DEF 14A of Renasant Corp, Mar 18, 2026

DEF 14A of Renasant Corp

Filed Mar 18, 2026 · FY20250000715072-26-000030

Open on EDGAR

  1. Board of Directors

    Board of Directors Number and Term. There are currently 18 members of our board of directors, as set forth below:

  2. Board of Directors

    | Gary D. Butler | Jill V. Deer | Jonathan A. Levy | | Kevin D. Chapman | Connie L. Engel | E. Robinson McGraw | | Donald Clark, Jr. | Rose J. Flenorl | Renee Moore | | M. Ray (Hoppy) Cole, Jr. | John T. Foy | Ted E. Parker | | John M. Creekmore | Richard L. Heyer, Jr. | Sean M. Suggs | | Albert J. Dale, III | Neal A. Holland, Jr. | C. Mitchell Waycaster |

  3. Board of Directors

    As previously disclosed, Dr. Heyer has elected not to stand for reelection as a director. Accordingly, after the 2026 Annual Meeting, assuming that all of our nominees are elected, the board will have 17 members, all in a single class and with a term of office that expires at the 2027 annual meeting. The size of the board, as compared to years prior to the FBMS merger, reflects the addition of the four directors who joined the board prior to the 2025 annual meeting when we completed the FBMS merger on April 1, 2025. Meetings. Our board held nine meetings in 2025, one of which was part of the board’s annual three-day strategic planning retreat. All directors attended at least 75% of the total number of board meetings and meetings of the committees on which they served. The members of the board who meet the NYSE’s standards for independent directors set forth in Section 303A.02 of the NYSE’s Listed Company Manual met in executive session (that is, a meeting of only directors who are independent directors) seven times during 2025. Mr. Creekmore, our “lead director” (see “Board Leadership Structure” below) presided over the executive sessions. Tenure and Refreshment. The board strives to ensure that there is an appropriate mix of tenures among the directors, as the board values both the insight that long experience as a director of a financial institution brings and also the fresh perspective associated with newer board members. The board has concluded that arbitrary deadlines on board service, such as tenure limitations or a mandatory retirement age, do not promote its goal of achieving its desired mix of short- and long-tenured directors. Accordingly, we do not have a formal policy governing the tenure of the members of the board of directors, nor is there any mandatory retirement age for directors. The table below shows the average tenure of our independent directors immediately following the 2026 Annual Meeting and the four prior annual meetings. The board believes that it has generally been successful in refreshing the board’s membership and maintaining an appropriate balance between short- and long-tenured directors. The addition of three independent directors following the completion of the FBMS merger on April 1, 2025 explains the decline in the average tenure of our independent directors from 2024 to 2025. In calculating the average tenure in the table, we consider a newly-elected director to have a term of zero years. Of the 13 independent directors serving on the board as of the 2026 Annual Meeting, five will have served on the board for six or fewer years, three will have served for between six and 15 years, and five will have served for over 15 years. Our nominating committee monitors the make-up of the board and directors’ intentions about their continued board service to ensure that, if a director intends to retire or otherwise step down from the board, a suitable replacement can be timely identified, if the committee determines it necessary to replace the director. Further, as discussed below, the nominating committee annually assesses the performance of our directors. If the nominating committee finds that a director’s performance needs improvement, the nominating committee may counsel the director on the need for improvement or decide to not re-nominate the director for election at the next annual meeting. Identification of Candidates for Election. Usually, nominees for election to the board are proposed by the current members of the board or executive management. Renasant also maintains regional and community advisory boards, composed of prominent individuals from the applicable region or community. These boards are designed to assist our leadership in better understanding the dynamics of our key markets and thereby identifying opportunities for banking and other financial services relationships in such markets. An ancillary benefit of these advisory boards is the identification of potential candidates for nomination for election to the board of directors. Directors Gary Butler and Rose Flenorl were members of Renasant’s Mississippi regional board and West Tennessee regional board, respectively, prior to their election to the board of directors. Their service on these boards demonstrated that, in addition to their excellent credentials, they possessed the other qualities and skills that the nominating committee has determined a Renasant board member should possess. The nominating committee will also consider candidates that shareholders and others recommend, and the committee uses the same criteria in assessing such candidates as it does for candidates proposed by the committee, another board member or executive management. More information about the process for shareholder recommendations may be found below under the heading “Director Nominations and Other Shareholder Proposals for the 2027 Annual Meeting” in the subsection titled “Process for Shareholder Recommendations of Director Nominees.” Board, Director and Committee Performance Assessments. As part of its efforts to ensure that we have a high-functioning board with the collective experience, qualifications and skills necessary to guide a financial institution such as Renasant, our nominating committee annually oversees a board assessment and a director peer assessment, and each committee of the board performs its own self-assessment.

  4. Board of Directors

    | Board Assessment | Director Peer Assessment | Committee Self-Assessment | | The board assessment, which is administered by an independent third party, asks each director to anonymously provide his or her opinions on various topics including: • the interaction between the board and management • the organization of the board, including its committee structure • the conduct of board and committee meetings •each director’s fulfillment of his or her responsibilities as a director • director compensation The 2025 board assessment also asked directors for their feedback on the integration and orientation of the directors that joined the board following the FBMS merger. | The peer assessment is designed to obtain each director’s views about the contribution of each director (including himself or herself) to the board and their participation in board and committee meetings and other board activities. The assessment also helps the nominating committee identify areas where a director can improve his or her performance in order to enhance the director’s contribution to the overall functioning of the board and its committees. As part of the assessment process, the nominating committee formally interviews each director at least every three years to discuss the results of the peer assessment, including any issues identified therein or discrepancies between the director’s self-assessment and the peer assessment, and the director’s willingness to continue to serve on the board. This information is one factor the nominating committee uses to determine whether to nominate each director for reelection. | Committee self-assessments are conducted annually and elicit input from committee members regarding the committee’s performance of its responsibilities as set forth in its charter or as otherwise delegated to it by the board. The committee assessment also seeks feedback on the efficiency of the committee’s operations, the contribution of each committee member to the committee’s operations, and ways that the committee can better fulfill its purpose. |

  5. Board of Directors

    | Board Assessment | Director Peer Assessment | Committee Self-Assessment | | After analyzing the results, the nominating committee makes recommendations to improve the operations of the board and to address any deficiencies that have been identified during the assessment process. | | |

  6. Director Independence

    Director Independence The board has determined that each of our directors satisfies the tests to be considered an “independent director” set forth in Section 303A.02 of the NYSE Listed Company Manual, with the exception of Messrs. Chapman, Cole, McGraw and Waycaster who are not independent directors because they are either Renasant employees or former employees. When determining each non-employee director’s status as an “independent director,” the board evaluated the following relationships involving Renasant or the Bank: •Transactions involving a director, members of his or her immediate family and businesses with which they are associated and Renasant or the Bank. More information about these transactions may be found below under the heading “Related Person Transactions.” •Employment relationships between the Bank and directors’ immediate family members. The Bank employs Mr. Creekmore’s son as a portfolio manager in the Bank’s corporate banking department and Dr. Heyer’s son as a senior managing director of Park Place Capital Corp., Renasant’s financial advisor subsidiary. The Bank also employs Mr. Cole’s son as the Bank’s chief of staff. None of these individuals is an “executive officer” for purposes of SEC rules. More details about our employment of Mr. Creekmore’s son, Dr. Heyer’s son and Mr. Cole’s son can be found in this section below under the heading “Related Person Transactions.” None of these directors participate in any deliberations or decisions about his son’s employment with Renasant or his compensation therefor, and each director abstains from any vote related to his son’s position at Renasant or his compensation.

  7. Board Leadership Structure

    Board Leadership Structure Our board leadership consists of our chairman and lead director, as described in more detail below. Chairman. E. Robinson McGraw serves as chairman of Renasant’s and the Bank’s board. We believe Mr. McGraw’s service as our chairman enhances the board’s operations. As a former employee and a seasoned director, he is an effective bridge between our non-employee directors and management. Given Mr. McGraw’s long service as a senior executive officer of Renasant, he has deep insight into the development of Renasant’s strategic plan and the decision-making required of management in order to capitalize on the opportunities, and overcome the challenges, presented by the goals set forth in our strategic plan, including our mergers and acquisitions activities. However, he is also able to take a more objective view of our strategy, as he is not responsible for overseeing our day-to-day operations. With such a deep knowledge of Renasant, Mr. McGraw is well suited to lead the board’s discussions. Lead Director. John M. Creekmore serves as “lead director” of our board of directors and is a member of the board’s executive committee. The members of the board who satisfy the tests to be considered an “independent director” for purposes of the NYSE Listed Company Manual select our lead director; no lead director is required if the chairman qualifies as an “independent director.” The lead director serves as an independent counterbalance to the chairman of the board and essentially as a co-equal. The duties of the lead director are described in our Bylaws and include the following: •Scheduling and setting the agenda for board meetings with the chairman; •Scheduling, setting the agenda for, and chairing all executive sessions of the “independent directors” of the board; •Determining the appropriate materials to be sent to directors for all meetings; •Acting as a liaison between the board and the chief executive officer and our other executive officers; •Assisting the compensation committee in evaluating the chief executive officer’s performance; •Assisting the nominating committee in its annual assessment of the board’s committee structure and each committee’s performance; and •Overseeing the board’s communications with our shareholders. In addition, the lead director may call the board into executive session to discuss matters outside the presence of the chairman and other non-independent directors. The lead director is also expected to familiarize himself with Renasant, the Bank and the banking industry in general. He also is expected to keep abreast of developments in the principles of good corporate governance.

  8. Board Composition and Skills

    Board Composition and Skills The nominating committee evaluates and recommends potential new directors based on the needs of the board and Renasant generally. The nominating committee’s objective is to craft a board composed of individuals with a mix of backgrounds and experiences and possessing, as a whole, the experience, qualifications and skills necessary to guide a publicly-traded financial institution of Renasant’s size and scope of operations. Although there is no formal policy, our Governance Guidelines state that Renasant believes that board membership should reflect diversity in its broadest sense in order to promote the inclusion of different perspectives and ideas. The nominating committee considers a candidate’s gender, age, ethnicity, experience, education, geographic location (focusing on areas where Renasant operates) and difference of viewpoint when evaluating his or her qualifications for election to the board. Immediately following the 2026 Annual Meeting, the board will have four female directors (30% of the board), with two African-American members and 15 White members. The board will continue its efforts to identify qualified individuals to serve on the board from a wide range of backgrounds. Qualifications and Skills. In addition to the minimum stock ownership requirements included in our Bylaws, the nominating committee requires, absent unusual circumstances, that a candidate to be nominated for election to our board possess the following qualifications: •“Independence” for purposes of the NYSE’s independence requirements for directors and SEC rules and regulations; •Significant business experience in banking, financial services or other business, or in marketing, finance, legal, accounting, information technology or other professional disciplines; •Diversity, as described above; •Familiarity with and participation in the communities in which we operate; •Prominence and a highly-respected reputation in his or her profession; •A proven record of honest and ethical conduct, personal integrity and independent judgment; •The ability to represent the interests of our shareholders and other stakeholders (including, for example, our employees and customers and the communities we serve); and •The ability to devote time to fulfill the responsibilities of a director and to enhance his or her knowledge of the banking and financial services industry in general and Renasant in particular. As shown by the discussion of each director’s background under the heading “Members of the Board of Directors” in the Board Members and Compensation section below, each non-employee director currently serving on our board possesses the foregoing general qualifications. Beyond these general qualifications, we believe that the board, as a whole, possesses the specific skills necessary to meet the nominating committee’s objective in crafting the board described above. Among other competencies, the board’s overall skillset includes the following:

  9. Board Composition and Skills

    | • Executive Leadership - Experience as a chief executive officer or other C-suite professional, business line leader or other role demonstrating leadership expertise | • Strategic Planning - Record of playing a meaningful role in formulating a company’s strategic goals and implementing operating plans to achieve such goals |

  10. Board Composition and Skills

    | • Financial Industry - Executive or other significant experience in banking, wealth management or other financial services | • Financial Expertise - Service as a certified public accountant or in a leadership role overseeing a company’s or major division’s accounting or financial reporting function | | • Information Technology/Cybersecurity - Experience in information technology matters, such as artificial intelligence, cybersecurity, data management and the incorporation of technology into operations | • Risk Management - Experience managing risk, or overseeing the risk management function of an organization or significant business function | | • Legal and Regulatory - Experience as a general counsel or practicing attorney, including representing clients in highly-regulated industries | • Public Company - Prior service as a public company board member (other than Renasant) or senior executive or other experience in corporate governance matters | | • Mergers & Acquisitions - History of senior leadership, as an executive or advisor, or other significant involvement in M&A activities | • Real Estate - Record of meaningful involvement in the acquisition, financing and development of commercial real estate |

  11. Board Composition and Skills

    The directors, as a group, possess all of the skills listed above, even if each individual director may not. The nominating committee continues to monitor the overall skillset of our board, taking into account changes in the operating environment for financial institutions like Renasant, in an effort to ensure that the board continues to possess the right mix of experience and skills necessary to oversee Renasant’s operations. Director Education. Our board recognizes that, to assist our directors in fulfilling their responsibilities as a Renasant director, it is essential that each director stay abreast of developments in the financial services industry and the risks facing financial institutions similar to us as well as corporate governance best practices for publicly-traded companies. The board taps internal and external resources to obtain the necessary education and training. Several times each year, Renasant’s management or our external advisors conduct board presentations on the policies, procedures and controls governing various facets of our operations. These presentations assist directors not only in satisfying their responsibilities on various committees but also in performing an informed review of the work of committees on which they do not serve. Each committee also periodically receives management presentations on topics relevant to the committee’s work. In 2025, board training included the following topics, among others: •Lending and Credit. Our chief credit officer made a presentation to the board on credit risk. The presentation focused on, among other things, our processes and procedures for identifying and mitigating credit risk, both at loan origination and thereafter, our current credit quality, and future opportunities and risks with respect to loan growth and credit quality. •Tax. Our director of tax made a presentation to the board detailing Renasant’s strategies to generate tax savings, both historically and on a prospective basis, and to mitigate risk with respect to income taxes. •Compliance. Our chief risk officer and chief compliance officer gave a presentation on our enterprise risk management framework and our policies and procedures relating to regulatory compliance, focusing on the continued refinement of the framework over the course of 2025 and expected developments in 2026. The presentation addressed, among other things, the integration of FBMS’s risk management framework into ours following the merger, the current status of fair lending and Community Reinvestment Act compliance and expectations for 2026, as well as the Bank’s continued efforts to combat fraud. In addition, at each board meeting in 2025, our general counsel advised the board on any material regulatory developments impacting Renasant. At the board’s 2025 strategic planning retreat, outside advisors briefed the board about the opportunities and challenges with respect to mergers and acquisitions, shareholder activism trends, the current regulatory landscape and corporate governance matters. Members of the board are also expected to take advantage of external education opportunities to enhance their knowledge of corporate governance and to satisfy their obligations as a financial institution director, including improving their ability to oversee management in identifying and mitigating the various risks facing Renasant. We bear the cost of the directors’ external education.

  12. Board Committees

    Board Committees The members of each of our executive, audit, nominating, compensation and ERM committees as of the date of this proxy statement, and a brief description of each committee’s responsibilities, are below.

