DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)


Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as perm itted b y Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Trustmark Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Proxy 2026 Statement Annual Meeting Notice & proxy Statement

Notice of Annual Meeting of Shareholders

The 2026 Annual Meeting of Shareholders of Trustmark Corporation (Trustmark) will be held as follows:

DATE AND TIME

Tuesday, April 28, 2026, at 1:00 p.m. CT

VIRTUAL ATTENDANCE

The Annual Meeting will be held virtually. You will be able to attend, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRMK2026 and entering the 16-digit control number printed in the box marked by the arrow on your proxy card or printed on your voting instruction form, Notice of Internet Availability of Proxy Materials, or email previously received.

ITEMS OF BUSINESS

1)	To elect a board of 11 directors to hold office for the ensuing year or until their successors are elected and qualified.

2)	To provide advisory approval of Trustmark’s executive compensation.

3)	To ratify the selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2026.

4)	To transact such other business as may properly come before the meeting.

RECORD DATE

Shareholders of record on March 2, 2026, are entitled to notice of and to vote at the Annual Meeting.

PROXY VOTING/REVOCATION

Your vote is important. You are urged to vote your shares as soon as possible, whether or not you plan to attend the meeting. Please vote your shares in one of the following ways:

•

Via Internet by following the instructions on the Notice of Internet Availability or proxy card.

•

Via your smartphone by following the instructions on the Notice of Internet Availability or proxy card.

•

If you received a printed copy of the proxy statement, you may also vote your shares by signing and returning the enclosed proxy card in the reply envelope provided.

If you attend the virtual meeting, you may revoke your proxy prior to the voting thereof. You may also revoke your proxy by following the instructions on page 4 of the proxy statement.

LOGO

Granville Tate, Jr.

Secretary

March 16, 2026

LOGO

Trustmark Corporation

P. O. Box 291

Jackson, Mississippi 39205

March 16, 2026

Dear Shareholder:

On behalf of your Board of Directors, we cordially invite you to attend Trustmark’s Annual Shareholders’ Meeting, which will be held virtually on April 28, 2026, at 1:00 p.m. CT. At the meeting, you will have the opportunity to elect 11 directors who bring diverse perspectives and valuable leadership skills to Trustmark. Their guidance will enable us to successfully compete in an evolving industry and continue our steadfast commitment to the customers, associates, shareholders, and communities we have the privilege of serving. Your vote is important to us. The proposals to be considered are described in this proxy statement, and instructions on how to vote your shares may be found on page 4. We encourage you to vote your shares in advance of the meeting to ensure the presence of a quorum.

Trustmark’s momentum continued to build throughout the year, resulting in record earnings in 2025. Our traditional banking business drove continued loan and deposit growth, a strong net interest margin, and solid credit quality. Our mortgage banking business achieved increased production and significant improvement in profitability while revenue in our wealth management business reached an all-time high. We have a tremendous team of associates focused on expanding customer relationships and demonstrating the value Trustmark can provide as their trusted financial partner. Looking forward, we will continue to build upon this momentum and pursue opportunities to leverage investments in technology that will broaden our reach, enhance customer experience, and improve efficiency. Trustmark is well-positioned to meet the needs of our customers and build long-term value for our shareholders.

We invite you to review our Form 10-K and our 2025 Year in Review, both of which are available at investorrelations.trustmark.com or in hard copy upon request. These documents will provide more detailed information about your company.

Thank you for your continued support of Trustmark and your participation in this important process.

