Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement. On November 17, 2021, Renasant Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., as representative of the underwriters listed on Schedule I to the Underwriting Agreement, for the issuance and sale of $200 million aggregate principal amount of its 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Notes"), at a public offering price equal to 100% of the aggregate principal amount of the Notes.

The offering of the Notes closed on November 23, 2021. The net proceeds from the sale of the Notes to the Company were approximately $197 million, after giving effect to the underwriting discount of 1.25% and estimated expenses of the offering of the Notes. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include providing capital to support the Company's organic growth or growth through strategic acquisitions, redeeming or repaying indebtedness, financing investments, capital expenditures and for investments in Renasant Bank, the Company's wholly-owned subsidiary, as regulatory capital.

The Notes have been offered pursuant to a prospectus supplement, dated November 17, 2021, to the prospectus dated October 12, 2021, that was filed as part of the Registration Statement on Form S-3 (File No. 333-260188) under the Securities Act of 1933, as amended (the "Securities Act"), which registration statement was filed with the Securities and Exchange Commission ("SEC") and automatically became effective on October 12, 2021.

The Underwriting Agreement contains representations, warranties and covenants customary in agreements of this type. These representations, warranties and covenants are not representations of factual information to investors about the Company or its subsidiaries, and the sale of the Notes is not a representation that there has not been any change in the condition of the Company. The Company also agreed to indemnify the underwriters against certain liabilities arising out of or in connection with the sale of the Notes.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Indenture and Notes. The Notes have been issued under a Subordinated Indenture dated as of August 22, 2016 (the "Base Indenture") by and between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"), as supplemented by that certain Fourth Supplemental Indenture dated as of November 23, 2021, between the Company and the Trustee (the "Fourth Supplemental Indenture" and together with the Base Indenture, as previously supplemented by that certain First Supplemental Indenture dated as of August 22, 2016 between the Company and the Trustee, that certain Second Supplemental Indenture dated as of August 22, 2016 between the Company and the Trustee and that certain Third Supplemental Indenture dated as of September 3, 2020 between the Company and the Trustee, the "Indenture"). The terms of the Notes are set forth in, and such Notes are governed by, the Base Indenture and the Fourth Supplemental Indenture.

The Notes will mature on December 1, 2031. From and including November 23, 2021, to but excluding December 1, 2026 or the date of earlier redemption, the Company will pay interest on the Notes semi-annually in arrears on each June 1 and December 1 commencing June 1, 2022, at a fixed annual interest rate equal to 3.00%. From and including December 1, 2026, to but excluding the maturity date or earlier redemption date, the Company will pay interest on the Notes at a floating per annum rate equal to a Benchmark rate (which is expected to be Three-Month Term SOFR) (each as defined in the Indenture), plus 191 basis points, payable quarterly in arrears on each March 1, June 1, September 1 and December 1 commencing on March 1, 2027; provided, however, that in the event the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.

The Company may, beginning with the interest payment date of December 1, 2026, and on any interest payment date thereafter, redeem the Notes, in whole or in part, from time to time, subject to obtaining the prior approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") (or, as and if applicable, the rules of any appropriate successor bank regulatory agency) to the extent such approval is then required under the rules of the Federal Reserve (or such successor bank regulatory agency), at a redemption price equal to 100% of the principal

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amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. The Company may also redeem the Notes at any time prior to their maturity, including prior to December 1, 2026, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve (or, as and if applicable, the rules of any appropriate successor bank regulatory agency) to the extent such approval is then required under the rules of the Federal Reserve (or such successor bank regulatory agency), if (i) a change or prospective change in law occurs that could prevent us from deducting interest payable on the Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 Capital for regulatory capital purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to, but excluding, the redemption date. There is no sinking fund for the benefit of the Notes, and the Notes are not convertible into, or exchangeable for, equity securities, other securities, or assets or property of the Company or its subsidiaries.

There is no automatic acceleration, or right of acceleration, in the case of default in the payment of principal of, premium, if any, or interest on the Notes, or in the performance of any of the Company's other obligations under the Notes or the Indenture. The Indenture provides that holders of the Notes may accelerate payment of indebtedness only upon the Company's or Renasant Bank's insolvency, receivership, conservatorship, reorganization or similar proceedings, or if there is a liquidation or winding up of the Company's business.

The Notes are the unsecured, subordinated obligations of the Company and rank (i) junior in right of payment and upon the Company's liquidation to any of the Company's existing and all future Senior Indebtedness (as defined in the Indenture); (ii) junior in right of payment and upon the Company's liquidation to any of the Company's existing and all of its future general creditors; (iii) equal in right of payment and upon the Company's liquidation with any of the Company's existing and all of its future indebtedness the terms of which . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 17, 2021, the Company issued a press release announcing the pricing of its offering of the Notes, which is furnished hereto as Exhibit 99.1.

This Current Report on Form 8-K, including the Exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of the Notes is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act.

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Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
  No.                               Description of Exhibit

 1.1          Underwriting Agreement, dated November 17, 2021, by and between
            Renasant Corporation and Keefe, Bruyette & Woods, Inc., as
            representative of the underwriters named therein.

 4.1          Subordinated Indenture dated August 22, 2016 between Renasant
            Corporation and Wilmington Trust, National Association, as Trustee,
            incorporated herein by reference to Exhibit 4.1 of the Current Report
            on Form 8-K of Renasant Corporation filed with the SEC on August 22,
            2016.

 4.2          Fourth Supplemental Indenture dated November 23, 2021 between
            Renasant Corporation and Wilmington Trust, National Association, as
            Trustee.

 4.3          Form of 3.00% Fixed-to-Floating Rate Subordinated Note due 2031
            (included in Exhibit 4.2).

 5.1          Opinion of Phelps Dunbar LLP regarding the legality of the Notes,
            under Mississippi law.

 5.2          Opinion of Covington & Burling LLP regarding the legality of the
            Notes, under New York law.

23.1          Consent of Phelps Dunbar LLP (included in Exhibit 5.1).

23.2          Consent of Covington & Burling LLP (included in Exhibit 5.2).

99.1          Press release dated November 17, 2021.

104         The cover page of Renasant's Form 8-K is formatted in Inline XBRL.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This report, including the exhibits included herewith, may contain, or incorporate by reference, statements about the Company that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words "believes," "expects," "projects," "anticipates," "intends," "estimates," "plans," "potential," "possible," "may increase," "may fluctuate," "will likely result," and similar expressions, or future or conditional verbs such as "will," "should," "would" and "could," are generally forward-looking in nature and not historical facts. Forward-looking statements include information about the Company's future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company's control. In addition, these forward-looking statements are subject to assumptions about future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements; such differences may be material. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and accordingly, undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made.

Important factors currently known to management that could cause the Company's actual results to differ materially from those in forward-looking statements include the following: (i) the continued impact of the COVID-19 pandemic and related governmental response measures on the U.S. economy and the economies of the markets in which the Company operates; (ii) the Company's ability to efficiently integrate acquisitions into its operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management; (iii) the effect of economic conditions and interest rates on a national, regional or international basis; (iv) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (v) competitive pressures in the consumer finance, commercial finance, insurance, financial services, asset management, retail banking, mortgage lending and auto lending industries; (vi) the financial resources of, and products available from, competitors; (vii) changes in laws and regulations as well as changes in accounting standards; (viii) changes in policy by regulatory agencies; (ix) changes in the securities and

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foreign exchange markets; (x) the Company's potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (xi) changes in the quality or composition of the Company's loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers; (xii) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xiii) general economic, market or business conditions, including the impact of inflation; (xiv) changes in demand for loan products and financial services; (xv) concentration of credit exposure; (xvi) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xvii) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses; (xviii) civil unrest, natural disasters, epidemics and other catastrophic events in the Company's geographic area; (xix) the impact, extent and timing of technological changes; and (xx) other circumstances, many of which are beyond management's control.

The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.

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