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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-26 · 158 added, 86 removed, 117 unchanged (68% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Based upon their evaluation as of December 31, 2024, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective for ensuring that information the Company is required to disclose in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon their evaluation as of December 31, 2025, our Principal Executive Officer and Principal Financial Officer have concluded that, due to the material weakness in the Company’s internal control over financial reporting described below, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were not effective as of December 31, 2025 to ensure that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

However, after giving full consideration to the material weakness described below as well as other factors, including the additional analysis and procedures undertaken by management that have been designed to ensure that information required to be disclosed in the reports that the Company files with, or furnishes to, the Securities and Exchange Commission is communicated to our management to allow timely decisions regarding required disclosure, our management has concluded that the consolidated financial statements included in Item 8, Financial Statements and Supplementary Data, in this report present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Management’s Annual Report on Internal Control over Financial Reporting and Attestation Report of the Independent Registered Public Accounting Firm

The information required to be provided pursuant to this item is set forth under the headings “Report on Management’s Assessment of Internal Control over Financial Reporting” and “Reports of Independent Registered Public Accounting Firm” in Item 8, Financial Statements and Supplementary Data, in this report.

The Company is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this annual report.

The consolidated financial statements and notes included in this annual report have been prepared in conformity with accounting principles generally accepted in the United States and necessarily include some amounts that are based on management’s best estimates and judgments.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The Company’s internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits.

Actions are taken to correct potential deficiencies as they are identified.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden, and misstatements due to error or fraud may occur and not be detected.

Also, the effectiveness of internal control may vary over time as conditions change.

Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an assessment of the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2025, based on criteria for effective internal control over financial reporting described in the “Internal Control - Integrated Framework,” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that, as of December 31, 2025, the Company’s system of internal control over financial

reporting was not effective because of the material weakness in internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified a material weakness in the Company’s internal control over financial reporting related to the manual journal entry process impacting the Company’s general ledger accounts.

We determined that, for a subset of journal entries that are manually entered into the Company’s general ledger, we failed to maintain effective segregation of duties.

With respect to this subset of manual journal entries, it was possible for an individual to record an entry into our general ledger without prior approval.

Management did not identify any material misstatements to, or any changes in, any of the Company’s previously issued consolidated financial statements related to these control deficiencies.

Plan for Remediation of the Material Weakness

The Company and its Board of Directors are committed to maintaining an effective internal control environment.

Management identified the control deficiency that constituted the above-described material weakness as of December 31, 2025 in the first quarter of 2026, and we plan to implement the following measures to remediate such weakness:

• We will reduce the number of individuals with access to the Company’s general ledger on our core system, and thus the ability to manually enter journal entries without prior approval and require that these individuals use a software system for journal entries that enforces appropriate segregation of duties.

• New supervision and review processes will be implemented for any journal entries manually entered directly into the Company’ s general ledger on our core system.

Under the new procedures, a member of the Company’s financial reporting staff will routinely review a report of all manual journal entries posted to our general ledger to ensure entries were properly supported and approved.

In addition to the foregoing actions, management intends to continue to enhance the design of its general controls relating to this subset of its manual journal entries.

Among other actions, management will evaluate resources of the Company’s finance department to ensure that the Company’s financial reporting processes are sufficiently supported in order to maintain proper segregation of duties.

While management has begun implementing plans that will remediate the material weakness identified above, such material weakness will not be considered fully remediated until the controls have operated effectively, as evidenced through testing, for a sufficient amount of time.

BDO USA P.C., the Company’s independent registered public accounting firm that has audited the Company’s financial statements included in this annual report, has issued an attestation report on the Company’s internal control over financial reporting which appears in Part II, Item 8 of this Annual Report on 10-K.

Changes in Internal Control over Financial Reporting

There was no change to internal control over financial reporting during the fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Except as set forth above, there was no change to internal control over financial reporting during the fourth quarter of 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors of the Company

The information appearing under the heading “Board Members and Compensation – Members of the Board of Directors” in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders is incorporated herein by reference.

Executive Officers of the Company

5 unchanged sentences

General Counsel.

The Company intends to satisfy

the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Business Conduct and Ethics by posting such information on its website, at the address specified above.

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” 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.

The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Company’s Code of Business Conduct and Ethics by posting such information on its website, at the address specified above.

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 – Governing Documents and Practices, Insider Trading Policy” and “Corporate Governance and the Board of Directors - Director Nominations and Other Shareholder Proposals for the 2027 Annual Meeting” in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders is incorporated herein by reference.

EXECUTIVE COMPENSATION

8 unchanged sentences

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.

As of December 31, 2025, an aggregate of 1,048,223 shares of restricted stock awarded under the LTIP remained unvested, 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;

Two equity compensation plans currently in force that were not approved by our shareholders:

our Renasant Corporation Deferred Stock Unit Plan, as amended (the “DSU Plan”), and The First Bancshares, Inc.

2007 Stock Incentive Plan, as amended (“The First Stock Incentive Plan”).

December 31, 2025, an aggregate of 467,500 and 114,755 shares of Company common stock were authorized and available for issuance, respectively, under the DSU Plan;

as of December 31, 2025, units representing an aggregate of 352,745 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:

The Company assumed restricted stock grants outstanding under The First Stock Incentive Plan as part of the merger with The First.

Outstanding grants under this plan were converted into restricted stock grants in respect of shares of the Company's common stock, subject to the same terms and conditions as were applicable under The First Stock Incentive Plan immediately prior to the merger.

At December 31, 2025, an aggregate of 1,615,000 and 579,540 shares of Company common stock were authorized and available for issuance, respectively, under the The First Stock Incentive Plan;

as of December 31, 2025, an aggregate of 355,317 shares of restricted stock awarded under The First Stock Incentive Plan remained unvested.

The Company does not intend to make any further grants or awards under the plan.

Finally, 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, stated in terms of a fixed number of shares or shares with a fixed value as of a specified grant date, or a percentage of the employee’s base compensation.

Pursuant to the employment agreement that the Company entered into with M.

Ray (Hoppy) Cole, Jr., we agreed to award Mr.

Cole shares of our common stock under the LTIP with an award date vale of $525,000 on April 1, 2026.

The award will vest on April 1, 2027.

The table below reports shares remaining available for issuance under our equity compensation plans as of December 31, 2025:

Equity Compensation Plan Information

(at December 31, 2024)

Plan Category

6 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

The information appearing under the headings “Corporate Governance and the Board of Directors – Related Person Transactions” and “Corporate Governance and the Board of Directors – Director Independence” in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

17 unchanged sentences

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) 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.

(3)(i) Restated Articles of Incorporation of the Company , filed as exhibit 3.1 to the Form 10-Q of the Company filed with the Commission August 6, 2025 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 October 24, 2024 and incorporated herein by reference.

(4)(i) Restated Articles of Incorporation of the Company, filed as exhibit 3.1 to the Form 10-Q of the Company filed with the Commission on August 6, 2025 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 October 24, 2024 and incorporated herein by reference.

(4)(iii) 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)(iv) 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)(v) 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)(vi) 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)(vii) 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)(viii) 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)(ix) Form of 5.0% Fixed-to-Floating Subordinated Note due 2026 (included in exhibit (4)( i v)).

(4)(x) Form of 5.50% Fixed-to-Floating Subordinated Note due 2031 (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.

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

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

(4)(xiii) Indenture, dated as of November 24, 2023, between FMB Banking Corporation and The Bank of New York, filed as exhibit 4.1 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xiv) Supplemental Indenture, dated as of October 31, 2018, among Bank of New York Mellon, The First Bancshares, Inc.

and FMB Banking Corporation, to Indenture, dated November 24, 2003, between FMB Banking Corporation and The Bank of New York, filed as exhibit 4.2 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xv) Second Supplemental Indenture, dated as of April 1, 2025, among Bank of New York Mellon Trust Company, Renasant Corporation, and The First Bancshares, Inc., to Indenture, dated November 24, 2003, between FMB Banking Corporation and The Bank of New York, filed as exhibit 4.3 to the Form 8-K of the Company filed with the Commission on April 4, 202, and incorporated herein by reference.

(4)(xvi) Indenture, dated as of August 10, 2016, between Liberty Shares, Inc.

Bank National Association, filed as exhibit 4.4 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xvii) First Supplemental Indenture, dated as of August 30, 2019, among Heritage Bancorporation, Inc., CCF Holding Company and U.S.