  13. Board Committees

    | Executive Committee | | | John M. Creekmore, Chair Neal A. Holland, Jr. Kevin D. Chapman Albert J. Dale, III John T. Foy E. Robinson McGraw | The executive committee exercises the power and authority of the full board of directors between scheduled board meetings. Among other things, the executive committee takes a lead role in overseeing the preparation of our annual budget and succession planning for our senior management. The executive committee’s authority to act on behalf of the full board is subject to limitations imposed by Mississippi law and the committee’s charter. The executive committee is composed of the chairman of the board, the lead director, the chief executive officer and three additional directors who satisfy the tests to be considered an “independent director” set forth in the NYSE Listed Company Manual. The executive committee met 14 times in 2025. | | Audit Committee | | | John T. Foy, Chair Jill V. Deer Gary D. Butler Connie L. Engel Renee Moore Sean M. Suggs | The audit committee’s responsibilities include the following: •Appointing, approving the compensation of and overseeing our independent registered public accountants; •Monitoring the integrity of our financial reporting process and system of internal controls; •Monitoring the independence and performance of our independent registered public accountants and internal audit department; •Pre-approving all auditing and permitted non-audit services provided by our independent registered public accountants; •Facilitating communication among our independent registered public accountants, management, the internal audit department and the board of directors; and •Establishing procedures for (1) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. The Report of the Audit Committee and Independent Registered Public Accountants sections below describe the actions taken in 2025 and the committee’s processes. In 2025, the committee held 13 meetings. Each member of our audit committee satisfies the tests to be considered an “independent director” set forth in the NYSE Listed Company Manual, meets the other requirements for audit committee membership in the NYSE Listed Company Manual and meets all independence requirements under SEC regulations. The board has determined that Ms. Moore and Mr. Suggs each qualify as an “audit committee financial expert” under applicable SEC regulations and satisfy the financial literacy requirements under the NYSE Listed Company Manual. |

  14. Board Committees

    | Nominating and Corporate Governance Committee | | | Neal A. Holland, Jr., Chair John M. Creekmore Gary D. Butler Donald Clark, Jr. John T. Foy Ted E. Parker | The nominating committee evaluates, nominates and recommends individuals for membership on our board of directors and board committees. Specific information about our director selection process is above under the heading “Board Composition and Skills.” In addition, the committee oversees the formation and implementation of our governance policies, including our Governance Guidelines and stock ownership guidelines, and oversees the annual board and director performance assessments. The committee also takes a lead role in board oversight of our efforts with respect to corporate social responsibility matters. More information about our Governance Guidelines, stock ownership guidelines and these assessments may be found under the “Governing Documents and Practices” and “Board of Directors” headings above. Each member of the nominating committee satisfies the tests to be considered an “independent director” under the NYSE Listed Company Manual. The committee met eight times in 2025. | | Compensation Committee | | | Albert J. Dale, III, Chair Donald Clark, Jr. Jill V. Deer Neal A. Holland, Jr. Jonathan A. Levy Sean M. Suggs | The compensation committee’s primary functions are setting our overall compensation strategy and administering the compensation of our named executive officers and other senior executive officers. The committee also administers our clawback policy, among other responsibilities. The Compensation Discussion and Analysis section below explains the compensation committee’s processes and procedures with respect to our executive compensation program and discusses the specific decisions about the 2025 compensation of our named executive officers. The committee met eight times in 2025. Each member of the committee satisfies the tests to be considered an “independent director” set forth in the NYSE Listed Company Manual and is a “non-employee director” as defined in SEC regulations. In determining independence, the board considered each member’s ability to be independent from management in light of his or her relationships with us and the Bank, including any compensation (such as consulting, advisory or other compensatory payments) received from us or the Bank or any other source that might impair the director’s independent judgment, including whether he or she is our affiliate and additional relevant factors. | | Enterprise Risk Management Committee | | | Jill V. Deer, Chair John T. Foy Gary D. Butler Donald Clark, Jr. John M. Creekmore Albert J. Dale, III O. Leonard Dorminey* Neal A. Holland, Jr. | The ERM committee has overall responsibility for our enterprise-wide risk assessment, management and oversight process. To ensure that the committee has insight into our overall operations, the chairs of our executive, audit, compensation and nominating committees and the Bank’s credit review and technology committees are members of the ERM committee. More information about our risk assessment and management infrastructure and the ERM committee’s role therein can be found below under the heading “Role of the Board in Risk Oversight.” Each member of the ERM committee satisfies the tests to be considered an “independent director” under the NYSE Listed Company Manual. In 2025, the committee met five times |

  15. Board Committees

    *Mr. Dorminey is a member of the Bank’s board of directors only. He is the chair of the Bank’s credit review committee. Committee Appointments. The board of directors appoints the members of board committees annually, based on recommendations of the nominating committee (which consults with our chairman and lead director in formulating these recommendations). Appointments are typically effective as of the annual meeting each year. As stated in our Governance Guidelines, the board believes that committee appointments should be based on a director’s knowledge, interests and areas of expertise. In making its recommendations, in addition to ensuring that directors with expertise specific to a committee’s responsibilities serve on such committee, the nominating committee focuses on maintaining experience and continuity in committee operations while also incorporating fresh perspectives. A director may serve on more than one committee. We update our corporate website to reflect any changes in committee membership. You can find this information by going to www.renasant.com, clicking on “Corporate Governance” and then clicking on “Committee Composition.”

  16. Members of the Board of Directors

    Members of the Board of Directors The following information discusses each member of our board of directors who will continue after the 2026 Annual Meeting (ages are as of the meeting), assuming all of our nominees to the board are elected. The information below highlights the specific experience, qualifications, attributes and skills that led us to conclude that each current director should be and remain a member of our board. We believe that our board of directors consists of a diverse collection of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all shareholders, including the qualifications and skills listed in the Corporate Governance and the Board of Directors section above under the heading “Board Composition and Skills.”

  17. Members of the Board of Directors

    | Name | Age | Background, Experience, Qualifications and Skills | | Gary D. Butler, Ph.D. Director since 2020 | 55 | Background: Dr. Butler is the founder, chairman and chief executive officer of Camgian Corporation, a recognized leader in developing advanced information technologies that leverage innovations in the areas of artificial intelligence, signal processing and data analytics. Dr. Butler also serves on the Vanderbilt University School of Engineering Council of Advisors. Experience/Qualifications/Skills: Dr. Butler leads a company on the cutting-edge of developing advanced information processing technologies that utilize artificial intelligence to deliver decision support capabilities in the national security and finance sectors. His background in artificial intelligence and algorithms is invaluable to us as we develop strategies to deploy artificial intelligence and leverage data collected in our daily operations. Also, Dr. Butler’s expertise in internet and wireless communication-related matters enhances our board’s ability to oversee and advise on our strategies with respect to information technology, cybersecurity and business continuity planning. Finally, in addition to its organic growth, Camgian Corporation’s growth has been supported by acquisitions. We believe that Dr. Butler’s experience in this regard enables him to provide valuable insights with respect to the opportunities and risks associated with our mergers and acquisitions activity. | | Kevin D. Chapman Director since 2025 | 50 | Background: Mr. Chapman assumed the role of Chief Executive Officer of the Company and the Bank in May 2025, and has served as our and the Bank’s President since May 2023. Prior to assuming the Chief Executive Officer title, Mr. Chapman served as our and the Bank’s Chief Operating Officer. He served as our Executive Vice President and a Senior Executive Vice President of the Bank from January 2011 until he was appointed President in May 2018. Prior to these roles, Mr. Chapman served as the Bank’s Chief Financial Officer (October 2011 - August 2020) and our Corporate Controller (May 2006 - October 2011). Since May 2018, he has also served as a director of the Bank. Experience/Qualifications/Skills: Mr. Chapman plays an integral role in the formulation of Renasant’s strategies and the direction of our operations. Mr. Chapman’s service on our board of directors has demonstrated his ability to clearly communicate to the board the rationale underlying Renasant’s plans and the risks with respect thereto, enhancing the quality of the board’s deliberations and operations. |

  18. Members of the Board of Directors

    | Name | Age | Background, Experience, Qualifications and Skills | | Donald Clark, Jr. Director since 2017 | 76 | Background: Mr. Clark is retired. Prior to his retirement, Mr. Clark was a partner and subsequently senior counsel at Butler Snow, LLP, the largest law firm based in the State of Mississippi. He served as chairman of the firm for 14 years, ending in December 2019. As a former member of the firm’s Public Finance and Incentives Group, Mr. Clark has extensive experience in municipal bonds, economic development incentives and government relations. Mr. Clark joined the Renasant board upon the completion of our acquisition of Metropolitan BancGroup, Inc. in July 2017. Experience/Qualifications/Skills: Mr. Clark is highly regarded in the legal profession. As Chairman of Butler Snow, he oversaw the operations of a firm with over 350 attorneys located in 26 offices spread throughout the United States (as well as two international offices), many located in the Bank’s footprint. His experience provides the board with insight on the needs of customers within many of our markets. As the former leader of a law firm, Mr. Clark also can provide valuable input to the board on enterprise-wide risk management practices. Finally, Mr. Clark’s experience in public finance, economic development incentives and government relations makes him a resource to the board in these areas. | | M. Ray (Hoppy) Cole, Jr. Director since 2025 | 64 | Background: Mr. Cole has served as Senior Executive Advisor to the Bank since the completion of the FBMS merger in April 2025. Prior to the completion of the merger, Mr. Cole served as FBMS’s and The First Bank’s chairman of the board, president and chief executive officer, since 2009. Experience/Qualifications/Skills: Mr. Cole’s experience as FBMS’s and The First Bank’s chief executive officer gives him extensive knowledge of all aspects of FBMS’s business. Mr. Cole, as a director and Senior Executive Advisor, has been an essential contributor to the successful integration of FBMS’s operations with ours. Further, his many years of experience in banking and his leadership in building FBMS make him well suited to serve as an advisor to our executive team and as one of our directors. Following the merger, Mr. Cole’s insight has become a vital part of formulating Renasant’s policies, plans and strategies. | | John M. Creekmore Director since 1997 | 70 | Background: Mr. Creekmore is retired. Prior to his retirement, Mr. Creekmore served as general counsel to United Furniture Industries, Inc. from July 2017 until July 2021. Prior to joining United Furniture Industries, Inc., Mr. Creekmore was the owner of the Creekmore Law Office, PLLC. Experience/Qualifications/Skills: As the former general counsel of a large manufacturing enterprise, Mr. Creekmore brings a legal point of view to the risks and challenges that we face. Mr. Creekmore has served on our board and the Bank’s board since 1997, providing insights regarding the legal implications of our plans and strategies as well as internal operational matters. Finally, Mr. Creekmore resides in Amory, Mississippi, and helps shape our policies with respect to our smaller markets. |

  19. Members of the Board of Directors

    | Name | Age | Background, Experience, Qualifications and Skills | | Albert J. Dale, III Director since 2007 | 75 | Background: Mr. Dale is chairman of the board of Dale, Inc. and served as president of the company from 1985 until December 2018. Dale, Inc., located in Nashville, Tennessee, is a specialty contractor and a Marvin Windows and Doors, Kolbe Windows and Doors and Sierra Pacific Windows and Doors dealer in Tennessee, Kentucky and Alabama. He joined the Renasant board upon the completion of our acquisition of Capital Bancorp, Inc. in July 2007. Experience/Qualifications/Skills: As a supplier to businesses and consumers, Mr. Dale’s professional experience provides the board with insight from the customer’s perspective on the needs and risks associated with business development. In addition, as the president of Dale, Inc. for over 30 years, Mr. Dale has insight into the processes and procedures necessary to manage a large, multi-state enterprise. Finally, Mr. Dale brings to the board an intimate knowledge of Nashville, Tennessee, one of our growth markets. We rely on Mr. Dale for advice on where and how to serve the Nashville metropolitan area. | | Jill V. Deer Director since 2010 | 63 | Background: Ms. Deer is an Executive Vice President of Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms (“B&G”), and a member of the company’s managing board of trustees. She previously served as Chief Administrative Officer and led, among other areas, B&G’s legal, risk management, human resources and corporate responsibility groups. Prior to joining B&G in 2014, Ms. Deer served as a principal of Bayer Properties, L.L.C., a full service real estate company based in Birmingham, Alabama, that owned, developed and managed commercial real estate. Ms. Deer joined Bayer Properties in 1999 to serve as an executive officer and general counsel of the company. Prior to that time, she was a partner in a large regional law firm in Birmingham practicing in the area of commercial real estate finance. Experience/Qualifications/Skills: Ms. Deer’s experience at B&G gives her the tools to assist the board in its oversight of our risk management, human capital management and other operations. She also has an intimate knowledge of the real estate and construction industries, which gives the board an additional resource in understanding the risks and trends associated with commercial real estate, especially because B&G operates in many of the same markets as Renasant. In addition, the Birmingham metropolitan area is the largest metropolitan area in Alabama and one of our key growth markets. Ms. Deer’s knowledge and experience in this market helps us develop strategies to further expand our presence in Birmingham. Finally, her experience in strategic planning assists the board in oversight of the formulation and implementation of our strategic plans. | | Connie L. Engel Director since 2018 | 73 | Background: Ms. Engel is a principal with Strada Senior Living Development and Brokerage in Atlanta, Georgia. Prior to that role, she was with Childress Klein, Inc., a commercial real estate firm engaged in the development, management and leasing of commercial real estate throughout the southeastern United States. Since 2005, Ms. Engel has served on the Board of Trustees of the Kennesaw State University Foundation, Kennesaw, Georgia, as Chairwoman and trustee. She is the Vice Chair of the Cumberland Community Improvement District and currently serves on the Board of Directors of the Cobb Marietta Convention and Exhibit Hall Authority. Experience/Qualifications/Skills: Commercial real estate lending is a significant aspect of our operations. Ms. Engel’s extensive experience in commercial real estate development enables her to provide valuable insight with respect to our commercial real estate operations throughout our footprint, but particularly in the Atlanta metropolitan area, one of our most important growth markets. In addition, Ms. Engel served on the audit committee of Brand Group Holdings, Inc. prior to our acquisition of the company in September 2018. We believe this experience allows her to be a valuable member of our audit committee. |

  20. Members of the Board of Directors

    | Name | Age | Background, Experience, Qualifications and Skills | | Rose J. Flenorl Director since 2023 | 68 | Background: Ms. Flenorl serves as Manager of Global Citizenship & Human Resources at FedEx Corporation. In her role, Ms. Flenorl oversees the company’s social impact strategy, partnerships, events and communications, implementing the company’s economic, educational and career readiness programs. She has previously managed FedEx Global Citizenship efforts in humanitarian relief, environmental sustainability and global entrepreneurship. She is an active community leader, holds a board seat on the University of Mississippi Foundation and Memphis Tourism and has served on the West Tennessee Advisory Board of the Bank since 2016. She also represents FedEx on the Conference Board Global Corporate Citizenship Council and the National Civil Rights Museum Board of Directors. Prior to joining FedEx, Ms. Flenorl was the Manager of Community Relations at International Paper Company where she developed and evaluated community impact programs. Experience/Qualifications/Skills: Ms. Flenorl’s 40+ years of experience in marketing, communications, and corporate social responsibility, coupled with her deep relationships with influential community and nonprofit leaders across the U.S. and the world bring tremendous value to our board. Her record as an insightful strategist and leader capable of creating shared value for companies and the communities where they operate helps us effectively evaluate business decisions with all our relevant stakeholders in mind. Ms. Flenorl’s expertise in how the private and public sectors can effectively intersect on issues including sustainability and economic development helps guide our overall strategy and identify critical areas of opportunity. | | John T. Foy Director since 2004 | 78 | Background: Mr. Foy is retired. From February 2004 until February 2008, he served as president and chief operating officer of Furniture Brands International, Inc. During that time, he was also a member of the board of directors of Furniture Brands International. Prior to 2004, Mr. Foy served as president and chief executive officer of Lane Furniture Industries. Furniture Brands International and Lane Furniture Industries were engaged in the manufacture of upholstered and wooden furniture. Experience/Qualifications/Skills: Mr. Foy’s experience as the president and chief operating officer and a director of Furniture Brands International, Inc., which was a publicly-traded company during Mr. Foy’s tenure, provides him with insights on the operation of a company with diverse operations as well as on financial reporting and corporate governance. Also, furniture manufacturing is a major segment of the economy in our North Mississippi markets. We believe that Mr. Foy’s broad experience in the furniture manufacturing industry gives us an advantage in soliciting these types of customers, as well as customers in the manufacturing industry in general. | | Neal A. Holland, Jr. Director since 2005 | 70 | Background: Mr. Holland has been president of Holland Company, Inc., a diversified sand, stone and trucking company in Decatur, Alabama, since 1980. He is also the chairman and CEO of Alliance Sand and Aggregates, LLC and the owner of Miracle Mountain Ranch LLC. Mr. Holland joined the Renasant board upon the completion of our acquisition of Heritage Financial Holding Corporation in 2005. Experience/Qualifications/Skills: In addition to the guidance that Mr. Holland can provide the board from his long experience as a business owner, Mr. Holland gives us valuable advice in shaping our policies and strategies in our Alabama markets. As the owner of multiple businesses, he also is able to add a customer’s perspective to the board’s discussions. |

  21. Members of the Board of Directors

    | Name | Age | Background, Experience, Qualifications and Skills | | Jonathan A. Levy Director since 2025 | 65 | Background: Mr. Levy has been involved in the real estate and construction industry for more than 35 years. He is the Co-Founder and Managing Partner of Redstone Investments, which is a development, management, and acquisitions company with a focus on shopping center development. Redstone also has a commercial real estate brokerage that provides asset management services for financial institutions and other third parties. Mr. Levy is involved in many civic and educational activities in the Tampa, Florida area. He has previously served as a director of Huntington Bancshares, Inc. and other financial institutions over the last 30 years. Mr. Levy was appointed a Renasant director upon the completion of the FBMS merger in April 2025. Experience/Qualifications/Skills: Mr. Levy’s experience in commercial real estate development provides the Renasant board with insight into the trends and risks associated with residential, rental and commercial real estate, especially within our Florida markets. Mr. Levy’s experience as a director for a large financial institution also aids Renasant in planning its continued growth. | | E. Robinson McGraw Director since 2000 | 79 | Background: Since June 2005, Mr. McGraw has served as Chairman of our and the Bank’s board of directors. From May 2018 until May 2025, Mr. McGraw served as Executive Chairman of Renasant and the Bank. Prior to assuming this position, he served as our and the Bank’s Chief Executive Officer since 2000, and he served as our and the Bank’s President from 2000 to January 2016. Mr. McGraw served as Executive Vice President and General Counsel of the Bank prior to becoming Chief Executive Officer. Experience/Qualifications/Skills: It is unlikely that there is any individual that has a more intimate knowledge of our history than Mr. McGraw, and his insight is essential part of leading our and the Bank’s board of directors. Mr. McGraw’s legal background and years of experience with Renasant provide the board an additional resource on legal implications and the regulatory requirements specifically attributable to the banking industry and financial institutions. | | Renee Moore Director since 2025 | 64 | Background: Ms. Moore is a certified public accountant and since 2009 the partner in charge of tax services at Topp McWhorter Harvey, PLLC. Ms. Moore has more than 30 years of public and private accounting experience. She is also active in the Hattiesburg, Mississippi community, having served as an Ambassador and board member for the Area Development Partnership of Greater Hattiesburg, among other activities. In 2022, Ms. Moore was recognized as a Leader in Finance by the Mississippi Business Journal. Ms. Moore was appointed a Renasant director upon the completion of the FBMS merger in April 2025. Experience/Qualifications/Skills: Throughout Ms. Moore’s career, she has held numerous leadership positions. From chief financial officer of a privately-held company to partner in charge of a major service division in the sixth largest accounting firm in Mississippi, her experience in both public accounting and industry, as well as experience gained when she co-owned and operated her own business, have given her a unique understanding and perspective. She also has experience as an independent audit manager for a national bank. |

  22. Members of the Board of Directors

    | Name | Age | Background, Experience, Qualifications and Skills | | Ted E. Parker Director since 2025 | 66 | Background: Mr. Parker has been in the stocker-grazer cattle business for more than 45 years as the owner and operator of Ted Parker Farms LLC. He served as a licensed commodity floor broker at the Chicago Mercantile Exchange from 1982 to 1983. He served on the Bayer Animal Health Advisory Board from 2010 to 2016 and on the Marketing and International Trade Committee of the National Cattleman’s Beef Association from 2015 to 2017 and currently serves on the Cattle Fax board of directors and is on its nominating committee. Mr. Parker was the 2018 National Stocker Operator of the Year and the 2019 Mississippi Farmer of the Year. Mr. Parker was appointed a Renasant director upon the completion of the FBMS merger in April 2025. Experience/Qualifications/Skills: Mr. Parker served on the FBMS board since the company’s inception in 1995 and was its lead director prior the merger with Renasant. His experience as a successful business owner allows Mr. Parker to provide effective challenge of our processes and procedures. Operating in the cattle business, Mr. Parker can provide our board with insight into the needs of the agricultural community in Renasant’s markets. His insight into the market in which he lives through his community involvement will also be important assets to the board. | | Sean M. Suggs Director since 2018 | 60 | Background: Mr. Suggs is retired. Prior to his retirement, Mr. Suggs served as the president of Toyota Battery Manufacturing, North Carolina, overseeing the construction and start of production of Toyota’s $13.9 billion investment in this plant. Prior to this position, Mr. Suggs served as Vice President, Social Innovation, for Toyota Motor North America where he was responsible for, among other things, Toyota Motor North America’s philanthropy efforts and environmental sustainability function across North America. Prior to assuming this position in January 2021, Mr. Suggs was the president of Toyota Motor Manufacturing, Mississippi, Inc., beginning in January 2018. In this role, he was responsible for all manufacturing and all accounting, financial reporting and other administrative functions of Toyota’s Blue Springs, Mississippi, plant, which produces the Toyota Corolla. Prior to joining the automotive industry in 2008, Mr. Suggs served eight years in the United States Army. Experience/Qualifications/Skills: In his various roles with Toyota, Mr. Suggs oversaw the operations of sophisticated manufacturing operations. The successful management of such an operation requires expertise in manufacturing technology, production quality and corporate leadership, among other things. The skills that Mr. Suggs acquired in overseeing Toyota manufacturing operations enhance the board’s oversight of the Bank’s operations. Furthermore, given his former position overseeing the sustainability efforts of an entity spanning North America, Mr. Suggs provides the board essential insight on our own efforts to promote belonging at Renasant and enhance the sustainability of our operations. |

  23. Members of the Board of Directors

    | Name | Age | Background, Experience, Qualifications and Skills | | C. Mitchell Waycaster Director since 2018 | 67 | Background: Our and the bank’s Executive Vice Chairman since May 2023, Mr. Waycaster served as our and the Bank’s Chief Executive Officer from May 2018 to May 2025. Mr. Waycaster was President of Renasant and the Bank from January 2016 to May 2023, and he was our Chief Operating Officer from January 2016 to May 2018. Prior to these roles, Mr. Waycaster served in a variety of positions over his long career at the Bank, including Chief Administrative Officer (April 2007 - January 2016), President of the Mississippi Division (January 2005 - April 2007) and Director of Retail Banking (2000 - December 2004), among other positions. Experience/Qualifications/Skills: Mr. Waycaster has been an employee of the Bank for over 40 years. During that time, he has worked in virtually all areas of the Bank’s operations. This experience gives Mr. Waycaster a detailed understanding of our operations as well as the opportunities and challenges that we face. It is unlikely that any other Renasant employee has a better understanding of our current operations and our future strategies than Mr. Waycaster. His insights are essential to assisting the board in developing and implementing our strategic plans. |

  24. Director Compensation

    Director Compensation The compensation we pay to our non-employee directors and the process we use to determine compensation is described below. Directors who are also our employees, Messrs. Chapman, Cole and Waycaster (and Mr. McGraw, until his retirement in May 2025), do not receive additional compensation for services rendered as directors. Each year, our independent compensation consultant, Meridian Compensation Advisors, LLC, provides the compensation committee with information about peer group compensation practices and makes recommendations for non-employee director compensation. The compensation committee reviews the consultant’s information and recommends to our full board the level of non-employee director compensation for the upcoming year. At its December meeting, the board reviews the compensation committee’s recommendations and ordinarily ratifies the recommended compensation. Any changes in compensation are generally implemented after the annual meeting following the board’s ratification. Compensation for our non-employee directors is set at a level that is at or near the median of the compensation paid to directors in our peer group using information obtained from the independent compensation consultant about the practices of companies in the group. More information about our peer group can be found in the Compensation Discussion and Analysis section below under the heading “Compensation Committee Practices – Peer Group.” As a matter of policy, each of our non-employee directors receives an annual stock award with the same value. Annual cash retainers are the same among non-employee directors, except that we pay an additional retainer to the chairman of the board (if a non-employee director), our lead director and the chairs of Company and Bank committees and all of the members of the Bank’s credit review committee (due to the frequency that this committee meets). We do not pay meeting fees for attendance at board or board committee meetings, nor do we pay special or strategic compensation (such as for the completion of a merger), make “one-time” payments, provide tax gross ups or negotiate additional fees or payments for individual directors. The table below includes information about all compensation paid to our non-employee directors during 2025.

  25. Director Compensation

    | 2025 Director Compensation | | | | | | | Name | Fees Earned or Paid in Cash | Stock Awards | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | A | B | C | D | E | F | | Gary D. Butler | $78,250 | $72,064 | $— | $2,194 | $152,508 | | Donald Clark, Jr. | 74,000 | 72,064 | — | 2,194 | 148,258 | | John M. Creekmore | 103,333 | 72,064 | — | 16,957 | 192,354 | | Albert J. Dale, III | 104,250 | 72,064 | 348 | 15,255 | 191,917 | | Jill V. Deer | 84,833 | 72,064 | 2,993 | 2,194 | 162,084 | | Connie L. Engel | 82,000 | 72,064 | — | 16,957 | 171,021 | | Rose J. Flenorl | 72,625 | 72,064 | — | 2,194 | 146,883 | | John T. Foy | 90,000 | 72,064 | — | 3,034 | 165,098 | | Richard L. Heyer, Jr. | 87,000 | 72,064 | — | 16,957 | 176,021 | | Neal A. Holland, Jr. | 104,000 | 72,064 | — | 20,919 | 196,983 | | Jonathan A. Levy | 52,500 | 72,064 | — | 1,152 | 125,716 | | E. Robinson McGraw (1) | 100,000 | 72,064 | 273,288 | 10,418 | 455,770 | | Renee Moore | 52,500 | 72,064 | — | 1,152 | 125,716 | | Ted E. Parker | 52,500 | 72,064 | — | 1,152 | 125,716 | | Sean M. Suggs | 72,000 | 72,064 | 4 | 2,194 | 146,262 |

  26. Director Compensation

    (1)Mr. McGraw retired as an employee on May 1, 2025. The compensation reported for Mr. McGraw reflects only compensation paid to him in 2025 in his capacity as a non-employee director of Renasant. We have not included compensation paid for his services as an employee in 2025. Compensation reported in the table above represents both cash payments and the value of stock grants and other forms of payments and benefits as follows: •Column B, Fees Earned or Paid in Cash – Amounts in this column reflect the retainers as well as fees for regional advisory board meetings we paid to our non-employee directors in 2025. Amounts may be voluntarily deferred under our Deferred Stock Unit Plan or Deferred Income Plan, which are described below. •We paid the following retainers, prorated in the form of equal monthly payments: •All directors received an annual retainer; effective as of the 2025 annual meeting, the retainer was $70,000; •Our chairman of the board received an additional retainer of $80,000, and our lead director received an additional $35,000 retainer. For 2025, the additional retainer paid to Mr. McGraw for his service as chairman commenced upon his retirement; •The chairs of the audit, compensation, nominating and ERM committees each received an additional $20,000 retainer, the chairs of the Bank’s trust and technology committees each received an additional $6,000 retainer, and each member of the Bank’s credit review committee received an additional $12,000 retainer; and •Each of our non-employee directors who serves on one of our regional advisory boards was paid a $500 fee quarterly or when the advisory board met, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at regional advisory board meetings. •Column C, Stock Awards – On April 22, 2025, each director received a time-based restricted stock award of 2,582 shares of our common stock that will vest at the 2026 Annual Meeting. Column C reports the aggregate fair value of these awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation.” The award date fair value excludes the effect of estimated forfeitures. Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note 13, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used to derive the fair value of our restricted stock. •Column D, Changes in Pension Value and Non-Qualified Deferred Compensation Earnings – Amounts in this column report above-market earnings on amounts deferred under the Deferred Income Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. Column D also includes, for Mr. McGraw, changes in the actuarial present value of benefits accrued under our tax-qualified pension plan. For more information about our pension plan, please see the discussion following the Pension Benefits for 2025 table in the Compensation Tables section below. No other non-employee director participates in a pension plan or similar arrangement. •Column E, All Other Compensation – Cash dividends paid on restricted stock awards are included in this column. The remaining amounts in this column reflect the value of other benefits we provide to our non-employee directors, which consist of the following: •Non-employee directors and their eligible dependents may elect to enroll in our medical and dental plans and pay full premiums for the coverage. Based on historical practice, we deduct a portion of the premiums from the cash payments we make to our electing directors (reported in Column B), and a portion of the premiums are treated as imputed income that is applied to the cost of the premiums and reported as taxable income. Amounts in Column E represent the portion of the premium that we treat as imputed income. This amount was $14,763, $13,062, $14,763, $840, $14,763, $18,725 and $9,268 for Messrs. Creekmore, Dale, Engel, Foy, Heyer, Holland and McGraw, respectively, who are the non-employee directors who have elected this coverage. •We provide term life and accidental death and dismemberment insurance coverage to each director with a face amount of $10,000, at a cost of $25. The Bank maintains two deferred compensation plans in which our non-employee directors may participate: the Deferred Stock Unit Plan (the “DSU Plan”) and the Deferred Income Plan. Under the DSU Plan, deferred amounts are credited to a bookkeeping account that is deemed invested in units representing shares of our common stock and is credited with dividend equivalent units when we pay cash dividends. Units are allocated based on a quarterly average market price of our common stock. Under the Deferred Income Plan, deferred amounts are notionally invested in investment alternatives substantially similar to those offered under our 401(k) plan or in the Moody’s Composite Yield on Seasoned Corporate Bonds, which averaged 5.45% in 2025. Benefits under either plan are payable when a director ceases to serve as a member of our board and may be paid in a lump sum or installments. Under the DSU Plan, benefits are paid in the form of shares of our common stock; under the Deferred Income Plan, benefits are paid in cash.

  27. Director Compensation

    | EXECUTIVE OFFICERS |

  28. Director Compensation

    The names, ages (as of the annual meeting), positions and business experience of our principal executive officers, except for Messrs. Chapman, Cole and Waycaster, are listed below. Because they are also members of our board, information about Messrs. Chapman, Cole and Waycaster appears above in the Board Members and Compensation section under the heading “Members of the Board of Directors.” Our “named executive officers,” who are Messrs. Chapman, Waycaster, Mabry, Cole, Perry and Jeanfreau, as well as Mr. Cochran, are party to an employment agreement. Our remaining executive officers are appointed annually by our board and serve at the discretion of the board.

  29. Director Compensation

    | Name | Age | Position | | J. Scott Cochran | 62 | Our Executive Vice President since April 2007; he has served as Chief Core Banking Officer since August 2020; prior to that role, Mr. Cochran served as Chief Community and Business Banking Officer since July 2017 and President of the Western Region of the Bank since October 2012. Mr. Cochran served as President of the Mississippi Division of the Bank from April 2007 to October 2012. | | Kelly W. Hutcheson | 43 | Our and the Bank’s Chief Accounting Officer since March 2017. Prior to that time, Ms. Hutcheson served as the Bank’s Senior Accounting Manager since 2011. Prior to joining Renasant in 2011, Ms. Hutcheson was a Certified Public Accountant with KPMG, LLP, serving clients in various industries throughout the southeastern United States. | | Mark W. Jeanfreau | 51 | Our and the Bank’s General Counsel since January 2020 and our Executive Vice President since September 2017; he has also served as a Senior Executive Vice President of the Bank since September 2017 and as the Chief Governance Officer of the Bank since July 2021. Prior to his assumption of the General Counsel position, Mr. Jeanfreau served as Governance Counsel of the Bank, beginning in September 2017. Prior to joining us and the Bank, Mr. Jeanfreau was a partner in the law firm of Phelps Dunbar LLP, specializing in corporate governance, securities law and mergers and acquisitions. |

  30. Director Compensation

    | Name | Age | Position | | James C. Mabry IV | 68 | Our and the Bank’s Chief Financial Officer since August 2020; he has also served as our Executive Vice President and a Senior Executive Vice President of the Bank over the same period. Prior to joining Renasant, Mr. Mabry served as Executive Vice President of Investor Relations and Mergers/Acquisitions for South State Corporation, beginning in August 2015. Prior to that role, Mr. Mabry served as a managing director of Keefe, Bruyette and Woods, a Stifel Company, leading mergers and acquisitions, strategic advisory and capital markets services for financial institutions. | | David L. Meredith | 59 | Our Executive Vice President since January 2018; he has also served as the Bank’s Chief Credit Officer over the same period. From August 2015 until January 2018, Mr. Meredith served as Senior Executive Vice President and Co-Chief Credit Officer of the Bank. From October 2013 until August 2015, he was Executive Vice President and Chief Credit Officer for the Eastern Division of the Bank. Mr. Meredith was Executive Vice President and Senior Credit Officer from January 2010 until October 2013. | | Curtis J. Perry | 63 | Our Executive Vice President and the Bank’s Chief Corporate Banking Officer since June 2019. Prior to joining Renasant, Mr. Perry worked in a similar role at Synovus Bank since 2009. |

  31. Director Compensation

    | COMPENSATION DISCUSSION AND ANALYSIS |

  32. Objectives of our Compensation Program

    | | Form | Features | Rationale | | Fixed Compensation | Base Salary | •Determined annually •Based on individual performance (subject to our broader goals), internal pay equity and peer group practices at or near the median | •Provides a source of predictable income | | Variable Compensation | Annual Performance-Based Cash Awards | •Annual cash bonus, with the amount contingent on attainment of absolute performance measures | •Aligns pay and our short-term performance | | | Long-Term Performance-Based Equity Awards | •Shares are issued in a “target” amount at the beginning of a three-year performance cycle and performance measures are designated, with final payouts contingent on relative performance during the cycle | •Aligns pay and our long-term performance •Acts as a retention device •Aligns executives’ financial interests with those of our shareholders | | | Long-Term Time-Based Equity Awards | •Shares are issued at the beginning of a service-based vesting period, with vesting subject to continuous employment during the period | •Acts as a retention device •Aligns executives’ financial interests with those of shareholders |

  33. (Short and Long-Term): 50.3% (Short and Long-Term): 41.5%

    (Short and Long-Term): 50.3% (Short and Long-Term): 41.5% ■ Fixed - Base Salary ■ Variable - Time-based Equity ■ Variable - Performance-based Cash ■ Variable - Performance-based Equity The percentage of total performance-based compensation for our NEOs other than our CEO is lower than the percentage for the CEO, primarily due to the structure of Mr. Waycaster’s 2025 compensation. Mr. Waycaster did not receive a performance-based equity award in 2025, and his annual cash incentive for 2025 was adjusted to reflect that he would not be our chief executive officer after April 30, 2025 (his base salary and time-based restricted stock awards were similarly adjusted). Excluding Mr. Waycaster’s compensation, performance-based compensation for our NEOs other than our CEO was 44.0% of their total compensation for 2025 (excluding Mr. Cole). More detailed information about the nature and amount of compensation we paid to our NEOs and payouts for performance-based compensation is provided below under the heading “2025 Compensation Decisions.”

