RENASANT CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures 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 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 146 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 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. ITEM 9B. OTHER INFORMATION Trading Plans During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408(a) of Regulation S-K). ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III 147 ITEM 10. 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 The information appearing under the heading “Executive Officers” in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders is incorporated herein by reference. Code of Ethics The Company has adopted a code of business conduct and ethics in compliance with Item 406 of Regulation S-K that applies to the Company’s principal executive officer, principal financial officer and principal accounting officer, among others. The Company’s Code of Ethics is available on its website at www.renasant.com by clicking on “Corporate Governance,” then “Documents, Charters & Selected Policies” and then “Code of Business Conduct and Ethics.” Any person may request a free copy of the Code of Business Conduct and Ethics from the Company by sending a request to the following address: Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: 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. 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. ITEM 11. 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,” “Compensation Tables” and “Other Compensation-Related Disclosures” in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information appearing under the heading “Stock Ownership” in the Company’s Definitive Proxy Statement for its 2026 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, 2025. 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, 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 : 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”). At 148 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. 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 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 — — 1,040,182 Equity compensation plans not approved by security holders — — 694,295 Total — — 1,734,477 (1) Does not take into account units allocated under the DSU Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information appearing under the heading “Independent Registered Public Accountants” in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders is incorporated herein by reference. 149 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) - (1) Financial Statements The following consolidated financial statements and supplementary information for the fiscal years ended December 31, 2025, 2024 and 2023 are included in Part II, Item 8, Financial Statements and Supplementary Data, in this report: (i) Report on Management’s Assessment of Internal Control over Financial Reporting (ii) Reports of Independent Registered Public Accounting Firm (iii) Consolidated Balance Sheets – December 31, 2025 and 2024 (iv) Consolidated Statements of Income – Years ended December 31, 2025, 2024 and 20 23 (v) Consolidated Statements of Comprehensive Income – Years ended December 31, 2025, 2024 and 20 23 (vi) Consolidated Statements of Changes in Shareholders’ Equity – Years ended December 31, 2025, 2024 and 2 023 (vii) Consolidated Statements of Cash Flows – Years ended December 31, 2025, 2024 and 20 23 (viii) Notes to Consolidated Financial Statements (a) - (2) Financial Statement Schedules All schedules have been omitted because they are either not applicable or the required information has been included in the consolidated financial statements or notes thereto. (a) - (3) Exhibits required by Item 601 of Regulation S-K (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) 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. 150 (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 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. and U.S. 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. and U.S. 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. and U.S. 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. 151 (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. 333-102152) filed with the Commission on December 23, 2002 and incorporated herein by reference.* (10)(ii) Amendment to the Renasant Corporation Deferred Stock Unit Plan dated December 4, 2002, filed as exhibit 4.4 to the Form S-8 Registration Statement of the Company (File No. 333-102152) filed with the Commission on December 23, 2002 and incorporated herein by reference.* (10)(iii) Amended and Restated Renasant Corporation Deferred Stock Unit Plan, filed as exhibit 99.2 to the Form 8-K of the Company filed with the Commission on July 19, 2006 and incorporated herein by reference.* (10)(iv) Amendment to the Amended and Restated Renasant Corporation Deferred Stock Unit Plan dated June 5, 2007, filed as exhibit 99.1 to the Form S-8 Registration Statement of the Company (File No. 333-144185) filed with the Commission on June 29, 2007 and incorporated herein by reference.