Sincerely,

LOGO

Gerard R. Host

Chair of the Board

Duane A. Dewey

President and Chief Executive Officer

LOGO

TABLE OF CONTENTS


PROXY SUMMARY			1
Information About the 2026 Annual Meeting			1
Proposals			1
Financial Highlights – 2025			1
Corporate Governance Highlights			1
Executive Compensation Highlights			2
GENERAL INFORMATION			3
Introduction			3
Meeting Date and Time			3
Shareholders Entitled to Vote			3
Required Vote			3
How to Vote			4
Revoking Your Proxy			4
Voting on Other Matters			4
CORPORATE GOVERNANCE			4
Overview			4
Key Features of Trustmark’s Corporate Governance			5
Meetings of the Board of Directors			5
Director Attendance at the Annual Meeting			5
Director Independence			5
Board Leadership			6
Committees of the Board of Directors			6
Board Oversight of Risk Management			9
Committee Membership			9
Communications with Directors			9
Nomination of Directors			10
Corporate Social Responsibility (CSR)			10
Director Qualifications			11
PROPOSAL 1: ELECTION OF DIRECTORS			13
The Nominees			13
EXECUTIVE COMPENSATION			19
Compensation Discussion and Analysis			19
Executive Summary			19
What Guides Our Program			20
The Decision-Making Process			22
2025 Executive Compensation Program in Detail			23
Base Salaries			23
Annual Management Incentive Plan (MIP)			23
Long-Term Equity Incentives (LTI awards)			25
Other Compensation Practices, Policies & Guidelines			26
Stock Ownership Guidelines			26
Executive Compensation Recoupment			27
Policy Against Hedging and Limitations on Pledging			27
Retirement Benefits			27
Perquisites; Other Benefits			28
Severance and Change in Control Benefits			28
Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices			28
Deductibility of Compensation			29
Summary Compensation Table for 2025			30
All Other Compensation for 2025			31
Grants of Plan-Based Awards for 2025			32
Outstanding Equity Awards at 2025 Fiscal Year-End			33
Option Exercises and Stock Vested for 2025			34
Pension Benefits for 2025			34
Non-Qualified Deferred Compensation for 2025			35
Potential Payments Upon Termination or Change in Control			36
Human Resources Committee Report			37
Human Resources Committee Interlocks and Insider Participation			37


2025 Pay Ratio Disclosure			37
Pay-Versus-Performance			38
Adjustments to Calculate Compensation Actually Paid			39
Relationship Between Pay and Performance			40
Relationship Between Compensation Actually Paid and Company TSR			40
Relationship Between Compensation Actually Paid and Net Income			40
Relationship Between Compensation Actually Paid and Return on Average Tangible Equity			41
Company TSR versus S&P 500 Regional Banks TSR			41
Tabular List of Financial Performance Measures			41
Employment and Change in Control Agreements with NEOs			41
Employment Agreement with Mr. Dewey			41
Certain Defined Terms Used in Dewey Agreement			42
Change in Control Agreements with Other NEOs			43
DIRECTOR COMPENSATION			43
Director Compensation for 2025			44
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			45
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			45
AUDIT COMMITTEE REPORT			45
Principal Accountant Fees			46
Pre-Approval Policy			46
RELATED PARTY TRANSACTIONS			46
INSIDER TRADING POLICY			47
BENEFICIAL OWNERSHIP OF TRUSTMARK STOCK			48
DELINQUENT SECTION 16(a) REPORTS			49
PROPOSALS OF SHAREHOLDERS			49
COST OF PROXY SOLICITATION			49
AVAILABILITY OF PROXY MATERIALS			49

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement carefully before voting as this is only a summary.

Information About the 2026 Annual Meeting


Time/Date:		Tuesday, April 28, 2026, at 1:00 p.m. CT

Virtual Attendance:		www.virtualshareholdermeeting.com/TRMK2026 You will be asked to enter your 16-digit control number printed in the box marked by the arrow on your proxy card or Notice of Internet Availability

Record Date:		March 2, 2026

Proposals



Proposal	Description	Board Recommendation

Proposal 1	Election of 11 directors to hold office for the ensuing year or until their successors are elected and qualified	“FOR” (for each nominee)

Proposal 2	Advisory approval of Trustmark’s executive compensation	“FOR”

Proposal 3	Ratification of selection of Crowe LLP as Trustmark’s independent auditor for the fiscal year ending December 31, 2026	“FOR”

Financial Highlights – 2025

•

Achieved record net income of $224.1 million in 2025, representing diluted earnings per share of $3.70; this level of earnings resulted in a return on average assets of 1.21% and a return on average tangible equity of 12.97%

•

Net interest income (FTE) totaled $647.2 million, up 8.4% in 2025, to produce a net interest margin of 3.80%, up 29 basis points from the prior year

•

Wealth management revenue totaled $40.1 million, up 7.7% in 2025

•

Mortgage banking revenue totaled $33.1 million in 2025, up 24.2% from the prior year

•

Total revenue reached a record level of $799.8 million in 2025

•

Noninterest expense totaled $512.2 million in 2025, an increase of 5.5% from the prior year

•

Loans held for investment (HFI) increased $584.3 million, or 4.5%, in 2025

•

Net charge-offs represented 0.13% of average loans in 2025

•

Deposits increased $391.6 million, or 2.6%, in 2025

•

Maintained strong capital position with CET1 ratio of 11.72% and total risk-based capital ratio of 14.41% during 2025

•

Repurchased 2.2 million shares of common stock, or 3.5% of shares outstanding at December 31, 2024

•

Returned approximately 61.8% of net income in 2025 to shareholders through dividends and share repurchase activity

•

Tangible book value per share at December 31, 2025, was $30.28, an increase of 13.5% from the prior year

For more information on return on average tangible equity and tangible book value per share, which are non-GAAP financial measures, including a reconciliation of such measures to amounts reported under U.S. generally accepted accounting principles (GAAP), please see the section entitled “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Trustmark’s Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K) filed with the SEC on February 23, 2026.

Corporate Governance Highlights

•

Ten members of the Board of Directors of Trustmark (the Board) are independent.

•

Directors must notify Trustmark of changes in professional responsibilities and residence and comply with director attendance expectations.

•

Directors are subject to Trustmark stock ownership requirements.

•

A CEO succession planning process is in place to promote continuity of leadership and an orderly transition upon the CEO’s retirement or other termination of employment.

•

The Board has the authority to seek advice or counsel from external advisors as needed.

•

Independent directors meet without management present.

•

The Board has adopted, and annually reviews, formal charters for the Board and its committees to address governance guidelines and responsibilities.

•

Directors are required to retire at the age of 75.

•

The Board has adopted codes of conduct/ethics for directors, senior financial officers, and associates.

•

The Board’s Lead Director, who is independent, shall serve as Chair of the Executive Committee and the Nominating & Governance Committee whenever the positions of Board Chair and CEO are combined or the Board Chair is otherwise not independent, or when, and for so long as, a majority of the independent directors determines that it is otherwise appropriate and in the best interests of Trustmark.

•

The Nominating & Governance Committee of the Board reviews the corporate governance structure and annually evaluates each director’s performance against specific performance criteria designed to evaluate the director’s contributions.

Executive Compensation Highlights

What we do:

✓

Substantial portion of executive pay based on performance against goals set by the Board

✓

Stock ownership requirements for executive officers

✓

Independent compensation consultant regularly advises the Human Resources Committee

✓

Minimum vesting periods of not less than three years for equity awards, with three-year cliff vesting of time-based awards

✓

Clawback policy that requires Trustmark to recover incentive-based compensation under certain circumstances

✓

Use of peer company data to help set executive compensation

✓

Annual advisory votes on executive compensation

✓

Oversight of compensation by Human Resources Committee, which is comprised solely of independent directors

What we don’t do:

No automatic or guaranteed annual salary increases

No guaranteed bonuses or guaranteed long-term incentive awards

No tax gross-ups for executive officers

No “single-trigger” change in control severance payments

No hedging of Trustmark stock

No excessive perquisites

GENERAL INFORMATION

Introduction

Trustmark Corporation (Trustmark) is holding its 2026 Annual Meeting of Shareholders (the Annual Meeting) on Tuesday, April 28, 2026. This proxy statement is being sent on or about March 16, 2026, in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting and at any adjournment or postponement thereof.

Trustmark is furnishing this proxy statement over the Internet to most shareholders. These shareholders will not receive printed copies of the proxy statement and proxy card, and instead will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials, please see “Availability of Proxy Materials” on page 49 for additional information.

Meeting Date and Time

The Annual Meeting will be held in a virtual-only format on Tuesday, April 28, 2026, at 1:00 p.m. CT. You will be able to attend, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRMK2026 and entering the 16-digit control number printed in the box marked by the arrow on your proxy card or printed on your voting instruction form, Notice of Internet Availability of Proxy Materials, or email previously received.

Shareholders Entitled to Vote

Shareholders of record at the close of business on March 2, 2026, are entitled to notice of and to vote at the Annual Meeting. On the record date, Trustmark had outstanding 58,871,879 shares of common stock.

Required Vote

A majority of the shares outstanding and entitled to vote constitutes a quorum to transact business at the Annual Meeting. Each share is entitled to one vote on each proposal.

