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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-23 · 64 added, 38 removed, 139 unchanged (42% of the section changed)

22 unchanged sentences

Directors of the Company, Shareholder Recommendations of Director Candidates, Audit Committee Members and Insider Trading Arrangements and Policies

The information appearing under the headings “Corporate Governance and the Board of Directors,” “Board Members and Compensation - Members of the Board of Directors” and “Delinquent Section 16(a) Reports” in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders is incorporated herein by reference.

Information required by this Item 10 about any material changes to the process by which security holders may recommend nominees to the board of directors in connection with Rule 14a-19 under the Securities Exchange Act of 1934 is included in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders under the heading “Corporate Governance and the Board of Directors” and is incorporated herein by reference.

The information appearing under the headings “Corporate Governance and the Board of Directors” and “Board Members and Compensation - Members of the Board of Directors” in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information appearing under the headings “Corporate Governance and the Board of Directors - Role of the Board in Risk Oversight,” “Board Members and Compensation - Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Tables” in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders is incorporated herein by reference.

The information appearing under the headings “Corporate Governance and the Board of Directors - Role of the Board in Risk Oversight,” “Board Members and Compensation - Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Tables” and “Other Compensation-Related Disclosures” in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information appearing under the heading “Stock Ownership” and “Proposal 3 - Amendment of 2020 Long-Term Incentive Compensation Plan to Increase Available Shares - Outstanding Shares” in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders is incorporated herein by reference.

The information appearing under the heading “Stock Ownership” in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders is incorporated herein by reference.

Equity Compensation Plans

There were no options, warrants or rights outstanding under plans approved by our shareholders and plans or arrangements that were not approved by our shareholders, as of December 31, 2024.

These plans and arrangements are:

• Shareholder-Approved Plans :

The only shareholder-approved equity compensation plan under which awards are outstanding is the Renasant Corporation 2020 Long-Term Incentive Compensation Plan, as amended (the “LTIP”).

The LTIP authorizes the Company to make grants and awards of stock options, stock appreciation rights, restricted stock and restricted stock units to directors, officers and employees designated for participation in the plan.

As of December 31, 2024, an aggregate of 1,004,296 shares of unvested restricted stock remained outstanding under the plan, while there were no options or other securities outstanding under the plan as of such date.

• Non-Shareholder Approved Plans and Arrangements :

The only equity compensation plan or arrangement currently in force that was not approved by our shareholders is our DSU Plan.

An aggregate of 467,500 shares of Company common stock are reserved for issuance;

as of December 31, 2024, units representing an aggregate of 343,249 shares of common stock have been allocated to accounts, some of which has been distributed in the form of common stock.

From time to time, the Company without shareholder approval enters into employment agreements which may include commitments by the Company to make awards of equity under the Company’s long-term incentive compensation plans, either stated in terms of a fixed number of shares or a percentage of the employee’s base compensation.

The table below reports shares remaining available for issuance under our equity compensation plans:

Equity Compensation Plan Information

(at December 31, 2024)

Plan Category

(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights

(b) Weighted-average exercise price of outstanding options, warrants and rights (1)

(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) Does not take into account units allocated under the DSU plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information appearing under the heading “Corporate Governance and the Board of Directors” in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders is incorporated herein by reference.

The information appearing under the headings “Corporate Governance and the Board of Directors – Director Independence” and “Corporate Governance and the Board of Directors – Related Person Transactions” in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

14 unchanged sentences

(a) - (3) Exhibits required by Item 601 of Regulation S-K

(3)(i) Articles of Incorporation of the Company, as amended, filed as exhibit 3.1 to the Form 10-Q of the Company filed with the Securities and Exchange Commission (the “ Commis sion ” ) on May 10, 2016 and incorporated herein by reference.

(3)(ii) Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on July 20, 2018 and incorporated herein by reference.

(3)(iii) Articles of Amendment to the Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on April 30, 2021 and incorporated herein by reference.