* (10)(v) Amendment to the Amended and Restated Renasant Corporation Deferred Stock Unit Plan dated December 16, 2008, filed as exhibit 10.2 to the Form 8-K of the Company filed with the Commission on February 17, 2009 and incorporated herein by reference.* (10)(vi) Amendment to the Amended and Restated Renasant Corporation Deferred Stock Unit Plan dated January 17, 2012, filed as exhibit 99.1 to the Form 8-K of the Company filed with the Commission on January 23, 2012 and incorporated herein by reference.* (10)(vii) Amendment No. 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) 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.* (10)(x) Amendment to the Renasant Bank Executive Deferred Income Plan dated December 16, 2008, filed as exhibit 10.3 to the Form 8-K of the Company filed with the Commission on February 17, 2009 and incorporated herein by reference.* (10)(xi) Amendment to the Renasant Bank Executive Deferred Income Plan dated December 27, 2016, filed as exhibit 10.1 to the Form 10-K/A of the Company filed with the Commission on February 28, 2017 and incorporated herein by reference.* (10)(xii) Renasant Bank Directors’ Deferred Fee Plan, filed as exhibit 99.2 to the Form 8-K of the Company filed with the Commission on January 5, 2007 and incorporated herein by reference.* (10)(xiii) Amendment to the Renasant Bank Directors’ Deferred Fee Plan dated December 16, 2008, filed as exhibit 10.4 to the Form 8-K of the Company filed with the Commission on February 17, 2009 and incorporated herein by reference.* (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) 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.* 152 (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(xviii) Amendment No. 2 to the Executive Employment Agreement dated February 25, 2025, between Renasant Corporation and Kevin D. 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)(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(xxi) Amendment No. 2 to the Executive Employment Agreement dated December 17, 2024, between Renasant Corporation and C. 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)(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)(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)(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)(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 (23) Consent of Independent Registered Public Accounting Firm (31)(i) Certification of the Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 153 (31)(ii) Certification of the Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32)(i) Certification of the Principal Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (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 , 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): (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 and (vi) Notes to Consolidated Financial Statements. (104) The cover page of Renasant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included in Exhibit 101). * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K. The Company does not have any long-term debt instruments under which securities are authorized exceeding ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. The Company will furnish to the Securities and Exchange Commission, upon its request, a copy of all long-term debt instruments not filed herewith. 154 ITEM 16. FORM 10-K SUMMARY None. 155 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RENASANT CORPORATION Date: March 2, 2026 by: /s/ Kevin D. Chapman Kevin D. Chapman 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. Date: March 2, 2026 by: /s/ James C. Mabry IV James C. Mabry IV Chief Financial Officer (Principal Financial Officer) Date: March 2, 2026 by: /s/ Kelly W. Hutcheson Kelly W. Hutcheson Chief Accounting Officer (Principal Accounting Officer) Date: March 2, 2026 by: /s/ Gary D. Butler Gary D. Butler Director Date: March 2, 2026 by: /s/ Donald Clark, Jr. Donald Clark, Jr. Director Date: March 02, 2026 by: /s/ Kevin D. Chapman Kevin D. Chapman President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 2, 2026 by: /s/ M. Ray (Hoppy) Cole, Jr. M. Ray (Hoppy)Cole, Jr. Executive Advisor and Director Date: March 2, 2026 by: /s/ John M. Creekmore John M. Creekmore Vice Chairman of the Board and Director Date: March 2, 2026 by: /s/ Albert J. Dale, III Albert J. Dale, III Director S-1 Date: March 2, 2026 by: /s/ Jill V. Deer Jill V. Deer Director Date: March 2, 2026 by: /s/ Connie L. Engel Connie L. Engel Director Date: March 2, 2026 by: /s/ Rose J. Flenorl Rose J. Flenorl Director Date: March 2, 2026 by: /s/ John T. Foy John T. Foy Director Date: March 2, 2026 by: /s/ Richard L. Heyer, Jr. Richard L. Heyer, Jr. Director Date: March 2, 2026 by: /s/ Neal A. Holland, Jr. Neal A. Holland, Jr. Director Date: March 2, 2026 by: /s/ Jonathan A. Levy Jonathan A. Levy Director Date: March 2, 2026 by: /s/ E. Robinson McGraw E. Robinson McGraw Chairman of the Board and Director Date: March 2, 2026 by: /s/ Renee Moore Renee Moore Director Date: March 2, 2026 by: /s/ Ted E. Parker Ted E. Parker Director Date: March 2, 2026 by: /s/ Sean M. Suggs Sean M. Suggs Director Date: March 2, 2026 by: /s/ C. Mitchell Waycaster C. Mitchell Waycaster Executive Vice Chairman and Director S-2