2,000 · L

Tennessee Banking Centers:

113 Seaboard Lane, Suite A130, Franklin · 2,000 · L

3404 West End Avenue, Suite 106, Nashville · 2,000 · L

128 Kedron Parkway, Spring Hill · 1,000 · L

1141 Fortress Boulevard, Suite A, Murfreesboro · 3,000 · L

Ohio Banking Centers:

4030 Smith Road, Suite 100, Norwood · 5,000 · L

9110 West Chester Towne Center Drive, West Chester · 1,000 · L

8050 Hosbrook Road, Cincinnati · 5,000 · L

8100 Montgomery Road, Cincinnati · 2,000 · O

Support and Operations:

200 South Seventh Street, Louisville, KY · 80,000 · L (1)

(1) · Locations are leased from partnerships in which the Company’s Executive Chair/CEO, Steven E. Trager; its Vice Chair and President, A. Scott Trager; its Director, Andrew Trager-Kusman; or family members of Steven E. Trager, A. Scott Trager, and Andrew Trager-Kusman, have a financial interest. See additional discussion included under Part III Item 13 “Certain Relationships and Related Transactions, and Director Independence.” For additional discussion regarding Republic’s lease obligations, see the Footnote titled “Right-of-Use Assets and Operating Lease Liabilities” under Part II Item 8 “Financial Statements and Supplementary Data.”

(2) · The banking centers at these locations are owned by Republic; however, the banking center is located on land that is leased through long-term agreements with third parties.

• Consumer installment loans originated for sale through the RCS segment represent a higher risk of loss on sale.
• Management’s changes to RPG product parameters could have a material negative impact on the performance of the RPG products.
• The ACLL could be insufficient to cover the Bank’s actual loan losses.
• Deterioration in the quality of the Traditional Banking loan portfolio may result in additional charge-offs, which would adversely impact the Bank’s financial condition and results of operations.
• The Bank’s financial condition and results of operations could be negatively impacted to the extent the Bank relies on borrower information that is false, misleading, or inaccurate.
• The Traditional Bank uses appraisals as part of the decision process to make a loan for, or secured by, real property. In addition, appraisals are used to value a loan if it becomes “collateral dependent” as a problem credit. Appraisals do not ensure the value of the real property collateral.
• The Warehouse Lending business is subject to numerous risks that may have a material adverse impact on the Bank’s financial statements and results of operations.
• The Bank holds a significant amount of BOLI, which creates credit risk relative to the insurers and liquidity risk relative to the product.
• OPERATIONAL AND STRATEGIC RISKS
• RPG products represent a significant operational risk, and RPG relies heavily on the accuracy and timeliness of data received from the Bank’s third-party marketers and service providers.
• RCS revenues and earnings are highly concentrated in its LOC products.
• Many of the RCS programs are heavily reliant on the ability of the Bank to sell all or a sizable portion of the loans originated to a third party in order to fund the programs. If the Bank were unable to sell these loans to a third-party purchaser for any reason, RCS would likely cease originating new loans under that product line, which would significantly and negatively impact the overall earnings of RCS.
• Difficult or volatile market conditions in the national financial markets, the U.S. economy generally, or the Company’s markets in particular may adversely affect the Company’s lending activity or other businesses, as well as its financial condition.
• The Company operates in a highly competitive banking and financial services environment and competes with significantly larger regional, national, and international institutions, many of which have limited or no physical presence in the Company’s markets and instead compete through digital channels and other electronic delivery platforms.
• The Company may be adversely affected by the soundness of other financial institutions.
• The Company’s information systems may experience an interruption that could adversely impact the Company’s financial condition and results of operations.
• The Company’s operations could be impacted if its third-party service providers experience difficulty.
• The Company’s operations, including third-party and client interactions, are increasingly done via electronic means, and this has increased the risks related to cybersecurity threats.
• The evolving federal “AI Action Plan” and related regulatory initiatives could increase compliance costs, constrain the Company’s use of AI, and expose the Company to new legal, operational, and reputational risks.
• The adoption of cryptocurrency and blockchain technology has rapidly expanded in recent years, and future regulatory changes may lead to additional growth of digital assets.
• New lines of business or new products and services may subject the Company to additional risks.
• The Company is dependent upon retaining and recruiting key qualified personnel and the loss of one or more of these key individuals could curtail its growth and adversely affect its prospects.
• REGULATORY AND LEGAL RISKS
• The Bank’s RPG products represent a significant legal, compliance, and regulatory risk, and if the Bank fails to comply with all statutory and regulatory requirements, it could have a material negative impact on earnings.
• Legislative and regulatory actions taken now or in the future may increase Republic’s costs and impact its business, governance structure, financial condition, or results of operations.
• Use of third parties creates a third-party management risk. If RB&T’s third-party service providers fail to comply with all the statutory and regulatory requirements for products offered or if RB&T fails to properly monitor its third-party service providers offering these products, it could have a material negative impact on earnings.
• The Bank’s “Overdraft Honor” program represents a significant business risk, and if the Bank terminated the program, it would materially impact the earnings of the Bank. There can be no assurance that Congress, the Bank’s regulators, or others will not impose additional limitations on this program or prohibit the Bank from offering the program.
• Loans originated through the Bank’s Consumer Direct and Correspondent Lending channels subject the Bank to regulatory and legal risks that the Bank does not have through its historical origination and servicing channels.
• Republic’s management is required to evaluate the effectiveness of the Company’s disclosure controls and internal control over financial reporting. If the Company is unable to maintain effective disclosure controls and internal control over financial reporting, investors may lose confidence in the accuracy of the Company’s financial reports.
• The Company is required to use judgment in applying accounting policies and different estimates and assumptions in the application of these policies could result in a decrease in capital and/or other material changes to the Company’s reports of financial condition and results of operations.
• The Company may be adversely affected by changes in tax laws.
• The Company may be subject to examinations by taxing authorities that could adversely affect the Company’s financial condition and results of operations.
• Risks Related to Acquisition Activity
• The Company’s ability to successfully complete acquisitions will affect its ability to grow and compete effectively in its market footprint.
• Successful Company acquisitions present many risks that could adversely affect the Company’s financial condition and results of operations.
• Risks Related to the Company’s Common Stock
• The Company’s common stock generally has a low average daily trading volume, which limits shareholders’ ability to quickly accumulate or quickly sell large numbers of shares of Republic’s common stock without causing wide price fluctuations.
• The market price for the Company’s common stock may be volatile.
• The Company’s insiders hold voting rights that give them significant control over matters requiring shareholder approval.
• The Company is classified as a “controlled company” for purposes of the NASDAQ Listing Rules and, as a result, it qualifies for certain exemptions from certain corporate governance requirements. Shareholders may not have the same protections afforded to shareholders of companies that are subject to such requirements.