Bank National Association, to Indenture, dated August 10, 2016, between Liberty Shares, Inc.

Bank National Association, filed as exhibit 4.5 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xviii) Second Supplemental Indenture, dated as of December 30, 2022, among Heritage Southeast Bancorporation, Inc., U.S.

Bank National Association and The First Bancshares, Inc.

to Indenture, dated August 10, 2016, between Liberty Shares, Inc.

Bank National Association, filed as exhibit 4.6 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xix) Third Supplemental Indenture, dated as of April 1, 2025, to Indenture, dated August 10, 2016, between U.S.

Bank Trust Company, National Association, Renasant Corporation, and The First Bancshares, Inc., filed as exhibit 4.7 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xx) Junior Subordinated Indenture, dated as of June 30, 2006, between The First Bancshares, Inc.

and Wilmington Trust Company, filed as exhibit 4.8 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxi) First Supplemental Indenture, dated as of April 1, 2025, among The First Bancshares, Inc.and Wilmington Trust Company, to Junior Subordinated Indenture, dated as of June 30, 2006, between The First Bancshares, Inc.

and Wilmington Trust Company, filed as exhibit 4.9 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxii) Junior Subordinated Indenture, dated as of July 27, 2007, between The First Bancshares, Inc.

and Wilmington Trust Company, filed as exhibit 4.10 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxiii) First Supplemental Indenture, dated as of April 1, 2025, among The First Bancshares, Inc.

and Wilmington Trust Company, to Junior Subordinated Indenture, dated as of July 27, 2007, between The First Bancshares, Inc.

and Wilmington Trust Company, filed as exhibit 4.11 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxiv) Indenture, dated as of September 25, 2020, between U.S.

Bank National Association and The First Bancshares, Inc., filed as exhibit 4.12 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxv) First Supplemental Indenture, dated as of April 1, 2025, to Indenture, dated September 25, 2020, between U.S.

Bank, National Association, Renasant Corporation, and The First Bancshares, Inc., filed as exhibit 4.13 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxvi) Form of Global Subordinated Note for The First Bancshares, Inc.

4.25% Fixed-to-Floating Rate Subordinated Notes Due 2030, filed as exhibit 4.14 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxvii) Subordinated Note Purchase Agreement, dated as of April 30, 2018, between The First Bancshares, Inc.

and the Purchasers identified therein, filed as exhibit 4.15 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxviii) Form of Subordinated Note for The First Bancshares, Inc.

6.40% Fixed-to-Floating Rate Subordinated Notes Due 2033 (incorporated by reference from Exhibit 4.15 to th e Current Report on Form 8-K, filed as exhibit 4.16 to the Form 8-K of the Company filed with the Commission on April 4, 2025, and incorporated herein by reference.

(4)(xxix) 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.

16 unchanged sentences

(10)(xiv) Amendment to the Renasant Bank Directors’ Deferred Fee Plan dated December 27, 2016, filed as exhibit 10.2 to the Form 10-K/A of the Company filed with the Commission on February 28, 2017 and incorporated herein by reference.*

(10)(xv) Executive Employment Agreement dated January 2, 2008 by and between E.

Robinson McGraw and Renasant Corporation, filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on March 7, 2008 and incorporated herein by reference.*

(10)(xvi) Amendment to Executive Employment Agreement dated April 25, 2017 by and between E.

Robinson McGraw and Renasant Corporation, filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on April 28, 2017 and incorporated herein by reference.*

(10)(xvii) Amendment No.

2 to Executive Employment Agreement dated August 19, 2019 by and between E.

Robinson McGraw and Renasant Corporation, filed as exhibit 10.1 to the Form 10-Q of the Company filed with the Commission on November 7, 2019 and incorporated herein by reference.*

(10)(xviii) Amendment No.

3 to Executive Employment Agreement dated April 27, 2021 by and between E.

Robinson McGraw and Renasant Corporation, filed as exhibit 10(i) to the Form 10-Q of the Company filed with the Commission on May 7, 2021 and incorporated herein by reference.*

(10)(xix) Amendment No.

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

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

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

(10)(xvii) 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(xxiii) Amendment No.

10(xviii) 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.

Chapman , filed as exhibit 10.23 to the F orm 10-K of the Company f iled with the Commission on February 26, 2025 and incorporated herein by reference .*

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

(10)(xx) 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.

10(xxi) 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.

Mitchell Waycaster , filed as exhibit 10.26 to the Form 10-K of the Company filed with Commission on February 26, 2025 and incorporated herein by reference .*

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

Deferred Compensation Plan, as amended on January 1, 2016 and September 5, 2018, filed as exhibit 10.1 to the Form 10-K of the Company filed with the Commission on February 27, 2019 and incorporated herein by reference.*

(10)(xxviii) Renasant Bank Deferred Income Plan, filed as exhibit 10.2 to the Form 10-K of the Company filed with the Commission on February 27, 2019 and incorporated herein by reference.*

(10)(xxix) Amendment to the Renasant Bank Deferred Income Plan dated December 14, 2020, filed as exhibit 10.31 to the Form 10-K of the Company filed with the Commission on February 26, 2021 and incorporated herein by reference.*

(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) Amendment No.

(10)(xxiii) Renasant Bank Deferred Income Plan, filed as exhibit 10.2 to the Form 10-K of the Company filed with the Commission on February 27, 2019 and incorporated herein by reference.*

(10)(xxiv) Amendment to the Renasant Bank Deferred Income Plan dated December 14, 2020, filed as exhibit 10.31 to the Form 10-K of the Company filed with the Commission on February 26, 2021 and incorporated herein by reference.*

(10)(xxv) 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)(xxvi) 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.

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

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

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

(10)(xxx) 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

(10)(xxxi) Executive Employment Agreement, dated as of April 1, 2025, by and between Renasant Corporation and M.

Ray (Hoppy) Cole, Jr., filed as exhibit 10.1 to the Form 8-K of the Company filed with the Commission on April 4, 2025 and incorporated herein by reference.*

(10)(xxxii) Executive Employment Agreement dated as of September 1, 2017 by and between Renasant Corporation and Mark W.

Jeanfreau, as amended, filed herewith.*

(16) Letter from HORNE, LLP dated November 3, 2025, filed as exhibit 16 to the Form 8-K of the Company filed with the Commission on November 1, 2025 and incorporated herein by reference.*

(19) Renasant Corporation Insider Trading Policy, filed as exhibit to the Form 10-K of the Company filed with the Commission on February 26, 2025 and incorporated herein by reference .

(21) Subsidiaries of the Company

4 unchanged sentences

(32)(ii) Certification of the Principal Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(97) Renasant Corporation Clawback Policy

(97) Renasant Corporation Clawback Policy , filed as exhibit 97 to the Form 10- K of the Company filed with the Commission on February 26, 2025 and incorporated herein by reference .

(101) The following materials from Renasant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025 were formatted in Inline XBRL (eXtensible Business Reporting Language):

7 unchanged sentences

RENASANT CORPORATION

February 26, 2025 by:

Mitchell Waycaster

Chief Executive Officer and

Executive Vice Chairman

March 2, 2026 by:

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

February 26, 2025 by:

March 2, 2026 by:

Chief Financial Officer

(Principal Financial Officer)

February 26, 2025 by:

March 2, 2026 by:

Chief Accounting Officer

(Principal Accounting Officer)

February 26, 2025 by:

March 2, 2026 by:

/s/ Donald Clark, Jr.

Donald Clark, Jr.

February 26, 2025 by:

March 02, 2026 by:

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 2, 2026 by:

Ray (Hoppy) Cole, Jr.

Ray (Hoppy)Cole, Jr.

Executive Advisor and Director

March 2, 2026 by:

Vice Chairman of the Board and Director

February 26, 2025 by:

March 2, 2026 by:

/s/ Albert J.

February 26, 2025 by:

March 2, 2026 by:

/s/ Connie L.

February 26, 2025 by:

March 2, 2026 by:

/s/ Richard L.

February 26, 2025 by:

March 2, 2026 by:

/s/ Jonathan A.

March 2, 2026 by:

Robinson McGraw

1 unchanged sentence

Chairman of the Board and Director

February 26, 2025 by:

March 2, 2026 by:

/s/ Renee Moore

March 2, 2026 by:

Mitchell Waycaster

Director, Chief Executive Officer

and Executive Vice Chairman

(Principal Executive Officer)

Executive Vice Chairman and Director

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