  34. Decision-Making Process for 2025

    Decision-Making Process for 2025 Management Involvement in Compensation Decisions. Our chief executive officer is expected to regularly evaluate and recommend base salary adjustments for executive officers, other than himself. In addition, with the assistance of management, he provides data and analysis about Renasant and individual performance for use by the compensation committee. The chief executive officer is also expected to monitor our perquisites and benefits to ensure that they remain competitive and consistent with the goals of our compensation program. Although our NEOs frequently attend meetings at the request of the compensation committee, a portion of each of the committee’s meetings held to determine 2025 compensation levels was in executive session without management present. Executive Compensation Adviser. In connection with the compensation committee’s 2025 compensation decisions, Meridian Compensation Advisors, LLC (“Meridian”) (1) advised the committee with respect to the composition of our peer group; (2) analyzed survey and proxy data about the compensation levels and components of compensation available for executives at our peers, and (3) provided advice with respect to our performance-based cash and equity incentives. Information that Meridian furnishes the compensation committee is one factor it uses to make its decisions about compensation; other factors are described elsewhere in this CD&A. Setting Performance Measures. Early in each fiscal year (or in December of the prior year), once Renasant’s annual budget is finalized, the compensation committee determines the performance measures for cash incentives under the Performance Based Rewards Plan (the “PBRP”) and equity incentives under the 2020 Long Term Incentive Compensation Plan (the “LTIP”). For our NEOs, performance measures are company-wide measures, since our NEOs directly impact overall Renasant performance. The committee evaluates and certifies performance as soon as possible at the end of the fiscal year. Payouts are contingent on the attainment of threshold, target or superior performance levels. Target performance levels are derived from our budgeted goals with respect to earnings and profitability, which are approved by the full board. Prior to adopting the annual budget, the board of directors and executive management consider the impact that internal and external factors are expected to have on our earnings and profitability. Internal factors include initiatives that our executives are expected to implement during the year, some of which may have a negative short-term impact on earnings or other performance metrics but position Renasant for longer-term growth or profitability. External factors include projections of the general economic climate for the year, particularly with respect to changes in interest rates. Finally, the impact of extraordinary transactions, such as a merger or a securities repositioning, on Renasant’s earnings and profitability are considered. Guidance and forecasts from independent investment analysts who follow our performance are used to assist the board and management. If necessary, the budget is adjusted accordingly. Budgeted earnings, profitability and operational efficiency are designed to challenge our senior executive management to perform, and lead others at Renasant to perform, at a high level in the context of the internal and external factors discussed above. Accordingly, in some years, our budgeted results may fall below the prior year’s actual results. Nevertheless, the compensation committee and the board may conclude that, because the upcoming year’s operating environment (in light of internal and external factors) is expected to be more challenging as compared to the prior year’s circumstances, achieving such budgeted amounts will nevertheless represent successful performance by our executive management and Renasant, perhaps even more successful than the prior year’s performance. As a result, from one year to the next, the target level of performance under one or more PBRP performance measures may remain static or even decrease, or the outcomes for achieving performance objectives may remain static, or even increase, although our earnings or profitability metrics decline in comparison to the prior year. The information below under the heading “2025 Compensation Decisions” in the “Annual Performance-Based Cash Awards” and “Equity Awards – Equity Awards Made in 2025” subsections includes a detailed discussion of the compensation committee’s decisions with respect to the performance measures specific to PBRP and LTIP incentives for 2025.

  35. 2025 Compensation Decisions

    2025 Compensation Decisions This section of the CD&A describes the specific decisions the compensation committee made with respect to 2025 NEO compensation, including base salaries, performance-based payouts for cash and equity awards that vested at the end of 2025 and equity awards made in 2025 that will vest or be settled in later years. General. Renasant’s primary focus as 2024 closed was planning for the successful completion of the FBMS merger, the conversion of FBMS’s systems into Renasant’s and the integration of FBMS’s operations and employees into Renasant as soon as possible after the merger. From a financial perspective, this effort involved modeling the impact of the merger on Renasant’s operations, earnings and profitability, although at the time it was unclear when the merger would close. While this planning focused significantly on capitalizing on the growth opportunities and efficiency enhancements presented by the merger, these efforts necessarily also took into account expectations about the broader economic environment. This broad view was especially relevant due to the significant overlap between Renasant and FBMS both with respect to the products and services offered as well as the banks’ respective geographic footprint. Going into 2025, there was significant uncertainty about how the new presidential administration’s policies would impact the United States economy as a whole as well as Renasant’s particular markets, including the new markets resulting from the FBMS merger. Among other things, as 2025 began it was not clear how significantly United States trade policy would soon change or how well the national economy and particular industries would absorb such changes. From an interest rate perspective, the prevailing sentiment was that the Federal Reserve was very likely to lower interest rates meaningfully in 2025, but there was little agreement on the extent or timing of such cuts. Within this backdrop, the new presidential administration had also given clear signals that it intended to significantly reduce the regulatory burdens on financial institutions. These changes were expected to enhance the banking sector’s earnings, profitability and efficiency, but the extent of these changes, and how quickly they would be implemented, was unclear at the outset of 2025. Due to the foregoing and other matters, analysts generally projected that borrowers would exhibit caution in 2025 but also saw opportunities for enhanced profitability for financial institutions. Renasant’s 2025 annual budget attempted to account for the impact of all of the above: the FBMS merger, including the uncertainty around the timing of its completion; the macro-economic effects of the new presidential administration’s policies; and the expectations of Federal Reserve rate cuts. Management budgeted modest loan and deposit growth for both Renasant’s and FBMS’s legacy operations (as to FBMS, using external forecasts) as well as enhanced profitability and improved operational efficiency for Renasant and FBMS both on a stand-alone basis and as a combined company. In preparing the budget, management excluded the impact of merger expenses and the Day 1 acquisition provision for loan losses and unfunded commitments (which we refer to as the “Day 1 CECL impact”) from the “core” budget, because management considered these items one-time costs associated with the FBMS merger and thus not reflective of Renasant’s ongoing operations. Merger expenses would be tracked separately to ensure that Renasant remained on target with its projected amount of merger expense (the Day 1 CECL impact would be fixed once the merger was completed). As in past years, guidance and forecasts from independent investment analysts who follow Renasant’s performance were consulted to confirm that our budgeted results for 2025 represented substantial goals. In 2025, management also consulted analysts’ guidance and forecasts for FBMS. When the compensation committee met in late 2024 and early 2025 to consider the 2025 executive compensation program, it took into account the expectations about the 2025 operating environment for financial institutions, as reflected in Renasant’s 2025 budget, the impact of the FBMS merger and analysts’ consensus estimates with respect to both Renasant and FBMS. As explained more fully below, the compensation committee continued to structure our executive compensation program to emphasize the generation of stable, long-term growth, the alignment of executives’ financial interests with those of our shareholders, and the retention of key talent. The completion of the FBMS merger, the successful integration of FBMS’s operations into Renasant’s, and the realization of the cost savings and other efficiencies anticipated in the FBMS merger were Renasant’s primary strategic goals in 2025. However, the board and Renasant management also continued to emphasize the importance of Renasant maintaining, and expanding upon, improvements to the operational efficiency of Renasant’s legacy operations. With respect to the performance measures for the short-term cash incentive, the compensation committee, recognizing that Renasant’s 2025 annual budget was founded upon a successful (and timely) completion of the FBMS merger and integration of FBMS’s operations into Renasant’s as well as solid growth in Renasant’s legacy operations, all within the context of an unpredictable operating environment in 2025 (in light of the factors noted above), concluded that achieving “core” budgeted amounts with respect to earnings, profitability and efficiency would represent successful performance by our executive management and Renasant. As a result, and consistent with past practice, the compensation committee set target performance measures in line with budgeted amounts.

  36. Base Salary

    Base Salary In setting base salaries for 2025, the compensation committee took into account Mr. Chapman’s expected assumption of the chief executive officer role on May 1, 2025 as well as Mr. Waycaster’s transition to the executive vice chairman role at the same time. For Mr. Waycaster, consistent with his employment agreement, the committee elected to maintain his base salary at 2024 levels until the chief executive officer transition, at which point his base salary would decline to 60% of his CEO-level base salary, recognizing his reduced responsibilities following the transition. The compensation committee elected to slightly increase Mr. Chapman’s salary at the beginning of 2025, reflecting his continued high performance as Renasant’s president and chief operating officer; the compensation committee then further raised Mr. Chapman’s salary upon his assumption of the chief executive officer role, beginning the process of bringing Mr. Chapman’s salary more in line with chief executive officer base salaries at institutions in our compensation peer group. As to the other NEOs, Mr. Waycaster, with Mr. Chapman’s concurrence, recommended increases in base salaries for senior executive management. The increases were intended to more closely align our NEOs’ base salaries with the median of our compensation peer group for similarly-situated executives (recognizing that base salaries were not adjusted from 2023 to 2024) and, for Mr. Jeanfreau, to reflect the growth in his duties beyond the leadership of our legal function. The compensation committee concurred with Mr. Waycaster’s recommendations. The table below sets forth NEO base salaries for 2025 as compared to base salaries in effect at the end of 2024:

  37. Annual Performance-Based Cash Awards

    Annual Performance-Based Cash Awards Annual performance-based cash awards are made under the PBRP and are contingent on Renasant-wide performance. Payouts are based on threshold, target or superior levels of performance, expressed as a percentage of each executive’s base salary. There are no payouts under the PBRP for performance below threshold; maximum payouts are capped regardless of performance above the superior level. 2025 PBRP Payout Opportunities The compensation committee concluded that Renasant’s budgeted results demanded a high level of performance from executive management, especially considering that management was tasked with achieving these results while also planning for the successful completion of the FBMS merger and the subsequent systems conversion and integration of FBMS’s operations into Renasant’s. For Mr. Waycaster, his PBRP opportunity was structured to reflect his changing role in 2025: while he remained CEO, his potential payouts (as a percentage of base salary) remained the same as in 2024; these potential payouts were reduced once he transitioned to the executive vice chairman role. Similarly, Mr. Chapman’s potential payouts were increased in anticipation of his assumption of the chief executive officer title. For the remaining NEOs, the compensation committee determined that the potential payouts (as a percentage of base salary) at threshold, target and superior levels were sufficient to provide the opportunity to increase annual cash compensation due to our performance. The committee also considered these percentages in light of budgeted earnings, profitability and operational efficiency for 2025 and the FBMS merger. The following table illustrates potential payouts expressed as a percentage of base salary.

  38. Annual Performance-Based Cash Awards

    | 2025 Potential PBRP Payouts as a Percentage of Base Salary | | | | | | Threshold | Target | Superior | | Mr. Waycaster (January 1 - April 30) | 52.5% | 105% | 210% | | Mr. Waycaster (May 1 - December 31) | 30.0% | 60% | 120% | | Mr. Chapman | 52.5% | 105% | 210% | | Mr. Mabry | 37.5% | 75% | 150% | | Mr. Jeanfreau | 37.5% | 75% | 150% | | Mr. Perry | 32.5% | 65% | 130% |

  39. Annual Performance-Based Cash Awards

    2025 PBRP Performance Measures and Goals The following table lists the performance measures the compensation committee selected for purposes of the performance-based cash award for 2025 and the committee’s rationale for selecting each measure. In the committee’s view, each of these measures may be appropriately measured over an annual period.

  40. Annual Performance-Based Cash Awards

    | PBRP Performance Measures | Why We Chose This Measure | | Diluted earnings per share (“EPS”) | Earnings directly correlate to shareholder value | | Efficiency ratio | Reinforces Renasant’s emphasis on improving operational efficiency | | Return on average tangible common equity (“ROTCE”) (non-GAAP) | Reflects the profitable use of our capital and how effectively our capital is deployed |

  41. Annual Performance-Based Cash Awards

    For 2025, all three performance metrics were absolute measures, measuring only our performance (rather than comparing our performance relative to the performance of a peer group). Consistent with past practice, the committee decided that judging our annual performance on an absolute basis was appropriate because unpredictable events (such as a sale of assets for a significant gain or loss) can materially impact a company’s earnings, profitability or efficiency ratio and thus significantly skew Renasant’s performance relative to its peers’ for the relevant year. If annual performance were measured relative to a peer group, PBRP outcomes may not be truly reflective of our named executives’ performance. In March 2025, the committee approved the specific performance levels for the EPS, efficiency ratio and ROTCE performance measures for 2025. For each 2025 performance metric, the target level was set at our budgeted level, excluding the impact of merger expenses and the Day 1 CECL impact (that is, the levels were tied to “adjusted” amounts). Threshold and superior performance levels for EPS and ROTCE were set at 95% and 105%, respectively, of the target level. Threshold and superior performance levels for the efficiency ratio were derived from the comparable performance levels for EPS, with 50% of the change in EPS between the respective performance levels allocated to net revenue and the remaining 50% of the change in EPS allocated to noninterest expense. The following table compares the target performance levels for 2025 to our actual results for 2024.

  42. Annual Performance-Based Cash Awards

    | Performance Measure | Results for the Year Ended December 31, 2024 (non-GAAP)(1) | 2025 Target Performance | | | | | Target Performance Level | Increase Over 2024 Outcome | | Diluted earnings per share | $2.76 | $3.00 | 8.7% | | Efficiency ratio | 66.30% | 61.58% | 7.1% | | ROTCE (non-GAAP) | 11.55% | 12.60% | 9.5% |

  43. Annual Performance-Based Cash Awards

    (1)Includes adjustments to each of diluted earnings per share, efficiency ratio and ROTCE described in the “Annual Performance-Based Cash Awards - Discretionary Cash Bonuses” section of our proxy statement for our 2024 Annual Meeting of Shareholders. Appendix A of such proxy statement includes a reconciliation of these non-GAAP measures to their most comparable measures under GAAP. Adjusted diluted EPS, adjusted efficiency ratio and adjusted ROTCE are non-GAAP financial measures. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about these measures. 2025 PBRP Performance Results and Payouts The table below provides the weight given to each performance measure, specific threshold, target and superior performance levels for each measure and our results for 2025 as certified by the compensation committee. The compensation committee believes that diluted earnings per share is the best indicator of overall performance and the delivery of shareholder value, and so the committee gave this measure the most weight. The committee assigned a greater weight to the efficiency ratio than ROTCE to continue its emphasis on the importance of enhancing our operational efficiency.

  44. Annual Performance-Based Cash Awards

    | 2025 Company-Wide Performance Measures | | | | | | | | Performance Measure | Weight | Threshold Performance | Target Performance | Superior Performance | 2025 Performance (Actual) | 2025 Performance (Adjusted)(1) | | Diluted earnings per share | 50% | $2.85 | $3.00 | $3.15 | $2.07 | $3.07 | | Efficiency ratio | 30% | 62.99% | 61.58% | 60.21% | 65.00% | 60.08% | | ROTCE (non-GAAP) | 20% | 11.97% | 12.60% | 13.23% | 9.65% | 13.85% |

  45. Annual Performance-Based Cash Awards

    (1) ROTCE as well as the adjusted 2025 performance results for diluted EPS, efficiency ratio and ROTCE are non-GAAP financial measures. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about these measures. The information immediately below reconciles each adjusted 2025 performance result to its most comparable measure under GAAP. The following tables illustrate the impact of merger expenses and Day 1 CECL on our 2025 results and how we derived our adjusted performance results for purposes of the 2025 PBRP:

  46. Annual Performance-Based Cash Awards

    | Diluted Earnings per Share (EPS) | | | 2025 Actual EPS (GAAP) | $2.07 | | Merger and conversion related expenses | 0.56 | | Day 1 acquisition provision for credit losses and unfunded commitments | 0.76 | | Tax effect of adjustments | (0.32) | | 2025 Adjusted EPS (non-GAAP) | $3.07 |

  47. Annual Performance-Based Cash Awards

    | Efficiency Ratio | | | 2025 Actual efficiency ratio (GAAP) | 65.00% | | Merger and conversion related expenses | (4.92) | | 2025 Adjusted efficiency ratio (non-GAAP) | 60.08% |

  48. Annual Performance-Based Cash Awards

    | Return on Average Tangible Common Equity (ROTCE) | | | 2025 Actual ROTCE (non-GAAP) | 9.65% | | Merger and conversion related expenses | 2.36 | | Day 1 acquisition provision for credit losses and unfunded commitments | 3.19 | | Tax effect of adjustments | (1.35) | | 2025 Adjusted ROTCE (non-GAAP) | 13.85% |

  49. Annual Performance-Based Cash Awards

    After these adjustments, our EPS fell between the target and superior performance levels, and both the efficiency ratio and ROTCE exceeded the superior performance level. To determine PBRP payouts for 2025, the compensation committee reviewed Renasant’s actual results against the budgeted results for our core operations. Before certifying payout amounts, the compensation committee also reviewed merger expenses actually incurred in connection with the FBMS merger against management’s projections for these amounts when we announced the merger in July 2024. The committee believed this comparison would provide insight on whether management efficiently executed its plans for the completion of the merger, systems conversion and integration. The compensation committee noted that Renasant’s actual merger expenses were substantially in line with the originally projected amount. Considering this information together with Renasant's 2025 performance results, the compensation committee concluded that our named executives had generally performed at a high level in 2025. The table below sets forth the performance outcomes for each PBR performance metric and the resulting payouts to our named executives:

  50. Annual Performance-Based Cash Awards

    | PBRP 2025 Payouts | | | | | | | | | | | | Results | | | Payouts | | | | | | | Performance Measure | % of Award | 2025 Performance Outcome | Award Level | Mr. Waycaster | Mr. Chapman | Mr. Mabry | Mr. Cole | Mr. Jeanfreau | Mr. Perry | | Diluted earnings per share | 50% | $3.07 | 102% of Target | $329,518 | $593,374 | $316,028 | $228,070 | $260,139 | $238,205 | | Efficiency ratio | 30% | 60.08% | 103% of Target | 269,605 | 485,488 | 258,568 | 186,602 | 212,841 | 194,895 | | Return on average tangible common equity (non-GAAP) | 20% | 13.85% | 110% of Target | 179,737 | 323,658 | 172,379 | 124,402 | 141,894 | 129,930 | | Total | 100% | | 104% of Target | $778,860 | $1,402,520 | $746,975 | $539,074 | $614,874 | $563,030 |

  51. Annual Performance-Based Cash Awards

    Mr. Cole is included in the table above because, although he was not generally part of Renasant’s executive compensation program in 2025, we entered into an amendment to Mr. Cole’s employment agreement in March 2026 that impacted his participation in the PBRP. Mr. Cole's employment agreement provided that he participated in the PBRP with a potential payout at the target level of performance equal to 75% of his base salary (and with payouts at the threshold and superior performance levels similar to Mr. Jeanfreau’s payouts at such levels, as described above). As to the performance period, prior to the amendment, instead of a calendar year period, Mr. Cole’s performance was to be measured from April 1, 2025 to March 31, 2026 (and similarly for 2026 to 2027). This period was designed to align Mr. Cole’s annual cash bonus with Renasant’s anticipated timing to complete systems conversion and the integration of FBMS’s operations into Renasant’s. By the first quarter of 2026, it became clear to Mr. Chapman that our integration efforts, and especially those efforts in which Mr. Cole had played a significant role, had been substantially completed by the end of 2025 (systems conversion occurred in August 2025), and that Mr. Cole performed at a high level in this regard. To award Mr. Cole for his efforts, and to align his ongoing participation in the PBRP with that of our other senior executives’, we amended Mr. Cole’s employment agreement so that he would participate in the PBRP for the 2025 calendar year, with his bonus pro-rated to reflect that he was a Renasant employee only for nine months of 2025. For additional details about the amendment to Mr. Cole’s employment agreement, please refer to the Current Report on Form 8-K that we filed with the SEC on March 16, 2026.

  52. Equity Awards

    Equity Awards Equity Awards Made in 2025 In 2025, the compensation committee approved the grant of time-based and performance-based restricted stock awards to our NEOs (except that Mr. Waycaster did not receive a performance-based award). Both types of awards are considered variable because the ultimate value of the awards is directly linked to our share price. In addition, both awards support the objectives of our compensation program to promote retention of our NEOs and to align the interests of our NEOs with those of our shareholders. The performance-based restricted stock also supports our compensation program objectives by incenting our NEOs to drive positive operational and performance results. Reflecting Mr. Waycaster’s change in role to solely Executive Vice Chairman and his staged transition to retirement, the compensation committee elected to grant Mr. Waycaster a time-based restricted stock award, subject to a two-year vesting period, which the compensation committee believes creates retentive value. Setting Target Equity Award Value. For 2025, the committee approved each NEO’s target equity award value and the allocation of the value equally between time-based restricted stock awards and performance-based restricted stock awards based on a variety of factors, including role, contributions, market data, and recommendations from our chief executive officer (for all NEOs other than himself). The value of Mr. Waycaster’s stock awards was set in connection with the negotiation of the amendment to his employment agreement to memorialize his transition from our chief executive officer to our executive vice chairman. The following table below shows each NEO’s target equity award value, and the number of time-based and performance-based restricted stock award granted to each NEO:

  53. Equity Awards

    | NEO | Target Equity Award Value | Time-based Restricted Stock (#) | Performance-based Restricted Stock (at target) (#) | | Mr. Waycaster | $700,000 | 19,278 | n/a | | Mr. Chapman | 1,100,000 | 15,147 | 15,147 | | Mr. Mabry | 560,000 | 7,711 | 7,711 | | Mr. Jeanfreau | 500,000 | 6,885 | 6,885 | | Mr. Perry | 480,000 | 6,609 | 6,609 |

  54. Equity Awards

    Three-Year Performance-Based Awards. In December 2024, the compensation committee approved the award of performance-based restricted stock awards with a three-year performance cycle beginning on January 1, 2025 and ending on December 31, 2027 to each NEO other than Mr. Waycaster. Each NEO may earn between 0% and 150% of his target grant based on achieved performance against the following three performance metrics relative to peer performance: (i) return on average tangible common equity measured on a pre-provision net revenue (“PPNR”) basis (non-GAAP), (ii) return on average tangible assets measured on a PPNR basis (non-GAAP) and (iii) total shareholder return. Relative measures ensure our NEOs are rewarded only if our performance meets or exceeds the performance of our peer group, regardless of whether these measures improve on an absolute basis. •Return on average tangible common equity measured on a PPNR basis (“ROTCE (PPNR)”) (non-GAAP) – ROTCE (PPNR) measures the profitable use and deployment of our capital, excluding the effect of income taxes and decisions with respect to provisioning for credit losses (or recoveries of prior provisioning) on the calculation of the return. Although the compensation committee also uses ROTCE as a measure for our annual performance-based cash awards, for the annual cash award ROTCE is measured on an absolute basis over a one-year period, while for the performance-based equity awards ROTCE is calculated (1) on a pre-provision net revenue basis, (2) over a three-year performance cycle, and (3) relative to a peer group. The committee determined that calculating ROTCE (PPNR) on a relative basis for the performance-based equity awards is appropriate because the volatility in ROTCE (PPNR) due to unexpected or nonrecurring items among Renasant and its peers is significantly reduced over a three-year period. The committee believes that these differences create a meaningful distinction with the ROTCE performance measure applicable to the annual cash award, and it is appropriate to incentivize both beneficial deployment of our capital on a short-term basis and to evaluate the long-term use and allocation of our capital to ensure that decisions made each year produce consistent results aligned with the creation of shareholder value over a longer period. •Return on average tangible assets measured on a PPNR basis (“ROTA (PPNR)”) (non-GAAP) – ROTA (PPNR) measures how effectively our executives generate profits from our tangible assets, excluding the effect of income taxes and credit loss provisioning decisions, similar to ROTCE (PPNR) above. •Total shareholder return (“TSR”) – TSR measures the financial gain that results from changes in our stock price plus dividends we have paid. The committee uses this measure because it is indicative of the absolute creation of long-term value for our shareholders. ROTCE (PPNR) and ROTA (PPNR) are non-GAAP financial measures. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about these measures as well as a reconciliation of these measures to their most comparable measure under GAAP. The compensation committee believes that ROTCE (PPNR) and ROTA (PPNR) (non-GAAP) equally measure overall performance, and so it weighted these measures equally. TSR was given a lesser weight because this measure may be impacted by factors outside the control of our NEOs, such as macroeconomic factors like interest rates or market factors that are not uniformly applicable to institutions in our peer group. The table below indicates the weight given to each measure and the specific threshold, target and superior performance levels designated by the compensation committee

  55. Equity Awards

    | 2025 Performance Measures - Three-Year Performance Cycle Ending December 31, 2027 | | | | | | Performance Measure | Weight | Threshold Performance | Target Performance | Superior Performance | | | | Peer Percentile | | | | ROTCE (PPNR) (non-GAAP) | 40% | 25th | 50th | 75th | | ROTA (PPNR) (non-GAAP) | 40% | 25th | 50th | 75th | | TSR | 20% | 25th | 50th | 75th |

  56. Equity Awards

    The table below reflects potential payouts, in shares, for threshold, target and superior performance, with no payout available for performance below the threshold level.

  57. Equity Awards

    | 2025 Potential LTIP Payouts - Three-Year Performance Cycle Ending December 31, 2027 | | | | | | Threshold | Target | Superior | | Mr. Chapman | 10,098 | 15,147 | 22,721 | | Mr. Mabry | 5,141 | 7,711 | 11,567 | | Mr. Jeanfreau | 4,590 | 6,885 | 10,328 | | Mr. Perry | 4,406 | 6,609 | 9,914 |

  58. Equity Awards

    Three-Year Time-Based Awards. In December 2024, the compensation committee awarded each NEO (other than Mr. Waycaster) time-based restricted stock awards subject to three-year cliff vesting. Reflecting Mr. Waycaster’s transition to the executive vice chairman role, the compensation committee awarded Mr. Waycaster a time-based restricted stock award subject to a two-year vesting period. The table below details the two-year time-based award made to Mr. Waycaster and the three-year time-based awards made to our other NEOs for 2025 and the applicable vesting dates.

  59. Equity Awards

    | 2025 Time-Based Awards | | | | | Executive | Number of Shares | Award Date | Vesting Date | | Mr. Waycaster | 19,278 | January 1, 2025 | January 1, 2027 | | Mr. Chapman | 15,147 | January 1, 2025 | January 1, 2028 | | Mr. Mabry | 7,711 | January 1, 2025 | January 1, 2028 | | Mr. Jeanfreau | 6,885 | January 1, 2025 | January 1, 2028 | | Mr. Perry | 6,609 | January 1, 2025 | January 1, 2028 |

  60. Equity Awards

    Performance-Based Equity Awards Vesting in 2025 Performance-based equity awards made at the beginning of 2023 under the LTIP were subject to a three-year performance cycle that ended December 31, 2025. The performance measures applicable to the awards were ROTA (PPNR) (non-GAAP), ROTCE (PPNR) (non-GAAP) and TSR, all measured on a relative basis (that is, as compared to our peer group). A discussion of these awards can be found in our proxy statement for our 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 13, 2024. Upon completion of the three-year performance period applicable to these awards, the compensation committee reviewed the results of each performance metric. Over the performance period, our ROTA (PPNR) (non-GAAP) and ROTCE (PPNR) (non-GAAP) each fell between the threshold and target performance levels, while TSR fell below the threshold performance level. Consistent with its historical practice of not adjusting performance results applicable to equity awards, the committee confirmed these results without adjustment. The table below provides specific information about the performance results relative to our peer group and the payouts, in shares, for each of our NEOs for the three-year performance cycle that ended December 31, 2025:

  61. Equity Awards

    | LTIP Payouts - Three Year Performance Cycle Ending December 31, 2025 | | | | | | | | | | | Results | | | Payouts | | | | | | Performance Measure | % of Award | 2025 Performance Outcomes (percentile) | Award Level | Mr. Waycaster | Mr. Chapman | Mr. Mabry | Mr. Jeanfreau | Mr. Perry | | ROTCE (non-GAAP) | 40% | 38th | 76% of Target | 5,999 | 3,911 | 2,336 | 1,740 | 2,335 | | ROTA (non-GAAP) | 40% | 38th | 76% of Target | 5,998 | 3,910 | 2,336 | 1,740 | 2,335 | | TSR | 20% | 14th | 28% of Target | — | — | — | — | — | | Total | 100% | 66.4% of Target | | 11,997 | 7,821 | 4,672 | 3,480 | 4,670 |

  62. Equity Awards

    Please refer to Appendix A, Non-GAAP Financial Measures, for more information about ROTCE (non-GAAP) and ROTA (non-GAAP) as well as a reconciliation of these measures to the most comparable measures under GAAP.

  63. Compensation Committee Practices

    | Structure of Long-Term Equity Incentive | Our long-term equity incentive has the following features that promote shareholder alignment: •Performance cycles are three years, allowing longer-term performance to be fully reflected in our compensation decisions •Payouts are tied to relative performance measures, such that compensation decisions reflect performance relative to our peer group •Equity incentive performance measures differ from measures applicable to the annual cash incentive, with the goal that compensation decisions reflect a broader range of results | | | | Stock Ownership Guidelines | Stock ownership guidelines apply to our NEOs and other executive officers. As of January 1, 2026 the stock ownership of each of our NEOs exceeded the applicable guidelines. | | | | | NEO | Ownership Guidelines | Renasant Stock Owned (Multiple of Base Salary)(1) | | | Mr. Chapman | 5x of base salary | 6.90x | | | Mr. Mabry | 2.5x of base salary | 5.34x | | | Mr. Waycaster(2) | 2.5x of base salary | 14.59x | | | Mr. Cole | 2.5x of base salary | 8.14x | | | Mr. Jeanfreau | 2.5x of base salary | 3.46x | | | Mr. Perry | 2.5x of base salary | 5.09x | | | (1) We include shares directly and indirectly owned, including shares subject to time-based restrictions, shares owned by immediate family and shares owned through our 401(k) and DSU plans. We exclude pledged shares and shares subject to performance measures. (2) Because he was not chief executive officer as of January 1, 2026, Mr. Waycaster’s stock ownership requirement was the level applicable to our named executives other than the CEO. | | | | Equity Retention | Our NEOs must hold Renasant stock for a period of two years following vesting or the end of a performance cycle. The requirement applies to the full number of shares that vest or are finally awarded, net of shares withheld for the payment of taxes. During this holding period, the shares cannot be sold, pledged, mortgaged or otherwise disposed of. The requirement is waived only in the event of death, disability, retirement or a change in control. | | | | Anti-Hedging and Pledging | Our NEOs are subject to Renasant’s Hedging Policy, which prohibits our directors, officers and employees, including our NEOs, from engaging in transactions that have the effect of hedging the economic risks associated with the ownership of Renasant stock. Although the policy does not prohibit pledging, any stock that is pledged cannot be used to satisfy our stock ownership guidelines. You can find more information about our Hedging Policy above in the Corporate Governance and the Board of Directors section under the heading “Governing Documents and Practices.” | | |

  64. Compensation Committee Practices

    Independent Advice. For 2025 the compensation committee continued its relationship with Meridian as its independent executive compensation adviser. The charter of the compensation committee requires the committee to consider whether its advisers are independent based on the factors set forth in the NYSE Listing Manual, and the committee determined that Meridian was independent during 2025. Meridian works at the direction of the compensation committee, and the decision to retain Meridian was at the sole discretion of the committee. Services provided by Meridian are described above under the “Decision-Making Process for 2025” heading and in the Board Members and Compensation section under the heading “Director Compensation.” Meridian did not provide any additional services to the committee or Renasant in 2025. Peer Group. The peer group used in connection with setting 2025 executive compensation consists of publicly-traded regional financial institutions that have business models similar to Renasant’s from a product and service offerings perspective, with a preference for institutions with a geographic footprint overlapping Renasant’s. The peer institutions range in asset size from approximately 50% to two times Renasant’s expected asset size following completion of the FBMS merger (as projected when the peer group was compiled, as set forth in the table below). The compensation committee approved this peer group in the fall of 2024, when it began the process of determining 2025 compensation levels. The 21 institutions included in the group had the following characteristics:

  65. Compensation Committee Practices

    (1) Assumed that the FBMS merger was completed in the first half of 2025. For 2025, Meridian recommended the 21 institutions for the peer group, and the compensation committee concurred with these recommendations. The financial institutions in our compensation peer group for 2025 were:

  66. Compensation Committee Practices

    Benchmarking. Benchmarking refers to the practice of setting total compensation or one or more components of compensation with reference to the compensation practices of other financial institutions. The compensation committee believes that our executives should generally be paid total compensation that is at or near the median of our peer group when performance is measured at target levels. Accordingly, it evaluates practices across our peer group to determine median compensation levels as well as to understand how total compensation is allocated among different elements of compensation. The committee believes that this practice enables it to set compensation at levels sufficient to act as a retention device while ensuring that compensation levels do not become excessive. Employment Agreements. We have entered into employment agreements with our NEOs. The agreements are primarily intended to promote retention, impose standard restrictive covenants that protect our proprietary information and business and provide compensation opportunities that are relatively consistent for each of our NEOs. More information about the terms of these employment agreements can be found below in the Compensation Tables section under the heading “Payments and Rights on Termination or Change in Control.” Tax Considerations. Under Section 162(m) of the Internal Revenue Code of 1986, as amended, we cannot deduct compensation paid to our NEOs that is in excess of $1 million, regardless of the form of the compensation. Because the compensation committee believes that our executive compensation program should be structured to broadly advance our objectives, the Section 162(m) limit (and the potential loss of a tax deduction) is only one of the factors that the committee considers when it makes determinations. Benefits and Perquisites. Our executive compensation program focuses on the delivery of appropriate levels of direct compensation, with the view that our NEOs should be provided with basic perquisites and benefits and the opportunity to voluntarily save for retirement and other financial needs on a tax-deferred basis. Consistent with this focus, during 2025 our NEOs had access to the following benefits and perquisites: •Insurance-type group benefits that are generally available to all Renasant employees, including health and dental coverage and life and disability benefits. Our NEOs are also provided additional life and disability insurance coverage through group policies. •A broad-based 401(k) plan, including a Company matching contribution. Consistent with our efforts to contain expenses, our NEOs and other senior executive officers do not receive a profit-sharing contribution to their 401(k) plan accounts. •Two voluntary deferral plans, our DSU Plan and our Deferred Income Plan. We do not contribute to these arrangements. •Dues for memberships in professional and civic organizations, country club dues and car allowances. More information about our benefit plans, including legacy arrangements under which benefits no longer accrue, can be found below in the Compensation Tables section under the headings “Pension Benefits” and “Non-Qualified Deferred Compensation”; information about the types and value of the perquisites provided to our NEOs can be found in the 2025 Summary Compensation Table in the “All Other Compensation” column.