(3)(iv) Articles of Amendment to the Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on January 28, 2022 and incorporated herein by reference.

(3)(v) A rticles of Amendment to the Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to th e Form 8-K of the Company filed with the Commission on October 27, 2023 and incorporated her ein by referenc e.

(2)(i) Agreement and Plan of Merger by and between Renasant Corporation and The First Bancshares, Inc., dated as of July 29, 2024, filed as exhibit 2(i) to the Form 8-K of the Company filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2024, and incorporated herein by reference.

The disclosure schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.

(3)(i) Articles of Incorporation of the Company, as amended, filed as exhibit 3.1 to the Form 10-Q of the Company filed with the Commissio n May 10, 2016 and incorporated herein by reference.

(3)(ii) Articles of Amendment to the Articles of Incorporation of the Company, filed as exhibit 3(i) to the Form 8-K of the Company filed with the Commission on April 25, 2024 and incorporated herein by reference.

(3)(iii) Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on October 24, 2024 and incorporated herein by reference.

(4)(i) Articles of Incorporation of the Company, as amended, filed as exhibit 3.1 to the Form 10-Q of the Company filed with the Commission on May 10, 2016 and incorporated herein by reference.

(4)(ii) Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on July 20, 2018 and incorporated herein by reference.

(4)(iii) Articles of Amendment to the Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on April 30, 2021 and incorporated herein by reference.

(4)(iv) Articles of Amendment to the Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on January 28, 2022 and incorporated herein by reference.

(4)(v) Articles of Amendment to the Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on October 27, 2023 and incorporated herein by reference.

(4)(vi) Subordinated Indenture dated August 22, 2016 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.1 to the Form 8-K of the Company filed with the Commission on August 22, 2016 and incorporated herein by reference.

(4)(vii) First Supplemental Indenture dated August 22, 2016 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.2 to the Form 8-K of the Company filed with the Commission on August 22, 2016 and incorporated herein by reference.

(4)(viii) Second Supplemental Indenture dated August 22, 2016 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.3 to the Form 8-K of the Company filed with the Commission on August 22, 2016 and incorporated herein by reference.

(4)(ix) Third Supplemental Indenture dated September 3, 2020 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.2 to the Form 8-K of the Company filed with the Commission on September 3, 2020 and incorporated herein by reference.

(4)(x) First Amendment to Third Supplemental Indenture dated November 24, 2021 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.3 to the Form 8-K of the Company filed with the Commission on November 24, 2021 and incorporated herein by reference.

(4)(xi) Fourth Supplemental Indenture dated November 23, 2021 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.2 to the Form 8-K of the Company filed with the Commission on November 23, 2021 and incorporated herein by reference.

(4)(xii) Form of 5.0% Fixed-to-Floating Subordinated Note due 2026 (included in exhibit (4)(vi)).

(4)(xiii) Form of 5.50% Fixed-to-Floating Subordinated Note due 2031 (included in exhibit (4)(vii)).

(4)(xiv) Form of 4.50% Fixed-to-Floating Rate Subordinated Note due 2035 (included in exhibit (4)(viii)).

(4)(xv) Form of 3.00% Fixed-to-Floating Rate Subordinated Note due 2031 (included in exhibit (4)(x)).

(4)(xvi) Description of Renasant Corporation’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as exhibit (4)(viii) to the Form 10-K of the Company filed with the Commission on February 27, 2020 and incorporated herein by reference.

(4)(ii) Articles of Amendment to the Articles of Incorporation of the Company, filed as exhibit 3(i) to the Form 8-K of the Company filed with the Commission on April 25, 2024 and incorporated herein by reference.

(4)(iii) Amended and Restated Bylaws of the Company, filed as exhibit 3(ii) to the Form 8-K of the Company filed with the Commission on October 24, 2024 and incorporated herein by reference.

(4)(iv) Subordinated Indenture dated August 22, 2016 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.1 to the Form 8-K of the Company filed with the Commission on August 22, 2016 and incorporated herein by reference.

(4)(v) First Supplemental Indenture dated August 22, 2016 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.2 to the Form 8-K of the Company filed with the Commission on August 22, 2016 and incorporated herein by reference.

(4)(vi) Second Supplemental Indenture dated August 22, 2016 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.3 to the Form 8-K of the Company filed with the Commission on August 22, 2016 and incorporated herein by reference.

(4)(vii) Third Supplemental Indenture dated September 3, 2020 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.2 to the Form 8-K of the Company filed with the Commission on September 3, 2020 and incorporated herein by reference.

(4)(viii) First Amendment to Third Supplemental Indenture dated November 24, 2021 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.3 to the Form 8-K of the Company filed with the Commission on November 24, 2021 and incorporated herein by reference.

(4)(ix) Fourth Supplemental Indenture dated November 23, 2021 between Renasant Corporation and Wilmington Trust, National Association, filed as exhibit 4.2 to the Form 8-K of the Company filed with the Commission on November 23, 2021 and incorporated herein by reference.

(4)(x) Form of 5.0% Fixed-to-Floating Subordinated Note due 2026 (included in exhibit (4)(v )).

(4)(xi) Form of 5.50% Fixed-to-Floating Subordinated Note due 2031 (included in exhibit (4)(vi )).

(4)(xii) Form of 4.50% Fixed-to-Floating Rate Subordinated Note due 2035 (included in exhibit (4)(vi i)).

(4)(xiii) Form of 3.00% Fixed-to-Floating Rate Subordinated Note due 2031 (included in exhibit (4)( i x)).

(4)(xiv) Description of Renasant Corporation’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as exhibit 4(i) to the Quarterly Report on Form 10-Q of the Company filed with the Commission on August 7, 2024 and incorporated herein by reference.

(10)(i) Renasant Corporation Deferred Stock Unit Plan, filed as exhibit 4.3 to the Form S-8 Registration Statement of the Company (File No.

9 unchanged sentences

5 to the Renasant Corporation Deferred Stock Unit Plan, filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on December 18, 2020 and incorporated herein by reference.*

(10)(viii) Renasant Corporation Performance Based Rewards Plan, dated as of October 16, 2018, filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on October 19, 2018 and incorporated herein by reference.*

(10)(viii) Amended and Restated Renasant Corporation Performance Based Rewards Plan, dated as of April 23, 2024, filed as exhibit 10(i) to the Form 10-Q of the Company filed with the Commission on May 8, 2024 and incorporated herein by reference.*

(10)(ix) Renasant Bank Executive Deferred Income Plan, filed as exhibit 99.1 to the Form 8-K of the Company filed with the Commission on January 5, 2007 and incorporated herein by reference.*

16 unchanged sentences

4 to Executive Employment Agreement dated December 19, 2023 by and between E.

Robinson McGraw and Renasant Corporation, filed herewith.*

Robinson McGraw and Renasant Corporation, filed as exhibit 10(xix) to the Form 10-K of the Company filed with the Commission on February 23, 2024 and incorporated herein by reference .*

(10)(xx) Renasant Corporation Severance Pay Plan, filed as exhibit 10.5 to the Form 8-K of the Company filed with the Commission on February 17, 2009 and incorporated herein by reference.*

(10)(xxi) Renasant Corporation 2011 Long-Term Incentive Compensation Plan, filed as Exhibit A to the Definitive Proxy Statement of the Company (File No.

001-13253) filed with the Commission on March 17, 2016 and incorporated herein by reference.*

(10)(xxii) Amendment to the Renasant Corporation 2011 Long-Term Incentive Compensation Plan dated December 20, 2016, filed as exhibit 10.3 to the Form 10-K/A of the Company filed with the Commission on February 28, 2017 and incorporated herein by reference.*

(10)(xxiii) Executive Employment Agreement dated January 12, 2016, between Renasant Corporation and Kevin D.

(10)(xxi) Executive Employment Agreement dated January 12, 2016, between Renasant Corporation and Kevin D.

Chapman, filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on January 13, 2016 and incorporated herein by reference.*

(10)(xxiv) Amendment to the Executive Employment Agreement dated February 14, 2018, between Renasant Corporation and Kevin D.

(10)(xxii) Amendment to the Executive Employment Agreement dated February 14, 2018, between Renasant Corporation and Kevin D.

Chapman, filed as exhibit 10.2 to the Form 10-K of the Company filed with the Commission on February 28, 2018 and incorporated herein by reference.*

(10)(xxv) Executive Employment Agreement dated January 12, 2016, between Renasant Corporation and C.

10(xxiii) Amendment No.

2 to the Executive Employment Agreement dated February 25, 2025, between Renasant Corporation and Kevin D.

(10)(xxiv) Executive Employment Agreement dated January 12, 2016, between Renasant Corporation and C.

Mitchell Waycaster, filed as exhibit 10.2 to the Form 8-K of the Company filed with the Commission on January 13, 2016 and incorporated herein by reference.*

(10)(xxvi) Amendment to the Executive Employment Agreement dated February 14, 2018, between Renasant Corporation and C.

(10)(xxv) Amendment to the Executive Employment Agreement dated February 14, 2018, between Renasant Corporation and C.

Mitchell Waycaster, filed as exhibit 10.3 to the Form 10-K of the Company filed with the Commission on February 28, 2018 and incorporated herein by reference.*

10(xxvi) Amendment No.

2 to the Executive Employment Agreement dated December 17, 2024, between Renasant Corporation and C.

Mitchell Waycaster.*

(10)(xxvii) Brand Group Holdings, Inc.

3 unchanged sentences

(10)(xxx) Renasant Corporation 2020 Long Term Equity Incentive Compensation Plan, filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on May 8, 2020 and incorporated herein by reference.*

(10)(xxxi) Form of Time-Based Restricted Stock Award Agreement under the Renasant Corporation 2020 Long Term Equity Incentive Compensation Plan, filed as exhibit (10)(xxx) to the Form 10-K of the Company filed with the Commission on February 25, 2022 and incorporated herein by reference.*

(10)(xxxii) Form of Performance-Based Restricted Stock Award Letter under the Renasant Corporation 2020 Long Term Equity Incentive Compensation Plan, filed as exhibit (10)(xxxi) to the Form 10-K of the Company filed with the Commission on February 25, 2022 and incorporated herein by reference.*

(10)(xxxiii) Executive Employment Agreement effective dated May 3, 2019 by and between Renasant Corporation and Curtis J.

(10)(xxxi) Amendment No.

1 to Renasant Corporation 2020 Long Term Equity Incentive Compensation Plan, filed as exhibit 10(ii) to the Form 10-Q of the Company filed with the Commission on May 8, 2024 and incorporated herein by reference.*

(10)(xxxii) Form of Time-Based Restricted Stock Award Agreement under the Renasant Corporation 2020 Long Term Equity Incentive Compensation Plan.*

(10)(xxxiii) Form of Performance-Based Restricted Stock Award Letter under the Renasant Corporation 2020 Long Term Equity Incentive Compensation Plan.*

(10)(xxxiv) Executive Employment Agreement effective dated May 3, 2019 by and between Renasant Corporation and Curtis J.

Perry, filed as exhibit 10.33 to the Form 10-K of the Company filed with the Commission on February 26, 2021 and incorporated herein by reference.*

(10)(xxxiv) Executive Employment Agreement effective dated July 27, 2020, by and between Renasant Corporation and James C.

(10)(xxxv) Executive Employment Agreement effective dated July 27, 2020, by and between Renasant Corporation and James C.

Mabry IV, filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on July 31, 2020 and incorporated herein by reference.*

(10)(xxxvi) Form of Renasant Voting Agreement, filed as exhibit 10(ii) to the Form 10-Q of the Company filed with the Commission on November 6, 2024 and incorporated herein by reference.

(19) Renasant Corporation Insider Trading Policy

(21) Subsidiaries of the Company

54 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures