Current Report · Items 2.01, 2.03, 5.02, 7.01, 9.01 · 8-K

Renasant Corporation

RNSTNYSEEQUITYCurrent

Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Filed Apr 4, 2025Accepted Apr 4, 2025, 3:11 PM EDTCIK 715072Accession 0000715072-25-000123

Company context

Renasant Corporation is the parent of Renasant Bank, a 122-year-old financial services institution. Renasant has assets of approximately $27.1 billion and operates 282 banking, lending, mortgage and wealth management offices throughout the Southeast and also offers factoring and asset-based lending on a nationwide basis.

Current securities

RNSTNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 2.01, 2.03, 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.01Item 2.01 - Completion of Acquisition

Item 2.01 Completion of Acquisition or Disposition of Assets. On April 1, 2025 (the “Closing Date”), Renasant Corporation (“Renasant” or the “Company”), the parent holding company of Renasant Bank (“Renasant Bank” or the “Bank”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of July 29, 2024 (the “Agreement”), by and between the Company and The First Bancshares, Inc. (“The First”), a Mississippi corporation and the parent holding company of The First Bank. On the Closing Date, (i) The First merged with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation in the Merger (the effective time of the Merger, “Effective Time”) and (ii) simultaneously with the Merger, The First Bank merged with and into Renasant Bank, with Renasant Bank continuing as the surviving bank (together with the Merger, the “Mergers”). The Mergers were described in the Registration Statement on Form S-4 (File No. 333-281851) filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 30, 2024 and amended on September 13, 2024 (as amended, the “Registration Statement”). At the Effective Time, pursuant to the terms of the Agreement, each share of common stock, par value $1.00 per share, of The First was converted into the right to receive 1.00 share of common stock, par value $5.00 per share, of Renasant, with cash paid in lieu of fractional shares. The foregoing summary of the Agreement and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Agreement, which is contained in Annex A to the joint proxy statement/prospectus included in the Registration Statement, which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 2.03Item 2.03 - Creation of Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Upon consummation of the Mergers, Renasant assumed subordinated debentures and subordinated notes issued or assumed by The First in an aggregate principal amount of $133,786,000. Trust Preferred Securities The subordinated debentures and notes relating to issuances of trust preferred securities assumed by Renasant upon the consummation of the Mergers consist of the following: • $4,100,000 of floating rate junior subordinated deferrable interest debentures issued to The First Bancshares Statutory Trust 2 (“The First Trust 2”), due 2036. The First Trust 2 issued $4,000,000 of trust preferred securities to investors. Interest on the preferred securities is the three-month term Secured Overnight Financing Rate (“SOFR”) plus 1.65% plus a tenor spread adjustment of 0.026161% and is payable quarterly. The preferred securities are redeemable by Renasant at its option. • $6,200,000 of floating rate junior subordinated deferrable interest debentures issued to The First Bancshares Statutory Trust 3 (“The First Trust 3”), due 2037. The First Trust 3 issued $6,000,000 of trust preferred securities to investors. Interest on the preferred securities is the three-month term SOFR plus 1.40% plus a tenor spread adjustment of 0.026161% and is payable quarterly. The preferred securities are redeemable by Renasant at its option. • $6,186,000 aggregate principal amount of floating rate junior subordinated notes issued to FMB Capital Trust 1 (the “FMB Trust”), due 2033 (such notes, the “FMB Subordinated Notes”). The FMB Trust issued $6,000,000 of trust preferred securities to investors. Interest on the preferred securities is the three-month term SOFR plus 2.85% plus a tenor spread adjustment of 0.026161% and is payable quarterly. The preferred securities are redeemable by Renasant at its option. • $10,300,000 aggregate principal amount of subordinated debentures issued to Liberty Shares Statutory Trust II (the “Liberty Trust”), due 2036 (such debentures, the “HSBI Subordinated Debentures”). The Liberty Trust issued $10,000,000 of preferred securities to an investor. Interest on the preferred securities is the three-month term SOFR plus 1.48% plus a tenor spread adjustment of 0.026161% and is payable quarterly. The preferred securities are redeemable by Renasant at its option. The FMB Subordinated Notes were assumed in The First’s acquisition of FMB Banking Corporation (“FMB”) and the HSBI Subordinated Debentures were assumed in The First’s acquisition of Heritage Southeast Bank (“HSBI”). The FMB Subordinated Notes and HSBI Subordinated Debentures were issued in connection with the issuance of trust preferred securities by FMB and HSBI, respectively. Subordinated Notes The subordinated notes (in addition to the FMB Subordinated Notes) assumed by Renasant upon consummation of the Mergers consist of $42,000,000 in aggregate principal amount of fixed-to-floating rate subordinated notes due May 1, 2033 (the “2033 Notes”) and $65,000,000 in aggregate principal amount of fixed-to-floating rate subordinated notes due October 1, 2030 (the “2030 Notes”). The 2033 Notes bear interest at a fixed annual rate of 6.40%, payable quarterly in arrears, for the first ten years of the term. Thereafter, the interest rate will re-set quarterly to an interest rate per annum equal to a benchmark rate (which is expected to be three-month term SOFR plus 3.39% plus a tenor spread adjustment of 0.026161%), payable quarterly in arrears. Renasant is entitled to redeem the 2033 Notes, in whole or in part, on any interest payment date on or after May 1, 2028, and to redeem the 2033 Notes at any time in whole upon certain other specified events. The 2030 Notes bear interest at a fixed annual rate of 4.25%, payable semi-annually in arrears, for the first five years of the term. Thereafter, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate (which is expected to be the three-month term SOFR plus 412.6 basis points), payable quarterly in arrears. Renasant is entitled to redeem the 2030 Notes, in whole or in part, on any interest payment date on or after October 1, 2025, and to redeem the 2030 Notes at any time in whole upon certain other specified events. In connection with the assumption of the FMB Subordinated Notes, the HSBI Subordinated Debentures and the 2030 Notes, Renasant entered into supplemental indentures with the trustee of each series of assumed debt. The indentures and supplemental indentures with respect to each series, the forms of each of the 2033 Notes and the 2030 Notes, and the subordinated note purchase agreement with respect to the 2033 Notes are attached hereto as Exhibits 4.1 through 4.16 and are incorporated herein by reference.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board of Directors Pursuant to the terms of the Agreement, the board of directors of Renasant (the “Board”) increased the number of directors that comprised the Board to 17 directors, an increase of four, and appointed each of M. Ray (Hoppy) Cole, Jr., Jonathan A. Levy, Renee Moore, and Ted E. Parker to fill the new seats on the Board, effective as of the Effective Time, to hold such office until his or her successor is elected and qualified or until his or her resignation or removal. Prior to the Merger, Mr. Cole was the Chief Executive Officer and President and a director of The First, and Jonathan A. Levy, Renee Moore, and Ted E. Parker were directors of The First. The Company has not yet determined the committees of the Board to which these directors will be appointed; when made, these directors’ respective Board committee assignments will be set forth on the Company’s website, www.renasant.com, by clicking on “Committee Composition” under the “Corporate Governance” tab. Mr. Levy, Mr. Parker and Ms. Moore will be entitled to receive compensation as a non-employee member of the Board, as described under the heading “Director Compensation” in the “Board Members and Compensation” section of the Company’s 2025 Proxy Statement, filed with the SEC on March 12, 2025, which is incorporated herein by reference (the “2025 Proxy Statement”). A description of each director’s background and experience can be found in the “Proposals” section of the 2025 Proxy Statement, under the heading “Proposal 1 - Election of Directors.” These descriptions are incorporated herein by reference. In connection with the Agreement, Mr. Cole entered into an employment agreement with Renasant (the “Cole Employment Agreement”), effective as of the Closing Date. The Cole Employment Agreement is described in the section titled “Interests of FBMS’s Directors and Executive Officers in the Mergers” of the Registration Statement and such description is incorporated herein by reference. The description of the Cole Employment Agreement is not complete and is subject to and qualified in its entirety by reference to the Cole Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. Since the beginning of the last fiscal year there have been no related party transactions between Renasant and Mr. Cole that would be reportable under Item 404(a) of Regulation S-K. Pursuant to the terms of the Agreement, the board of directors of Renasant Bank (the “Bank Board”) increased the number of directors that comprised the Bank Board to 21 directors, an increase of six, and appointed each of Mr. Cole, Mr. Levy, Ms. Moore, Mr. Parker, E. Ricky Gibson, and Fred A. McMurry, to fill the new seats on the Bank Board, effective as of the Effective Time, to hold such office until his or her successor is elected and qualified or until his or her resignation or removal. As previously disclosed in the 2025 Proxy Statement, in addition to the foregoing appointments to the Board, effective as of the Effective Time, the Board increased the number of directors that comprised the Board by one additional director and appointed Kevin D. Chapman, Renasant’s President and Chief Operating Officer and a member of the Bank Board, to fill this new seat on the Board. Executive Chairman On April 1, 2025, E. Robinson McGraw, the Company’s Executive Chairman and the Chairman of the Board and of the Bank Board, agreed with the Company that he would resign as an officer and employee of the Company and the Bank, effective May 1, 2025 (the “Transition Date”). The Company and Mr. McGraw mutually determined that, in connection with the completion of the Mergers, it would best position the Company and the Bank for future growth to transition to a new leadership structure in connection with Kevin D. Chapman assuming the role of the Company’s and the Bank’s Chief Executive Officer on the Transition Date (as previously disclosed). The circumstances giving rise to Mr. McGraw’s departure are not the result of any disagreement with the Company on any subject, including its operations, policies or practices. Mr. McGraw will continue to serve as Chairman of the Board and of the Bank Board following the Transition Date. In connection with the change in Mr. McGraw’s role, Mr. McGraw and the Company entered into a Transition Agreement, dated as of April 1, 2025 (the “Transition Agreement”). The Transition Agreement memorializes Mr. McGraw’s resignation as an officer and employee as well as his continued service as a director and as Chairman of the Board and of the Bank Board, each as described above, and confirms that Mr. McGraw will be compensated the same as the Company’s other non-employee directors. The agreement also provides for a severance payment of $672,185.55 in connection with this transition. Finally, the Transition Agreement provides that Mr. McGraw’s employment agreement is extinguished as of the Transition Date, with the exception of the restrictive covenants set forth therein. The foregoing summary of the Transition Agreement is not complete and is qualified in its entirety by reference to the complete text of the Transition Agreement, which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On April 1, 2025, the Company issued a press release announcing the consummation of the Mergers. A copy of the Company’s press release dated April 1, 2025 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information (including Exhibit 99.1) is being furnished under Item 7.01 of this Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Filed exhibits (10)

EX-4.11 (by filename) ex411fbmstrust3-supplement.htm

EX-4.11 12 ex411fbmstrust3-supplement.htm EX-4.11 Document Exhibit 4.11 FIRST SUPPLEMENTAL INDENTURE (The First Bancshares Statutory Trust III) THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation (the “Company”), under the Indenture referred to below. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Junior Subordinated Indenture dated as of July 27, 2007 (the “Indenture”), pursuant to which the Company issued U.S. $6,186,000 of its Unsecured Junior Subordinated Deferrable Interest Notes due 2037 (the “Securities”). As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness…

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EX-4.12 (by filename) ex412_indenture.htm

EX-4.12 13 ex412_indenture.htm EX-4.12 Document Exhibit 4.12 Execution Version The First Bancshares, Inc. as Issuer, and U.S. Bank National Association as Trustee INDENTURE Dated as of September 25, 2020 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 101 Definitions. 1 Section 102 Compliance Certificates and Opinions. 9 Section 103 Form of Documents Delivered to Trustee. 10 Section 104 Acts of Holders. 10 Section 105 Required Notices or Demands. 12 Section 106 Language of Notices. 13 Section 107 Incorporation by Reference of Trust Indenture Act; Conflicts. 13 Section 108 Effect of Headings and Table of Contents. 14 Section 109 Successors and Assigns. 14 Section 110 Severability. …

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EX-4 (by filename) ex4132030notes-supplementa.htm

EX-4.13 14 ex4132030notes-supplementa.htm EX-4.13 Document Exhibit 4.13 FIRST SUPPLEMENTAL INDENTURE (4.25% Fixed-to-Floating Rate Subordinated Notes due 2030) THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among U. S. Bank, National Association, a national banking association (herein, the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation (the “Company”) and the “Company” under the Indenture. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Indenture dated as of September 25, 2020 (the “Indenture”), pursuant to which the Company issued U.S. $65,000,000 of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge …

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EX-4.14 (by filename) ex414_formofsubdebtnote.htm

EX-4.14 15 ex414_formofsubdebtnote.htm EX-4.14 Document Exhibit 4.14 GLOBAL SUBORDINATED NOTE THE FIRST BANCSHARES, INC. 4.25% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE 2030 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED BY A LEGAL O…

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EX-4.15 (by filename) ex415_subnotepurchaseagree.htm

EX-4.15 16 ex415_subnotepurchaseagree.htm EX-4.15 Document Exhibit 4.15 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 30, 2018, and is made by and among The First Bancshares, Inc., a Mississippi corporation (“Company”), and the several purchasers of the Subordinated Notes (each a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, Company has requested that the Purchasers purchase from Company $42,000,000 in aggregate principal amount of Subordinated Notes (as defined herein), which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein). WHEREAS, Company has engaged Stephens Inc. and Hovde Group, LLC as its exclusive placement agents (collectively, “Placement Agents”) for the offering of the Subordinated Notes. WHEREAS, each of the Purchasers is an institutional “accredited investor” as such term is contemplated by Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act (as defined below), as well as a “qualified institutional buyer” as such term is defined in Rule 144A promulgated under the Securities Act. WHEREAS, the sale of the Subord…

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EX-4.3 (by filename) ex43fmbtrust-supplementali.htm

EX-4.3 4 ex43fmbtrust-supplementali.htm EX-4.3 Document Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE (FMB Capital Trust I) THIS SECOND SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among The Bank of New York Mellon formerly known as The Bank of New York (the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation, as successor in interest to FMB Banking Corporation (the “Company”). NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Indenture dated as of November 24, 2003, by and between FMB Banking Corporation, a Florida corporation, as the Company, and The Bank of New York, a New York banking corporation, as Trustee, as supplemented by that certain Supplemental Indenture dated as of October 31, 2018, by and among FMB Banking Corporation, The First Bancshares, Inc. and the Trustee (as supplemen…

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EX-4.7 (by filename) ex47libertytrust-supplemen.htm

EX-4.7 8 ex47libertytrust-supplemen.htm EX-4.7 Document Exhibit 4.7 THIRD SUPPLEMENTAL INDENTURE (Liberty Shares Statutory Trust II) THIS THIRD SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among U.S. Bank Trust Company, National Association, a national banking association, successor in interest to U.S. Bank National Association, as trustee (herein, the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation, as the ultimate successor in interest to Liberty Shares, Inc. (the “Company”) and the “Company” under the Indenture. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Indenture dated as of August 10, 2016, as supplemented by that certain First Supplemental Indenture dated as of August 30, 2019, executed in connection with the merger of Liberty Shares, Inc. with and into Heritage Southe…

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EX-4.9 (by filename) ex49fbmstrust2-supplementa.htm

EX-4.9 10 ex49fbmstrust2-supplementa.htm EX-4.9 Document Exhibit 4.9 FIRST SUPPLEMENTAL INDENTURE (The First Bancshares Statutory Trust II) THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation (the “Company”), under the Indenture referred to below. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Junior Subordinated Indenture dated as of June 30, 2006 (the “Indenture”), pursuant to which the Company issued U.S. $4,124,000 of its Unsecured Junior Subordinated Deferrable Interest Notes due 2036 (the “Securities”). As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of …

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EX-99.1 (by filename) ex991_mergerclosing.htm

EX-99.1 20 ex991_mergerclosing.htm EX-99.1 Document Exhibit 99.1 Contacts: For Media: For Financials: ───────────────────────────────────────────────────────── John S. Oxford James C. Mabry IV Senior Vice President Executive Vice President Chief Marketing Officer Chief Financial Officer (662) 680-1219 (662) 680-1281 joxford@renasant.com jim.mabry@renasant.com Renasant Corporation Completes Merger with The First Bancshares, Inc. TUPELO, Miss., (April 1, 2025) - Renasant Corporation (NYSE: RNST) (“Renasant” or “the Company”) announced today that it has completed its merger with The First Bancshares, Inc., the parent company of The First Bank (“The First”), effective April 1, 2025. Although the merger has been completed, full conversion and integration of The First’s operations into Renasant’s is expected to be completed in early August 2025. Until the conversion is completed, The First’s customers should continue to conduct their banking business as usual, including using existing branches, debit cards, checks, credit cards and ATMs, and making loan payments. The Company has posted Frequently Asked Questio…

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EX-99.2 (by filename) ex992_thefirstauditedfinan.htm

EX-99.2 21 ex992_thefirstauditedfinan.htm EX-99.2 Document Exhibit 99.2 Audited Financial Statements of The First Bancshares, Inc. and the related reports of the independent auditor thereto Report of Independent Registered Public Accounting Firm To the Stockholders, Board of Directors and Audit Committee The First Bancshares, Inc. Hattiesburg, Mississippi Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of The First Bancshares, Inc. ( Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the Uni…

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