  67. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  68. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Changes in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | A | B | C | D | E | F | G | H | I | | C. Mitchell Waycaster(1) Principal Executive Officer | 2025 | $561,667 | $— | $689,189 | $778,860 | $35,040 | $110,911 | $2,175,667 | | | 2024 | 765,000 | — | 1,239,222 | 1,366,065 | 17,017 | 125,261 | 3,512,565 | | | 2023 | 765,000 | 602,438 | 1,304,934 | — | 14,356 | 122,016 | 2,808,744 | | Kevin D. Chapman(1) Principal Executive Officer | 2025 | $775,000 | $— | $1,083,011 | $1,402,520 | $— | $96,396 | $3,356,927 | | | 2024 | 630,000 | — | 835,197 | 910,710 | — | 87,397 | 2,463,304 | | | 2023 | 620,000 | 401,625 | 855,947 | — | — | 80,319 | 1,957,891 | | James C. Mabry IV Principal Financial Officer | 2025 | $575,000 | $— | $551,337 | $746,975 | $— | $82,551 | $1,955,863 | | | 2024 | 560,000 | — | 557,471 | 714,282 | — | 89,417 | 1,921,170 | | | 2023 | 560,000 | 315,000 | 522,576 | — | — | 87,609 | 1,485,185 | | M. Ray (Hoppy) Cole, Jr.(2)(3) Senior Executive Advisor | 2025 | $420,000 | $450,000 | $525,033 | $539,074 | $152,448 | $34,026 | $2,120,581 | | Mark W. Jeanfreau(3) Executive Vice President | 2025 | $475,000 | $— | $492,278 | $614,875 | $630 | $73,365 | $1,656,148 | | Curtis J. Perry Executive Vice President | 2025 | 500,000 | — | 472,544 | 563,030 | — | 68,922 | $1,604,496 | | | 2024 | 490,000 | — | 478,121 | 541,664 | 1,987 | 72,003 | 1,583,775 | | | 2023 | 490,000 | 238,875 | 507,151 | — | — | 71,744 | 1,307,770 |

  69. 2025 Summary Compensation Table

    (1)In 2025, Mr. Waycaster served as our chief executive officer, and principal executive officer, from January 2025 through April 30, 2025. Mr. Chapman served as our chief executive officer, and principal executive officer, from May 1, 2025 through the end of 2025. (2)Mr. Cole became a named executive officer in 2025 following the completion of the FBMS merger. In connection with the merger, Mr. Cole and Renasant entered into an employment agreement that included the payment of a fixed bonus amount and the award of time-based restricted stock with a specified value. Details about Mr. Cole’s employment agreement are included in the proxy statement/prospectus that we filed with the SEC with respect to the FBMS merger on September 17, 2024. The March 2026 amendment to Mr. Cole’s employment agreement is described in the CD&A under the heading “2025 Compensation Decisions,” in the subsection labeled “Annual Performance-Based Cash Awards.” (3)Mr. Cole and Mr. Jeanfreau became named executives in 2025. SEC rules permit us to omit compensation information for years prior to the individual becoming a named executive officer. General. The 2025 Summary Compensation Table above includes information about the compensation earned by our principal executive officers, our principal financial officer and the three other most highly compensated executive officers of Renasant in 2025 for services that they rendered for Renasant during the fiscal years ending December 31, 2025, 2024 and 2023 (other than Messrs. Cole and Jeanfreau, as explained in note 3 immediately above). The compensation included in the table represents both cash payments and the value of other forms of compensation, as follows: •Column C, Salary – Amounts included in this column represent base salary earned by our named executives, some of which may have been voluntarily deferred under our 401(k) plan or our non-qualified deferred compensation plans, the Deferred Income Plan and the DSU Plan. Please refer to the tables under the “Non-Qualified Deferred Compensation” heading below for information about our named executives’ deferral of 2025 salary into our Deferred Income Plan and DSU Plan. •Column D, Bonus – Amounts in this column report cash bonuses paid on a discretionary or contractual basis. Some of these amounts may have been voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan. Discretionary bonuses were not a component of our executive compensation program during 2025 or 2024. Mr. Cole’s bonus was provided for under his employment agreement. Please refer to the Compensation Discussion and Analysis section of Renasant’s proxy statement for its 2024 annual meeting for a description of our compensation committee’s rationale for the payment of discretionary bonuses with respect to 2023 as well as the committee’s considerations in determining the amount of such bonuses. •Column E, Stock Awards – Amounts in this column represent the value of non-cash compensation granted or awarded under our LTIP, which may be performance-based or time-based. Performance-based awards may or may not be earned by an executive, depending upon the achievement of performance measures; time-based awards are earned contingent on the completion of the designated service period. Options are not a component of our compensation program. •Column F, Non-Equity Incentive Plan Compensation – Amounts in this column represent cash bonuses earned under our PBRP based on the achievement of performance measures. Some of these amounts may have been voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan. •Column G, Changes in Pension Value and Non-qualified Deferred Compensation Earnings – Amounts in this column represent changes in the actuarial present value of benefits accrued under our tax-qualified pension plan and any above-market earnings credited under our Deferred Income Plan (decreases in the actuarial present value of pension benefits are excluded from this column as required by SEC rules). Refer to the information below under the heading “Changes in Pension Value and Non-qualified Deferred Compensation Earnings” for details on the specific amounts covered by this column. •Column H, All Other Compensation – Amounts in this column represent the value of other compensation we pay or provide to our named executives, such as car and housing allowances, insurance premiums, membership dues and dividends on restricted stock awards. Cash Bonuses. The amounts reported in Column D, labeled “Bonus” and Column F, labeled “Non-Equity Incentive Plan Compensation,” reflect the annual cash bonuses earned and paid under the PBRP, the discretionary cash bonuses paid in 2023 and, for Mr. Cole, a retention bonus paid in 2025. All PBRP bonuses were subject to the attainment of performance measures. Mr. Cole’s retention bonus was fixed in his employment agreement, rather than being determined using the performance measures applicable under the PBRP, so we consider it to be a discretionary bonus and included the amount in Column D. More information about why annual cash bonuses are paid, the relationship of annual cash bonuses to other compensation components, the specific performance measures designated by the compensation committee, and potential amounts payable for threshold, target and superior performance can be found above in the CD&A under the heading “2025 Compensation Decisions,” in the subsection labeled “Annual Performance-Based Cash Awards.” Mr. Cole’s PBRP bonus is also discussed in that subsection. Restricted Stock Awards. Amounts reported in Column E, labeled “Stock Awards,” represent the value of restricted stock awarded under our LTIP, consisting of performance- and time-based awards. The dollar amounts reflect the aggregate fair value of the awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation,” referred to as “ASC 718.” Dividends accrue and are paid on restricted stock awards at the same rate as dividends on outstanding shares that are not restricted stock awards. Dividends are not included in our fair value determination. For performance-based awards, amounts included in Column E reflect the target award, which we consider the probable outcome of the performance conditions determined as of the date of award, consistent with our estimate of the aggregate compensation cost to be recognized over the applicable service period as of the award date under ASC 718. As permitted under the guidance in ASC 718, Renasant has elected to account for forfeitures in compensation cost when they occur. The fair value of the 2025 performance-based awards on the award date, assuming that superior performance was achieved, rather than target performance as reported in the table, was $812,258, $413,502, $369,208 and $354,408 for Messrs. Chapman, Mabry, Jeanfreau and Perry, respectively. Please refer to Note 13, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions we used to determine the fair value of our restricted stock awards. The number of target shares that corresponds to the value of our performance-based restricted stock awards included in Column E above is also listed in the Grants of Plan-Based Awards table below. Further information about why equity incentive awards are made, the relationship of these awards to other compensation components, the differences between performance- and time-based awards and among performance-based awards, the specific performance measures designated by the compensation

  70. 2025 Summary Compensation Table

    committee and the performance cycle, and potential shares receivable for threshold, target and superior performance can be found above in the CD&A under the heading “2025 Compensation Decisions,” in the subsection labeled “Equity Awards.” The Vested Restricted Stock table below sets forth the actual number of shares of restricted stock that vested during 2025. Changes in Pension Value and Non-Qualified Deferred Compensation Earnings. Amounts reported in Column G, labeled “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings,” reflect (1) above-market earnings on deferrals credited to our Deferred Income Plan, (2) for Mr. Waycaster, the year-over-year change in the actuarial present value of accumulated benefits under our pension plan, and (3) for Mr. Cole, the change since the merger date in the actuarial present value of accumulated benefits under the supplemental employee retirement plan that we assumed in connection with the merger (which is discussed in more detail under the “Pension Benefits” heading below). Earnings are considered “above-market” only if the credited interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. For 2025, the aggregate amounts of above-market earnings and changes in pension plan benefits were as follows:

  71. 2025 Summary Compensation Table

    | Name | Above-market Earnings | Pension Plan Change | Total | | Mr. Waycaster | $67 | $34,973 | $35,040 | | Mr. Cole | — | 152,448 | 152,448 | | Mr. Jeanfreau | 630 | — | 630 |

  72. 2025 Summary Compensation Table

    All Other Compensation. In addition to the amounts described above, we provide or pay certain additional amounts for the benefit of our named executives, the value of which is included in Column H, labeled “All Other Compensation.” These amounts include contributions to our 401(k) plan, group term life insurance premiums, dividends on restricted stock awards, automobile and housing allowances, dues for memberships in professional and civic organizations and country club dues. All of our NEOs receive a tax gross up for disability insurance premiums. Below is specific information about the other compensation paid to each of our named executives:

  73. 2025 Summary Compensation Table

    | Components of “All Other Compensation” for 2025 | | | | | | | | | | Name | 401(k) Plan Contributions | Long-term Care and Life Insurance Premiums | Restricted Stock Dividends | Automobile Allowance | Housing Allowance | Professional and Civic Organization/Country Club Dues | Gross Up | Total | | Mr. Waycaster | $14,000 | $247 | $78,892 | $12,000 | $— | $5,700 | $72 | $110,911 | | Mr. Chapman | 14,000 | 1,159 | 63,509 | 12,000 | — | 5,700 | 28 | 96,396 | | Mr. Mabry | 14,000 | 1,109 | 44,310 | 12,000 | — | 11,040 | 92 | 82,551 | | Mr. Cole | 11,631 | — | 6,809 | 9,000 | — | 6,586 | — | 34,026 | | Mr. Jeanfreau | 14,000 | 1,197 | 29,356 | 12,000 | 8,280 | 8,370 | 162 | 73,365 | | Mr. Perry | 14,000 | 1,109 | 34,422 | 12,000 | — | 7,215 | 176 | 68,922 |

  74. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on performance-based incentive awards and time-based equity awards made to our named executive officers for 2025.

  75. Grants of Plan-Based Awards

    | 2025 Plan-Based Awards | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan (PBRP) | | | Estimated Future Payouts Under Equity Incentive Plan (LTIP) | | | | | Name | Grant Date | Date of Compensation Committee Action | Threshold ($) | Target ($) | Superior ($) | Threshold (#) | Target (#) | Superior (#) | Grant Date Fair Value of Stock Awards ($) | | A | B | C | D | E | F | G | H | I | J | | Mr. Waycaster | 1/1/2025 | 12/11/2024 | 224,671 | 449,342 | 898,685 | | 19,278(1) | | 689,189 | | Mr. Chapman | 1/1/2025 | 12/11/2024 | 406,875 | 813,750 | 1,627,500 | 10,098 | 15,147(1) | 22,721 | 541,505 | | | 1/1/2025 | 12/11/2024 | | | | | 15,147(2) | | 541,505 | | Mr. Mabry | 1/1/2025 | 12/11/2024 | 215,625 | 431,250 | 862,500 | 5,141 | 7,711(1) | 11,567 | 275,668 | | | 1/1/2025 | 12/11/2024 | | | | | 7,711(2) | | 275,668 | | Mr. Cole | 4/1/2025 | 7/29/2024 | 155,502 | 311,004 | 622,008 | | 15,474(1)(3) | | 525,033 | | Mr. Jeanfreau | 1/1/2025 | 12/11/2024 | 178,125 | 356,250 | 712,500 | 4,590 | 6,885(1) | 10,328 | 246,139 | | | 1/1/2025 | 12/11/2024 | | | | | 6,885(2) | | 246,139 | | Mr. Perry | 1/1/2025 | 12/11/2024 | 162,500 | 325,000 | 650,000 | 4,406 | 6,609(1) | 9,914 | 236,272 | | | 1/1/2025 | 12/11/2024 | | | | | 6,609(2) | | 236,272 |

  76. Grants of Plan-Based Awards

    (1)Represents shares subject to time-based vesting awarded under the LTIP. Mr. Waycaster’s award is subject to a two-year service vesting period, Mr. Cole’s award vests on April 1, 2027, while the remaining time-based awards are subject to a three-year service vesting period. (2)Represents shares subject to performance measures and a three-year performance cycle (more fully described in the CD&A above) awarded under the LTIP. (3) This award was made pursuant to the employment agreement we entered into with Mr. Cole in connection with the FBMS merger. The date in Column C of the table reflects the date that our board of directors approved Mr. Cole’s employment agreement. We maintain two performance-based incentive plans: the PBRP, which is our annual cash bonus plan, and the LTIP. For payments and awards under the PBRP and LTIP that are intended to be performance-based, our compensation committee sets targeted payout levels, reflecting the attainment of threshold, target and superior performance levels. In the table above, Columns D, E and F represent potential cash payouts at each level under the PBRP on the first day of our fiscal year (the first day of the performance cycle); Columns G, H, and I represent potential payouts under the LTIP at each level expressed in the form of shares of our common stock; Column J reflects the award date fair value at the target level, which we consider the probable outcome of the performance conditions, determined in accordance with ASC 718.

  77. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025

  78. Outstanding Equity Awards as of December 31, 2025

    | Outstanding Equity Awards | | | | | | | | Name | Number of Shares that have not Vested (#) | Service Period Ends | Market Value of Shares that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares that have not Vested (#) | Performance Cycle Ends | Equity Incentive Plan Awards: Market Value of Unearned Shares that have not Vested ($) | | A | B | | C | D | | E | | Mr. Waycaster | 13,051 | 1/1/2026 | 459,656 | 18,397 | 12/31/2026 | 647,942 | | | 18,397 | 1/1/2027 | 647,942 | | | | | | 19,278 | 1/1/2027 | 678,971 | | | | | Mr. Chapman | 9,189 | 1/1/2026 | 323,637 | 12,399 | 12/31/2026 | 436,693 | | | 12,399 | 1/1/2027 | 436,693 | 15,147 | 12/31/2027 | 533,477 | | | 15,147 | 1/1/2028 | 533,477 | | | | | Mr. Mabry | 6,951 | 1/1/2026 | 244,814 | 8,276 | 12/31/2026 | 291,481 | | | 8,276 | 1/1/2027 | 291,481 | 7,711 | 12/31/2027 | 271,581 | | | 7,711 | 1/1/2008 | 271,581 | | | | | Mr.Cole | 5,349 | 12/15/2029 | 188,392 | | | | | | 15,474 | 4/1/2027 | 544,994 | | | | | Mr. Jeanfreau | 4,143 | 1/1/2026 | 145,916 | 5,548 | 12/31/2026 | 195,401 | | | 5,548 | 1/1/2027 | 195,401 | 6,885 | 12/31/2027 | 242,490 | | | 6,885 | 1/1/2028 | 242,490 | | | | | Mr. Perry | 4,973 | 1/1/2026 | 175,149 | 7,098 | 12/31/2026 | 249,992 | | | 7,098 | 1/1/2027 | 249,992 | 6,609 | 12/31/2027 | 232,769 | | | 6,609 | 1/1/2028 | 232,769 | | | |

  79. Outstanding Equity Awards as of December 31, 2025

    Stock Awards. Columns B and C reflect three-year time-based awards, a two-year time-based award to Mr. Waycaster and a two-year and five-year time-based award to Mr. Cole (Mr. Cole’s five-year award was assumed as part of the FBMS merger). The value of these awards is based on the per share market value of our common stock on December 31, 2025, which was $35.22 per share. Columns D and E in the table above include information about our performance-based awards with performance cycles ending on or after December 31, 2025. The value of our performance-based awards was determined using the per share market value of our common stock on December 31, 2025, $35.22 per share, and the number of shares equal to a target award. More information about our time- and performance-based restricted stock awards, including their respective vesting dates and performance cycles, can be found in the CD&A above under the heading “2025 Compensation Decisions” in the paragraph labeled “Equity Awards.” Unexercised Options. Our named executives did not own any stock options as of the end of 2025.

  80. Pension Benefits

    Pension Benefits

  81. Pension Benefits

    | Pension Benefits for 2025 | | | | | | Name | Type of Plan | Years of Credited Service | Present Value of Accumulated Benefit | Payments Made in 2025 | | A | B | C | D | E | | Mr. Waycaster | Defined Benefit Pension Plan | 18 | $327,104 | $— | | Mr. Cole | Supplemental Executive Retirement Plan | n/a | 3,780,912 | — |

  82. Pension Benefits

    The Bank maintains the Renasant Bank Amended and Restated Pension Plan, a tax-qualified defined benefit pension plan under which no participants have been added, no additional benefits have been earned and no additional service has been credited since December 31, 1996. Of our named executives, only Mr. Waycaster participated in and has accrued benefits under the pension plan. Years of credited service in Column C in the table above reflect service determined as of December 31, 1996; the accumulated benefits in Column D in the table above reflect the present value, at December 31, 2025, of benefits earned as of December 31, 1996. Mr. Waycaster’s benefits have fully vested, and he has satisfied the age and service conditions necessary for retirement. In connection with the FBMS merger, we assumed a supplemental executive retirement plan for the benefit of Mr. Cole (the “Cole SERP”). The Cole SERP provides for a lifetime annual supplemental retirement benefit for Mr. Cole, which became fully vested upon the completion of the FBMS merger. Under the Cole SERP, Mr. Cole is entitled to monthly payments beginning following his separation from service after attaining age 65 (if Mr. Cole dies, his benefit is paid in a lump sum). The amount of the benefit will be equal to (1) until Mr. Cole reaches age 80, 50% of Mr. Cole’s “projected compensation” (determined by reference to the average of the highest three amounts of base salary and bonus paid to Mr. Cole in any year of his employment, increased by 5% annually from the April 1, 2025 date of the completion of the FBMS merger until Mr. Cole reaches age 65), less $164,110 (which is the annual benefit under a supplemental executive retirement plan that FBMS maintained for Mr. Cole that FBMS terminated, and made a lump sum payment to Mr. Cole, in connection with the completion of the FBMS merger), and (2) once Mr. Cole reaches age 80, 50% of his projected compensation thereafter. Information about the valuation methods and assumptions we used to determine the accumulated benefits included under the pension plan and the Cole SERP reflected in Column D in the table above may be found in Note 13, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2025.

  83. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  84. Non-Qualified Deferred Compensation

    | Deferred Income Plan | | | | | | Name | 2025 Contributions by Executive | Aggregate Earnings | Aggregate Distributions | Balance as of Dec. 31, 2025 | | A | B | C | D | E | | Mr. Waycaster | $2,400 | $6,729 | $— | $128,054 | | Mr. Jeanfreau | 21,700 | 4,435 | — | 89,798 | | Mr. Perry | 235,416 | 44,425 | — | 1,123,623 |

  85. Non-Qualified Deferred Compensation

    The table above includes information about the participation of our named executives in our Deferred Income Plan, which is a voluntary non-qualified deferral plan under which only Messrs. Waycaster, Jeanfreau and Perry made deferrals during 2025. Column B in the table above includes the voluntary deferrals made by each participating executive; these amounts are also included in the “Salary” column of the 2025 Summary Compensation Table. Column C in the table above includes the earnings on plan balances. Earnings in 2025 for Messrs. Waycaster and Jeanfreau included “above-market earnings” in the amount of $67 and $630, respectively. Above-market earnings are also included in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the 2025 Summary Compensation Table. Column E in the table above is each executive’s balance in the Deferred Income Plan as of December 31, 2025, which is comprised of aggregate deferrals and aggregate earnings over the period of participation, all of which, for Messrs. Waycaster and Perry, has been reported in the summary compensation tables for 2025 and prior years (Mr. Jeanfreau was not an NEO prior to 2025). We did not make contributions to the Deferred Income Plan for the benefit of our named executives in 2025. A more complete description of our Deferred Income Plan is above in the Board Members and Compensation section under the heading “Director Compensation.”

  86. Non-Qualified Deferred Compensation

    | Deferred Stock Unit Plan | | | | | | Name | 2025 Contributions by Executive | Aggregate Earnings | Aggregate Distributions | Balance as of Dec. 31, 2025 | | A | B | C | D | E | | Mr. Waycaster | $— | $128 | $— | $3,182 | | Mr. Perry | — | 1,234 | — | 50,819 |

  87. Non-Qualified Deferred Compensation

    The table above includes information about the participation of our named executives in our DSU Plan, which is a voluntary non-qualified deferral plan. Amounts deferred under the DSU Plan are invested in units, each representing a share of our common stock. Dividend equivalents are credited as and when cash dividends are paid by us and then notionally reinvested in additional units. None of our named executive officers made deferrals to the DSU Plan in 2025. Column C in the table above includes the value of dividend equivalents credited during 2025. Column E in the table above is each participating named executive’s plan balance as of December 31, 2025, which represents the balance of accumulated deferrals and any dividend equivalents not yet notionally reinvested in units, all of which has been reported as compensation in the summary compensation tables for 2025 and prior years. A more complete description of our DSU Plan is above in the Board Members and Compensation section under the heading “Director Compensation.”

  88. Payments and Rights on Termination or Change in Control

    Payments and Rights on Termination or Change in Control General. Our named executives may receive compensation in the event of termination of employment. The compensation is payable under the terms of the employment agreements we have entered into with each of our named executives and under individual awards made under our PBRP and LTIP. The amount, nature and availability of compensation generally depends upon the circumstances of termination, which may include: •Termination by Renasant for cause; •Retirement or other voluntary termination; •Death or disability; •Termination by Renasant without cause or a named executive’s constructive termination; •Termination in connection with a change in control (Mr. Cole does not have a change in control benefit); or •The expiration of an employment agreement. More information about the compensation our named executives may receive in each of these circumstances is summarized below. The amount of compensation included in the tables below is based on the stated assumptions; it is important to note that the actual compensation received by an executive will be contingent upon a number of factors that are presently indeterminable, such as the date of termination, the circumstances giving rise to termination, base salary at the time of termination, Renasant’s performance in the year of termination, the specific terms of any employment agreement in effect at the time of termination and the specific terms of any individual grant or award made under our PBRP or LTIP. The descriptions below are based on our agreements in effect as of December 31, 2025, which may be different at the time of an executive’s termination. Employment Agreements. Effective as of January 1, 2016, we entered into an employment agreement with Mr. Chapman, which was amended effective January 1, 2025, to increase the amount payable in the event of a change in control or other qualifying separation. We entered into an employment agreement with Mr. Waycaster, effective January 1, 2016, which has been amended a number of times in recent years to reflect our succession plan as well as to reflect the board’s desire for Mr. Waycaster to continue his service as Executive Vice Chairman and as a director. These amendments reduced base salary and adjusted Mr. Waycaster’s participation in the PBRP and LTIP. The 2024 amendment to Mr. Waycaster’s agreement extended the term of his agreement, which now expires April 30, 2027, subject to automatic renewal unless either party elects to terminate the agreement as he continues to transition toward retirement as a Renasant employee. We entered into an employment agreement with Mr. Cole, effective as of April 1, 2025, the closing date of the FBMS merger, which was amended in March 2026, as discussed in the CD&A. Finally, in connection with their respective hiring, we entered into an employment agreement with each of Mr. Mabry, Mr. Perry and Mr. Jeanfreau. Mr. Jeanfreau’s agreement was amended in January 2025 to increase the amount payable in the event of a change in control or other qualifying separation. More information about these agreements is provided below. Unconditional Payments. Regardless of the circumstances of his termination, each of our named executives will receive certain unconditional payments, including earned base salary and vested account balances maintained in our 401(k) plan and non-qualified deferred compensation plans, as applicable. In addition, Mr. Waycaster will receive payments under our pension plan, while Mr. Cole will receive payments under the Cole SERP that we assumed in the FBMS merger. More information about these plans may be found in the CD&A and in the descriptions in the Compensation Tables section. We have not otherwise described or quantified these amounts below. Restrictive Covenants. As consideration for the payments that are described below, each of our named executives has agreed to certain restrictive covenants limiting their activities after separation from employment, generally as follows: •Each executive may not solicit our customers and depositors or our employees for two years following his separation for any reason. •Each executive is subject to a non-competition restriction that begins at the time of his separation. The duration of the restriction is two years for Mr. Cole. The duration of the restriction for our other NEOs is two years for separation following a change in control and one year following other types of separation. •Each executive must protect our confidential information and trade secrets indefinitely. Termination by Renasant for Cause. Under the employment agreements with our named executives, no benefits or payments vest or become payable if we terminate the executive for cause, except for the unconditional payments described above or as may be required by law. Certain vested benefits may be forfeited in the event of our termination of employment for cause. Generally, “cause” includes an executive’s (1) commission of willful misconduct materially injurious to us, including the improper disclosure of our confidential information, (2) indictment for a felony or a crime involving moral turpitude, (3) willful failure to perform the duties of his position with us, (4) breach of an applicable code of conduct, code of ethics or similar rules adopted by us, (5) a material violation of applicable securities laws, including the Sarbanes-Oxley Act of 2002, or (6) the willful breach of his employment agreement that is not cured after notice. Retirement or Other Voluntary Termination. A named executive is considered “retired” when either (1) he voluntarily separates from employment without cause on or after age 55 and after completing at least ten years of service with Renasant or (2) he voluntarily separates from service without cause on or after the attainment of age 65. As of December 31, 2025, Messrs. Waycaster and Cole have attained age 55 and completed ten years of service and can retire. Except as provided below and the unconditional payments described above, we do not provide our executives with any specific retirement payments or benefits: •For eligible employees employed by Renasant as of December 31, 2004, including their eligible dependents, we provide access to retiree medical benefits until age 65, and we pay a portion of the premium; only Mr. Waycaster’s spouse is covered under the plan. If Mr. Waycaster had retired as of December 31, 2025, he would have received a contribution toward retiree coverage of approximately $3,831, representing contributions for his spouse. •With respect to incentive awards, when a named executive retires he will receive his annual cash bonus under the PBRP, to the extent that applicable performance measures are achieved, prorated to reflect service prior to retirement and any bonus for a prior fiscal year that has not been paid, and his performance-based restricted stock awards will be settled at the end of the applicable performance cycles, to the extent that applicable performance measures are achieved, prorated to reflect service before retirement. •Time-based restricted stock awards will be prorated based on actual service prior to retirement and vest. If a named executive voluntarily terminates his employment before retirement, he receives no specific payments or benefits, other than the unconditional payments described above and any benefits that may be required by law. Death or Disability. If a named executive dies or becomes disabled while employed by us, he will receive the unconditional payments described above and one or more of the following: •For all of our officers, including our named executives, we provide life insurance in an amount equal to 250% of each officer’s base salary, subject to medical underwriting.

  89. Payments and Rights on Termination or Change in Control

    •Each of our named executives other than Mr. Waycaster will receive a cash bonus under the PBRP, to the extent that performance measures are achieved during the applicable performance cycle in which his death or disability occurs, prorated to reflect the period of service, and any bonus for a prior fiscal year that has not been paid. Mr. Waycaster no longer participates in the PBRP. •Each executive’s performance-based restricted stock awards will vest at the end of the applicable performance cycle to the extent that the performance measures are achieved, prorated to reflect the period of service during the applicable cycle. Mr. Waycaster no longer receives performance-based restricted stock awards, but prior performance-based restricted stock awards that remain outstanding at the time of his death or disability will be treated as described in the first sentence of this item. •Each executive’s time-based restricted stock award will be prorated for service rendered before his death or disability and vest. •Because he deferred income under grandfathered deferral plans, Mr. Waycaster will receive a preretirement death benefit from the Deferred Income Plan in the event he should die while employed by us. Involuntary Termination Without Cause or Constructive Termination. Under our employment agreements with our named executives, if a named executive is involuntarily terminated by us without cause or in the event of a constructive termination, he will receive the unconditional payments described above and: •A cash payment equal to his annualized base salary for the remainder of the current term of the agreement, but not less than 12 months (Mr. Cole’s agreement does not include this 12-month minimum); •His target bonus prorated to reflect service during the performance cycle and any bonus for a prior fiscal year that has not been paid; •His performance-based restricted stock awards, which will be determined at the end of the applicable performance cycle based on actual performance, prorated to reflect service during the applicable cycle; •His time-based restricted stock awards, which will be prorated to reflect service prior to his termination and vest; and •Premiums for the continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA,” up to a maximum period of 18 months. Mr. Cole’s agreement also provides for the acceleration of the vesting of any outstanding equity awards that we assumed in the FBMS merger. The employment agreement for each of our named executives includes substantially the same definition of the events that constitute “constructive termination”: (1) a material reduction in the executive’s base salary or his authority, duties or responsibilities, (2) our material breach of the terms of the employment agreement, (3) an attempt to require the executive to engage in an illegal act (or to illegally fail to act) or (4) the relocation of the executive more than 30 miles from where he currently works (Mr. Mabry’s and Mr. Cole’s agreements refers to a “material” change in location). Upon the occurrence of an event constituting a constructive termination, the executive must promptly provide notice to us, and we are entitled to a reasonable opportunity to “cure” the constructive termination event. If we fail to reasonably cure the event, the executive must promptly separate from employment thereafter. Change in Control. All change in control payments under our employment agreements are contingent on a “double trigger,” which requires both the consummation of a change in control and a subsequent termination of employment during the 24-month period following the change in control. The termination of employment must be by us without cause or a constructive termination initiated by the executive. The term “change in control” generally refers to (1) the acquisition by an unrelated person of not less than 50% of our common stock, (2) the sale of all or substantially all of our assets, (3) a merger in which we are not the surviving entity or (4) a change in a majority of the members of our board of directors that occurs within a specified period. Our employment agreements (other than Mr. Cole’s) provide for the following cash payments in the event of a change in control:

  90. Payments and Rights on Termination or Change in Control

    | | Messrs. Waycaster and Chapman | Messrs. Mabry and Jeanfreau | Mr. Perry | | Cash Payment | 2.99 X the sum of (1) base salary and (2) average bonus paid during the two years preceding change in control | 2.5 X the sum of (1) base salary and (2) average bonus paid during the two years preceding change in control | 2.0 X the sum of (1) base salary and (2) average bonus paid during the two years preceding change in control | | COBRA continuation coverage premiums | Maximum of 18 months for each executive and his eligible dependents | | | | Tax Gross Up | No tax gross ups are available | | |

  91. Payments and Rights on Termination or Change in Control

    Excess compensation payable on account of a change in control may constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code. Parachute payments are subject the recipient to a 20% excise tax and cause the loss of our federal income tax deduction. Any compensation due on account of a change in control is subject to cutback provisions to reduce the amount to the extent necessary to avoid the imposition of the excise tax and the loss of our deduction. In addition to the cash payments described above, our LTIP provides with respect to restricted stock awards that (1) performance measures will be deemed satisfied at the target level and (2) all awards will vest as scheduled, with accelerated vesting applicable only in the event of involuntary termination without cause or a constructive termination, either occurring within the 24-month period following a change in control. Expiration of Employment Agreement. The employment agreements with each of our named executives will expire when either party gives timely notice to the other that the agreement will not be renewed. As described below, agreements with our named executives may provide for the payment of compensation in the event of expiration. •For Mr. Cole, if his employment agreement expires at the end of its term, we are required to pay any unpaid retention bonus to him, and outstanding equity awards assumed in the FBMS merger will fully vest. Otherwise, no additional amount is due under the agreement. •As to our other NEOs, no additional amount is due upon the expiration of the agreement, regardless of whether we or the executive provides notice of non-renewal. Potential Payments at Termination or Change in Control. The following tables set forth the value of post-employment payments that are not generally available to all employees or to all officers, determined as of December 31, 2025. The tables also include amounts payable under our employment agreements and our LTIP awards for death, disability or retirement, termination without cause/constructive termination, termination in connection with a change in control and payments due on the expiration of an agreement. The tables do not include the value of any unconditional payments, including account balances in our non-qualified deferred compensation plans and 401(k) plan, benefits earned under our pension plan (as to Mr. Waycaster) and payments to Mr. Cole under the Cole SERP. Unless otherwise noted, amounts included in the tables below are based on the following: •For payouts under the PBRP, we have included the actual payout for 2025, regardless of the reason for the payout. •For three-year time-based restricted stock awards and Mr. Waycaster’s and Mr. Cole’s two-year time-based restricted stock awards, we have included the value of a prorated award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2025, and we have included the full value of the awards. •For our performance-based restricted stock awards, we have assumed a payout at target and prorated the award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2025. •The value of our stock on December 31, 2025 was $35.22 per share. •The amounts included in the “Change in Control” column in the tables below are subject to reduction in the event the applicable named executive’s aggregate payments would exceed the threshold determined under Section 280G of the Internal Revenue Code. •Unless otherwise noted, amounts paid in the event of disability or retirement are substantially identical. Only Messrs. Waycaster and Cole have satisfied the age and service conditions and are eligible to retire.

  92. CEO Pay Ratio

    CEO Pay Ratio General. As required by Section 953(b) of the Dodd-Frank Act, we are providing information about our “CEO pay ratio,” which refers to the relationship between the annual total compensation of our principal executive officer, Mr. Chapman, and the median annual total compensation of our employees other than Mr. Chapman. The comparison is based on the compensation we pay our “median employee,” an individual who receives compensation that is greater than one-half of our employees and compensation that is less than one-half, excluding Mr. Chapman for this purpose. The comparison is expressed as a ratio, indicating the number of times Mr. Chapman’s annual total compensation exceeds the annual total compensation of our median employee. We had two principal executive officers in 2025: Mr. Waycaster and Mr. Chapman. In such event, SEC rules permit us to calculate the CEO pay ratio by using the compensation paid to the individual serving as principal executive officer on the same date we select to identify our median employee, which was December 31, 2025 (as discussed below). Accordingly, for 2025: •Mr. Chapman’s annualized total compensation (including health insurance premiums) was $3,400,652. •The annual total compensation of our median employee was $68,111; and •The ratio of Mr. Chapman’s annual total compensation to the annual total compensation of our median employee was 49.9 to 1 (this ratio is the “CEO pay ratio”). Identifying our Median Employee. As explained above, our median employee is the individual whose compensation is greater than one-half of our employees and less than one-half, excluding Mr. Chapman. We are required to identify our median employee only once every three years, unless there is a material change to Renasant’s employee population or compensation arrangements that would significantly alter the pay ratio disclosure. We completed our merger with FBMS on April 1, 2025, which we concluded caused a material change in our employee population for 2025. Accordingly, we identified a new median employee for purposes of this year’s pay ratio calculation. In identifying the specific individual whom we considered our median employee: •We first determined our employees as of December 31, 2025. Full-time, part-time, seasonal and temporary employees and employees who joined us when we completed the merger with FBMS on April 1, 2025 were included, but independent contractors, leased employees and similar workers were not. On December 31, 2025, our total employee population excluding Mr. Chapman was 3,038 employees, and the number of independent contractors, leased employees and similar workers was not material. •We then “ordered” our employees based on a consistently-applied, representative measure of compensation, which was total cash compensation paid to each employee for the fiscal year. We adjusted these amounts by annualizing the compensation for full-time and part-time individuals employed on December 31, 2025 who did not work the entire year, including former FBMS employees who joined us when we completed the merger. No full-time equivalent adjustments were made for part-time individuals, and we did not annualize the compensation of temporary or seasonal employees. •Because we had an even number of employees as of the date we used for determining our median employee (that is, December 31, 2025), there was not a single median employee. We determined our “median employee” by averaging the total compensation of the two employees nearest the median. Calculation of the CEO Pay Ratio. The CEO pay ratio compares the annual total compensation of Mr. Chapman to the annual total compensation of our median employee. For this comparison, we are required to calculate Mr. Chapman’s “annual total compensation” in his role as chief executive officer in the same manner as for the 2025 Summary Compensation Table above, except we have annualized such compensation because Mr. Chapman’s service as our chief executive officer did not begin until May 1, 2025. We elected to increase this amount by the value of the insurance premiums we paid Mr. Chapman for coverage under our medical and dental plans, which was $18,725. As noted above, there was not a single “median employee.” We calculated the annual total compensation of the two employees nearest the median as if the amount for each employee would be reported in the “Total” column of the 2025 Summary Compensation Table. Our employees’ annual total compensation is different (greater) than the amount of their respective total cash compensation because it includes some non-cash items, such as the value of our contributions to the 401(k) plan, payroll deductions for deferrals to our 401(k) plan and our insurance premium payments. We calculated annual total compensation on this basis because it permits us to more accurately compare the total compensation our “median employee” received to the total compensation Mr. Chapman received.

  93. Pay Vs. Performance

    Pay Vs. Performance General. The following table and graphs provide information required under the SEC’s “pay versus performance” rules over the last five years. The graphs below show the relationship of “compensation actually paid” in 2021, 2022, 2023, 2024 and 2025 to our principal executive officer (of which there were two in 2025) and our other named executives to (1) Renasant’s TSR and the TSR of the S&P U.S. BMI Banks - Southeast Region Index (see note 4 to the table below for information about this index), (2) Renasant’s net income and (3) Renasant’s diluted EPS, and compare our TSR to the TSR of the S&P U.S. BMI Banks - Southeast Region Index. As required under SEC rules, “compensation actually paid” reflects adjustments to vested and unvested equity awards during the applicable years in the table based on year-end stock prices and accounting valuation assumptions; it does not reflect the actual amount or actual average amount, as applicable, of compensation earned by or paid to our principal executive officer or our other NEOs for the applicable year. For a comprehensive discussion of our executive compensation program, including its objectives and design and the decisions that the compensation committee made in 2025 with respect to the compensation of our named executive officers, please refer to the Compensation Discussion and Analysis section. For a discussion of compensation for 2024, 2023, 2022 and 2021 included in the table below, please see the Compensation Discussion and Analysis section of the proxy statement reporting our NEOs’ compensation for the applicable fiscal year.

  94. Pay Vs. Performance

    | Pay Vs. Performance | | | | | | | | | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1)(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of initial fixed $100 investment based on: | | Net Income (in thousands) | Adjusted Diluted EPS (Non-GAAP)(5) | | | | | | | Total Shareholder Return (“TSR”) | Peer Group TSR(4) | | | | 2025 | 3,356,927 | 3,182,290 | 1,834,272 | 1,731,691 | 119.25 | 187.40 | 181,272 | 3.06 | | | (Mr. Chapman) | (Mr. Chapman) | | | | | | | | 2025 | 2,175,666 | 1,888,419 | | | | | | | | | (Mr. Waycaster) | (Mr. Waycaster) | | | | | | | | 2024 | $3,512,565 | $3,617,813 | $2,039,419 | $1,791,246 | $116.18 | $139.40 | $195,457 | $2.76 | | 2023 | 2,808,744 | 2,188,363 | 1,787,796 | 1,415,290 | 106.47 | 107.45 | 144,678 | 3.15 | | 2022 | 3,527,390 | 3,047,526 | 2,063,465 | 1,847,105 | 115.35 | 104.16 | 166,068 | 3.00 | | 2021 | 3,190,763 | 3,483,712 | 1,942,720 | 2,086,277 | 113.42 | 128.06 | 175,892 | 2.98 |

  95. Pay Vs. Performance

    (1)In 2025, Mr. Waycaster retired as chief executive officer on April 30, 2025, succeeded by Mr. Chapman, who became our PEO; prior to his retirement and for 2024, 2023, 2022 and 2021, Mr. Waycaster was our PEO. (2)For 2025, our named executive officers other than our PEOs were James C. Mabry IV, M. Ray (Hoppy) Cole, Jr., Curtis J. Perry and Mark W. Jeanfreau. For 2024, 2023, 2022 and 2021, our named executive officers other than our PEO were James C. Mabry IV, E. Robinson McGraw, Kevin D. Chapman and Curtis J. Perry. (3)“Compensation actually paid” reflects the amounts set forth in the “Summary Compensation Table Total for Principal Executive Officer” and “Average Summary Compensation Table Total for non-PEO NEOs” columns of the table above, each adjusted in accordance with SEC rules. Amounts added and deducted, on an item-by-item basis, to calculate the compensation actually paid for each fiscal year are included in the table below.

  96. Pay Vs. Performance

    | | 2025 (Chapman) | 2025 (Waycaster) | 2024 (Waycaster) | 2023 (Waycaster) | 2022 (Waycaster) | 2021 (Waycaster) | | SCT Total Compensation | $3,356,927 | $2,175,666 | $3,512,565 | $2,808,744 | $3,527,390 | $3,190,763 | | Less: Stock Award Values Reported in SCT for the Covered Year | (1,083,011) | (689,189) | (1,239,222) | (1,304,934) | (1,186,635) | (1,113,326) | | Plus: Fair Value of Outstanding Unvested Stock Awards Granted in the Covered Year | 1,066,955 | 678,971 | 1,315,386 | 1,202,443 | 1,164,763 | 1,254,475 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | (18,013) | (26,418) | 94,999 | (181,854) | (17,300) | 178,336 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | (6,168) | (9,461) | 21,095 | (64,624) | (5,400) | 50,237 | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | (134,400) | (206,177) | (71,429) | (258,258) | (435,292) | (76,773) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | — | (34,973) | (15,581) | (13,154) | — | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | — | — | — | | Compensation Actually Paid | $3,182,290 | $1,888,419 | $3,617,813 | $2,188,363 | $3,047,526 | $3,483,712 |

  97. Pay Vs. Performance

    | | 2025 (Non-PEO NEOs) | 2024 (Non-PEO NEOs) | 2023 (Non-PEO NEOs) | 2022 (Non-PEO NEOs) | 2021 (Non-PEO NEOs) | | SCT Total Compensation | $1,834,272 | $2,039,419 | $1,787,796 | $2,063,465 | $1,942,720 | | Less: Stock Award Values Reported in SCT for the Covered Year | (510,298) | (750,553) | (750,256) | (658,486) | (646,352) | | Plus: Fair Value of Outstanding Unvested Stock Awards Granted in the Covered Year | 509,669 | 505,516 | 725,492 | 748,477 | 750,699 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | (7,673) | 49,813 | (110,060) | (9,615) | 86,005 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year | (1,091) | 6,685 | (47,427) | (24,189) | 38,249 | | Less: Fair Value of Stock Awards Forfeited during the Covered Year | (55,076) | (24,192) | (143,854) | (272,547) | (61,765) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (38,112) | (35,442) | (46,401) | — | (23,279) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | — | — | | Compensation Actually Paid | $1,731,691 | $1,791,246 | $1,415,290 | $1,847,105 | $2,086,277 |

  98. Pay Vs. Performance

    (4)We use the S&P U.S. BMI Banks - Southeast Region Index as the peer group in the table, which is the same peer group that we use for purposes of the stock performance graph contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The S&P U.S. BMI Banks - Southeast Region Index, is a peer group of 51 regional bank holding companies, whose common stock is traded either on the New York Stock Exchange, NYSE Amex or NASDAQ, and which are headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia. (5)Adjusted diluted EPS is a non-GAAP financial measure. Please refer to Appendix A, Non-GAAP Financial Measures, for more information about this measure as well as a reconciliation of this measure to its most comparable measure under GAAP. Most Important Financial Performance Measures. Listed below are the performance measures that our compensation committee views as the most important financial measures it used to link the compensation actually paid to our principal executive officer and other named executive officers for 2025 to Renasant’s performance. An explanation of why the compensation committee selected each of these performance measures may be found in the Compensation Discussion and Analysis section above under the heading “2025 Compensation Decisions.”

  99. Pay Vs. Performance

    | •Adjusted diluted earnings per share (non-GAAP) | •Efficiency ratio | | •Return on average tangible common equity (non-GAAP) | •Return on average assets (PPNR) (non-GAAP) | | •Total shareholder return | |

  100. Pay Vs. Performance

    | REPORT OF THE AUDIT COMMITTEE |

  101. Pay Vs. Performance

    The information provided in this section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to its proxy regulations or to the liabilities of Section 18 of the Exchange Act. The information provided in this section shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. The audit committee oversees our financial reporting process on behalf of the board of directors. Management has the primary responsibility for the preparation, consistency and fair presentation of the financial statements, the accounting and financial reporting process, the systems of internal control, and the procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is also responsible for its assessment of the design and effectiveness of our internal control over financial reporting. Our independent registered public accountants are responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB, to obtain reasonable assurance that our consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of the financial statements of Renasant Corporation with U.S. generally accepted accounting principles. The internal auditors are responsible to the audit committee and the board of directors for testing the integrity of the financial accounting and reporting control systems and such other matters as the audit committee and the board of directors determine. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management the audited financial statements of Renasant Corporation as of and for the year ended December 31, 2025 and management’s assessment of the design and effectiveness of our internal control over financial reporting as of December 31, 2025. The discussion addressed the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The committee reviewed and discussed with the independent registered public accountants their judgments as to the quality of our accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards including, without limitation, the matters required to be discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission. In addition, the committee received the written disclosures and the letter from the independent registered public accountants required by applicable requirements of the PCAOB regarding the independent registered public accountants’ communications with the audit committee concerning independence, discussed with the independent registered public accountants their independence from management and Renasant Corporation, and considered the compatibility of non-audit services with such independence. The committee discussed with our internal auditors and independent registered public accountants the overall scope and plans for their respective audits. The committee met with the internal auditors and independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The committee held 13 meetings during 2025. In reliance upon the reviews and discussions referred to above, the audit committee recommended to the board of directors (and the board has approved) that the audited financial statements of Renasant Corporation and the report on management’s assessment of internal control over financial reporting be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission. Audit Committee:

  102. Pay Vs. Performance

    | John T. Foy, Chairman | Jill V. Deer, Vice Chairman | | Gary D. Butler | Connie L. Engel | | Renee Moore | Sean M. Suggs |

  103. Pay Vs. Performance

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS |

  104. Pay Vs. Performance

    The audit committee has appointed BDO USA, P.C. (“BDO”) to serve as our independent registered public accountants for the 2026 fiscal year. A representative of BDO is expected to attend the annual meeting. If present, the representative will have the opportunity to make a statement and will be available to respond to appropriate questions. HORNE LLP (“Horne”) served as our independent registered public accountants and audited our financial statements from 2005 until November 2025, when the firm joined BDO and was deemed to have resigned as our independent registered public accountants. Since November 2025, with the prior approval of our audit committee, BDO has served as our independent registered public accountants and audited our financial statements. BDO’s reports on our financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In addition, during this time period we did not have any disagreements with BDO or Horne, as predecessor to BDO, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BDO’s or Horne’s satisfaction, as applicable, would have caused the firm to make reference to the subject matter of the disagreements in connection with its audit reports on our financial statements. Similarly, during this period neither BDO nor Horne advised us of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K. Finally, during this period and prior to engagement of BDO, we did not consult with BDO on the application of accounting principles to any transaction or the type of audit opinion that might be rendered on our financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K. Fees related to services performed for us by Horne with respect to fiscal year 2024 and by Horne and BDO with respect to fiscal year 2025 are as follows:

  105. Pay Vs. Performance

    | | 2025 | 2024 | | Audit Fees(1) | $1,179,494 | $869,893 | | Audit-related Fees(2) | 36,600 | 35,850 | | Tax Fees | — | — | | All Other Fees | — | — | | Total | $1,216,094 | $905,743 |

  106. Pay Vs. Performance

    (1)Audit fees included fees and expenses associated with the audit of our annual financial statements, the reviews of the financial statements in our quarterly reports on Form 10-Q and regulatory and statutory filings, and reviews of purchase accounting related to the FBMS merger. (2)Audit-related fees primarily included fees and expenses associated with the audits of the financial statements of certain employee benefit plans and other required procedures. In accordance with the procedures set forth in its charter, the audit committee pre-approves all auditing services and permitted non-audit services (including the fees and terms of those services) to be performed for us by our independent registered public accountants prior to their engagement with respect to such services, subject to the de minimis exceptions for non-audit services permitted by the Exchange Act, which are approved by the audit committee prior to the completion of the audit. For fiscal years 2025 and 2024, none of the fees listed under Audit-related Fees were covered by the de minimis exception. The audit committee has delegated to its chairman the authority to pre-approve the engagement of the independent registered public accountants when the entire committee is unable to do so. The chairman must report all such pre-approvals to the entire audit committee at the next committee meeting.

  107. Pay Vs. Performance

    | VOTING YOUR SHARES |

  108. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Nominees. The board has nominated Gary D. Butler, Kevin D. Chapman, Donald Clark, Jr., M. Ray (Hoppy) Cole, Jr., John M. Creekmore, Albert J. Dale, III, Jill V. Deer, Connie L. Engel, Rose J. Flenorl, John T. Foy, Neal A. Holland, Jr., Jonathan A. Levy, E. Robinson McGraw, Renee Moore, Ted E. Parker, Sean M. Suggs and C. Mitchell Waycaster for election as directors, to serve a one-year term, or until the 2027 annual meeting. As of the date of this proxy statement, all of our nominees are current directors standing for re-election. Biographical information about each nominee for election may be found in the Board Members and Compensation section under the heading “Members of the Board of Directors.” If for any reason a nominee is not available as a candidate for director, an event that the board does not anticipate, the proxy holders will vote, in their discretion, for another candidate nominated by the board. Required Vote. Directors are elected by a plurality vote; the nominees for election as directors who receive the highest number of votes cast, up to the number of directors to be elected, are elected.

  109. Proposal 1 - Election of Directors

    | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF GARY D. BUTLER, KEVIN D. CHAPMAN, DONALD CLARK, JR., M. RAY (HOPPY) COLE, JR., JOHN M. CREEKMORE, ALBERT J. DALE, III, JILL V. DEER, CONNIE L. ENGEL, ROSE J. FLENORL, JOHN T. FOY, NEAL A. HOLLAND, JR., JONATHAN A. LEVY, E. ROBINSON MCGRAW, RENEE MOORE, TED E. PARKER, SEAN M. SUGGS AND C. MITCHELL WAYCASTER AS DIRECTORS TO THE BOARD OF DIRECTORS. |