The required vote for each proposal is as follows:

•

Directors must receive a majority of the votes cast in order to be elected (that is, the number of shares voted “for” a director must exceed the number of shares voted “against” that director). If a nominee who is an incumbent director is not elected, and no successor is elected, such nominee must tender his or her resignation to the Board. For additional information, please see “Proposal 1: Election of Directors” on page 13.

•

The advisory vote to approve Trustmark’s executive compensation will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

•

The ratification of the selection of Crowe LLP (Crowe) as independent auditor will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

While abstentions and broker non-votes are counted as shares present at the meeting for purposes of determining a quorum, they are not otherwise counted and, therefore, will have no effect on the outcome of the election of directors or any other proposal.

Applicable rules determine whether proposals presented at shareholder meetings are considered routine or non-routine. If a proposal is considered routine, a bank, broker or other holder of record, which holds shares for an owner in street name generally may vote on the proposal without receiving voting instructions from the beneficial owner. If a proposal is non-routine, the bank, broker or other holder of record generally may vote on the proposal only if the beneficial owner has provided voting instructions. A “broker non-vote” occurs when a broker or other entity returns a signed proxy card but does not vote shares on a particular proposal because the proposal is not a routine matter, and the broker or other entity has not received voting instructions from the beneficial owner of the shares. The ratification of the selection of Crowe as independent auditor is considered a routine matter, while the other proposals, i.e., the election of directors and the advisory vote to approve Trustmark’s executive compensation, are considered non-routine matters.

All valid proxies received by Trustmark will be voted in accordance with the instructions indicated in such proxies. As noted above, if you hold your shares through a bank, broker or other holder of record and you do not give voting instructions, your bank, broker or other record holder of the shares is not permitted to vote your shares on any proposal other than Proposal 3, which is the only routine proposal on the agenda. If no instructions are indicated in an otherwise properly executed proxy, it will be voted FOR each director nominee named in Proposal 1, FOR advisory approval of Trustmark’s executive compensation in Proposal 2, FOR ratification of the selection of Crowe as independent auditor in Proposal 3 and on all other matters in accordance with the recommendations of the Board.

How to Vote

Shareholders of record can vote at the virtual Annual Meeting or by proxy without attending the Annual Meeting.

To vote by proxy:

(1)

Vote by Internet (instructions are on the Notice of Internet Availability or the proxy card),

(2)

Vote using your smartphone (instructions are on the Notice of Internet Availability or the proxy card),

(3)

Vote virtually at the meeting (instructions are on the Notice of Internet Availability or the proxy card), or

(4)

If you received a printed copy of this proxy statement, complete the enclosed proxy card and sign, date and return it in the postage-paid envelope provided.

If you hold your shares through a bank, broker or other holder of record, your bank, broker or other holder of record will provide you with materials and instructions for voting your shares. If you hold your shares through a bank, broker or other holder of record, and you plan to vote your shares at the Annual Meeting, you should complete the voting instructions form that the bank, broker or other holder of record provided to you or use the telephone or Internet voting options described on the voting instructions form or other materials that the bank, broker or other holder of record provided to you.

You will receive multiple Notices of Internet Availability or printed copies of the proxy materials if you hold your shares in different ways (e.g., individually, by joint tenancy, through a trust or custodial account, etc.) or in multiple accounts. Please vote the shares represented by each Notice of Internet Availability or proxy card you receive to ensure that all of your shares are voted.

Revoking Your Proxy

If you are a shareholder of record, you may revoke your proxy at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering written notice to the Secretary at or prior to the Annual Meeting or by timely delivery to the Secretary of a subsequently dated proxy card or by submitting a later vote by Internet or smartphone (instructions are on the Notice of Internet Availability or the proxy card). In the case of multiple submissions regarding the same shares, the proxy with the latest date will be counted. The address for the Secretary is c/o Trustmark Corporation, Post Office Box 291, Jackson, MS 39205.

If you hold your shares through a bank, broker or other holder of record, your ability to revoke your proxy depends on the voting procedures of the bank, broker or other holder of record. Please follow the directions provided to you by your bank, broker or other holder of record.

Voting on Other Matters

The Board is not aware of any additional matters to be brought before the meeting. If other matters do come before the meeting, the persons named in the accompanying proxy or their substitutes will vote the shares represented by such proxies in accordance with the recommendations of the Board.

CORPORATE GOVERNANCE

Overview

Trustmark’s governance structure enables the Board to focus on value-added and forward-looking activities to effectively and efficiently address key, specific issues such as business growth, human capital, enterprise risk management, and technology, among others. This is accomplished through six standing Board committees and through the effective use of the directors’ combined wisdom, diverse experience, and business knowledge.


The purpose of the Board and its committees is to foster Trustmark’s long-term success consistent with its fiduciary responsibilities to shareholders. As part of this purpose, Trustmark’s Board is responsible for:
• Providing strategic guidance and oversight		• Ensuring that management’s operations contribute to Trustmark’s financial soundness

• Acting as a resource on strategic issues and in matters of planning and policymaking		• Promoting social responsibility and ethical business conduct

• Providing insight and guidance on complex business issues and problems in the banking and financial services industries		• Ensuring that an effective system is in place to facilitate the selection, succession planning and compensation of the Chief Executive Officer (CEO)

• Monitoring risks facing Trustmark and providing oversight of Trustmark’s stress testing and other risk evaluation processes		• Ensuring Trustmark’s compliance with all relevant legal and regulatory requirements

Key Features of Trustmark’s Corporate Governance

Trustmark’s governance structure has a number of key features that are designed to ensure effective and efficient oversight of the company, including the following:

•

Ten members of the Board are independent.

•

Directors are subject to Trustmark stock ownership requirements, as described under the heading “Director Compensation.”

•

The Board has adopted, and annually reviews, formal charters for the Board and its committees to address governance guidelines and responsibilities.

•

Trustmark’s bylaws provide that a non-executive director shall serve as Chair of the Executive Committee and the Nominating & Governance Committee if the positions of Chair of the Board and CEO are held by the same person or if the Chair of the Board is not otherwise independent. Further, Trustmark’s Board Charter provides that when the Board Chair is also the CEO, or otherwise is not independent, or when, and for so long as, a majority of the independent directors determines that it is otherwise appropriate and in the best interests of Trustmark, a Lead Director shall be appointed who shall also serve as the Chair of the Executive Committee and Nominating & Governance Committee. See “Board Leadership” on page 6 for additional information.

•

Directors must notify Trustmark of changes in professional responsibilities and residence and comply with director attendance expectations.

•

The Board has adopted codes of conduct/ethics for directors, senior financial officers and associates.

•

The Board has the authority to seek advice or counsel from external advisors as needed.

•

Trustmark has a CEO succession planning process to promote continuity of leadership and an orderly transition upon the CEO’s retirement or other termination of employment.

•

Directors are required to retire at the age of 75.

•

Independent directors meet without management present.

•

In 2025, the Nominating & Governance Committee reviewed the corporate governance structure and evaluated each director’s performance against specific performance criteria designed to evaluate the director’s contributions to the Board’s deliberations and processes.

The Code of Conduct for Trustmark Directors, Code of Ethics for Senior Financial Officers of Trustmark, Code of Ethics and Procedure to Report Violations of Law or Accounting or Audit Irregularities (Whistleblower Procedures) are available at investorrelations.trustmark.com or may be obtained, without charge, by written request addressed to the Secretary, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205. Trustmark intends to provide required disclosure of any amendment to or waiver of its codes of conduct/ethics that applies to the chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, at investorrelations.trustmark.com promptly following any such amendment or waiver. Trustmark may also elect to disclose any such amendment or waiver in a report on Form 8-K filed with the Securities and Exchange Commission (SEC). The information contained on or connected to Trustmark’s website is not incorporated by reference in this proxy statement and should not be considered part of this or any other document that Trustmark files with the SEC.

Meetings of the Board of Directors

The Board met six times in 2025. Each director attended at least 80% of the total number of meetings of the Board and Board committees of which the director was a member in 2025. The Board meets jointly with the Board of Directors of Trustmark Bank (the Bank Board), and since 2017, all members of the Board have also served as members of the Bank Board.

Director Attendance at the Annual Meeting

Directors are expected to attend the Annual Meeting, and in 2025, all Directors were present at the annual meeting of shareholders.

Director Independence

The Board determined in January 2026 that the following current directors and director nominees are “independent directors” (within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules):

Adolphus B. Baker

Marcelo Eduardo

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SEC Form DEF 14A filed by Trustmark Corporation