Renasant Corp美股招股说明书(2026-05-05版)

We are offering $300,000,000.00 aggregate principal amount of our 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (which we refer to as the“Notes”). The Notes will mature on June1, 2036. From and including the date of original issuance to, but excluding June1, 2031 or the date of earlier redemption, theNotes will bear interest at a rate of 6.25% per annum, payable semi-annually in arrears on June1 and December1 of each year, commencing on December1, 2026. Fromand including June1, 2031, to, but excluding, June1, 2036or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to abenchmark rate (which is expected to be Three-Month Term SOFR (as defined herein)) plus a spread of 245basis points, payable quarterly in arrears on March1, June1,September1 and December1 of each year, commencing on September1, 2031. Notwithstanding the foregoing, if the benchmark rate is less than zero, the benchmarkrate will be deemed to be zero. We may, at our option, redeem the Notes (1)in whole or in part beginning with the interest payment date of June1, 2031, and on any date thereafter or (2)inwhole but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” or Renasant Corporation becoming required to register as an investment companypursuant to the Investment Company Act of 1940, as amended. The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued andunpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors ofthe Federal Reserve System (the “Federal Reserve”) (or, as and if applicable, the rules of any appropriate successor bank regulatory agency) to the extent then requiredunder applicable laws or regulations, including capital regulations. The Notes will be general unsecured, subordinated obligations of Renasant Corporation and will rank junior to all of our existing and future senior indebtedness,including all of our general creditors. In addition, the Notes will be effectively subordinated to all of our secured indebtedness to the extent of the value of the collateralsecuring such indebtedness. The Notes will be structurally subordinated to all of the existing and future liabilities and obligations of our subsidiaries, including thedeposit liabilities and claims of other creditors of our bank subsidiary, Renasant Bank. The Notes will be obligations of Renasant Corporation only and will not beobligations of, and will not be guaranteed by, any of our subsidiaries, including our bank subsidiary, Renasant Bank. There is no sinking fund for the Notes. Currently, there is no public trading market for the Notes. We do not intend to list the Notes on any securities exchange or to have the Notes quoted on a quotationsystem. PerNoteTotalPublic offering price(1)100%$300,000,000.00Underwriting discounts and commissions(2)1.25%$3,750,000.00Proceeds to us, before expenses98.75%$296,250,000.00 (1)Plus accrued interest, if any, from the original issue date.(2)See “Underwriting (Conflicts of Interest)” for details regarding compensation to be received by the underwriters in connection with this offering. The underwriters expect to deliver the Notes to purchasers in book-entry only form through the facilities of The Depository Trust Company, against paymenttherefor in immediately available funds, on or about May7, 2026. See “Underwriting (Conflicts of Interest).” Investing in the Notes involves risks, including that the interest rate on the Notes during the floating rate period may be determined based on a rate otherthan Three-Month Term SOFR. You should refer to “Risk Factors” beginning on page S-9 of thisprospectus supplement, on page2 of the accompanyingprospectus and on page15 of our Annual Report on Form10-Kfor the year ended December31, 2025. The Notes are not savings accounts, deposits or other obligations of any bank and are not insured by the Federal Deposit Insurance Corporation (the“FDIC”), or any other government agency. Neither the Securities and Exchange Commission (the “SEC”), any state securities commission, the FDIC, theFederal Reserve nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Lead Book Running Manager A Stifel Company Active Book Running Manager Stephens Inc. Co-Managers ParkPlaceCapitalSecurities PiperSandler TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE SUBORDINATED NOTESU.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN BENEFIT PLAN CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL M