As filed with the Securities and Exchange Commission on October 29, 2024
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RENASANT CORPORATION
(Exact name of registrant as specified in its charter)

    
        Mississippi                        64-0676974
    (State or other                        (I.R.S. Employer
    jurisdiction of incorporation                    Identification No.)
        or organization)

209 Troy Street
Tupelo, Mississippi 38804-4827
(Address of principal executive offices)(Zip Code)
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RENASANT CORPORATION
2020 LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)
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C. MITCHELL WAYCASTERCopy to:
Chief Executive OfficerMARK W. JEANFREAU
Renasant CorporationGeneral Counsel
209 Troy StreetRenasant Corporation
Tupelo, Mississippi 38804-4827209 Troy Street
(662) 680-1001Tupelo, Mississippi 38804-4827
 (Name and address, including zip code, and telephone number,
including area code, of agent for service)
(662) 680-1445
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 915,000 shares of common stock, par value $5.00 per share (the “Common Stock”), of Renasant Corporation (the “Company” or the “Registrant”), which may be issued pursuant to awards under the Renasant Corporation 2020 Long-Term Incentive Compensation Plan (the “Plan”), the addition of which was approved by the Company’s shareholders at the Company’s annual meeting of shareholders held on April 23, 2024. The Company previously filed with the Securities and Exchange Commission (the “Commission”) on May 18, 2020, a registration statement on Form S-8 (SEC File No. 333-238480) (the “Prior Registration Statement”) registering an aggregate of 1,800,000 shares of Common Stock under the Plan.
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding registration of additional securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement to the extent not replaced hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The prospectus containing information required by Part I of Form S-8 relating to this Registration Statement is omitted in accordance with the note to Part I of Form S-8. Each holder of an equity award under the Plan will be furnished with a copy of the prospectus or documents containing the information specified in Part I of Form S-8, as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. In accordance with the rules of the Commission, the prospectus for the Plan is not being filed with or included in this Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 23, 2024;
b) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the Commission on May 8, 2024, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the Commission on August 7, 2024;
c) The Company’s Current Reports on Form 8-K filed with the Commission on April 23, 2024 (only with respect to information filed under item 5.02), April 25, 2024 (only with respect to information filed under items 3.03, 5.02, 5.07 and 9.01), July 2, 2024, July 29, 2024 (only with respect to information filed under items 1.01, 8.01, and 9.01), July 30, 2024 (only with respect to information filed under items 1.01 and 9.01) (other than those portions of the documents deemed to be furnished and not filed), and October 24, 2024; and



d) The description of the Common Stock contained in the Company’s Form 8-A/A Registration Statement filed with the Commission on August 28, 2024, which makes reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2024, including any subsequent amendments or reports filed for the purpose of updating such description.
To the extent that any information contained in any report on Form 8-K or any exhibit thereto was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference herein.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents, provided that any document or information contained in such filings that is deemed “furnished” to, or is otherwise not deemed “filed” with, the Commission in accordance with Commission rules, including, but not limited to, the Company’s compensation committee report and performance graph and information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K including related exhibits, shall not be deemed incorporated by reference herein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.        Exhibits.

Exhibit No.    Description of Exhibit


107.1*    Filing Fee Table

* Filed herewith.



SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tupelo, State of Mississippi, on this 29th day of October 2024.

                            RENASANT CORPORATION
        
                
    By: /s/ C. Mitchell Waycaster            
C. Mitchell Waycaster
Chief Executive Officer                    



POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and officers of Renasant Corporation, constitute and appoint C. Mitchell Waycaster, Kevin D. Chapman and James C. Mabry IV and each or any of them (with full power to each act alone), our true and lawful agents and attorneys-in-fact, for us and on our behalf and in our name, place and stead, in any and all capacities, to sign, execute, acknowledge, deliver, and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto, and all other documents in connection therewith and all instruments necessary, appropriate or advisable to enable Renasant Corporation to comply with the Securities Act of 1933, as amended, and other federal and state securities laws, in connection with the Renasant Corporation 2020 Long-Term Incentive Compensation Plan, as amended, and to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Date: October 29, 2024by:
  /s/ C. Mitchell Waycaster            
C. Mitchell Waycaster
Director, Chief Executive Officer and Executive Vice Chairman (Principal Executive Officer)
Date: October 29, 2024by:
  /s/ James. C. Mabry IV                
James C. Mabry IV
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)


Date: October 29, 2024by:
  /s/ Kelly W. Hutcheson                
Kelly W. Hutcheson
Chief Accounting Officer
(Principal Accounting Officer)

Date: October 29, 2024by:
  /s/ E. Robinson McGraw            
E. Robinson McGraw
Executive Chairman, Director


Date: October 29, 2024by:
  /s/ Gary D. Butler                
Gary D. Butler, Director




Date: October 29, 2024by:
  /s/ Donald Clark, Jr.                
Donald Clark, Jr., Director


Date: October 29, 2024by:
  /s/ John M. Creekmore            
John M. Creekmore, Director


Date: October 29, 2024by:
  /s/ Albert J. Dale, III                
Albert J. Dale, III, Director


Date: October 29, 2024by:
  /s/ Jill V. Deer                
Jill V. Deer, Director


Date: October 29, 2024by:
  /s/ Connie L. Engel                
Connie L. Engel, Director


Date: October 29, 2024by:
  /s/ Rose J. Flenorl                
Rose J. Flenorl, Director


Date: October 29, 2024by:
  /s/ John T. Foy                
John T. Foy, Director


Date: October 29, 2024by:
  /s/ Richard L. Heyer, Jr.            
Richard L. Heyer, Jr., Director


Date: October 29, 2024by:
  /s/ Neal A. Holland, Jr.            
Neal A. Holland, Jr., Director


Date: October 29, 2024by:
  /s/ Sean M. Suggs                
Sean M. Suggs, Director



S-8 S-8 EX-FILING FEES 0000715072 RENASANT CORP Fees to be Paid 0000715072 2024-10-29 2024-10-29 0000715072 1 2024-10-29 2024-10-29 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

RENASANT CORP

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, par value $5.00 per share Other 915,000 $ 32.50 $ 29,737,500.00 0.0001531 $ 4,552.81

Total Offering Amounts:

$ 29,737,500.00

$ 4,552.81

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 4,552.81

Offering Note

1

The Amount Registered represents the additional shares of common stock, par value $5.00 per share, of Renasant Corporation (the "Common Stock") available for issuance under the Renasant Corporation 2020 Long-Term Incentive Compensation Plan, as amended (the "Plan") resulting from an amendment to the Plan adopted by the shareholders of Renasant Corporation (the "Registrant") on April 23, 2024. The Proposed Maximum Offering Price per Unit is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act") on the basis of $32.50 per share, which represents the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on October 22, 2024. Pursuant to Rule 416(a) under the Securities Act, this Registration Statement on Form S-8 also covers an indeterminate number of additional shares of Common Stock that may be offered or issued under the Plan by reason of stock splits, stock dividends, recapitalizations or similar transactions effected without the receipt of consideration which result in an increase in the number of the Registrant's outstanding shares of Common Stock.
Exhibit 5.1
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October 23, 2024
Renasant Corporation
209 Troy Street
Tupelo, MS 38804

Re: Registration Statement on Form S-8 – Renasant Corporation 2020 Long-Term Incentive Compensation Plan, as amended

Ladies and Gentlemen:
We have acted as counsel to Renasant Corporation, a Mississippi corporation (the “Company”), in connection with the preparation and filing of the above-referenced Registration Statement on Form S-8 (as it may be amended from time to time, the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering 915,000 additional shares of common stock, par value $5.00 per share, of the Company (the “Shares”), to be issued by the Company upon the grant, exercise or settlement of awards under the Renasant Corporation 2020 Long-Term Incentive Compensation Plan, as amended (the “Plan”). The Plan and the issuance of the Shares pursuant to the Plan were approved by the Board of Directors of the Company (the “Board”) on February 26, 2024, subject to shareholder approval, which was obtained on April 23, 2024.
This opinion letter is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
In rendering this opinion, we have examined and relied upon the original, or a photostatic, scanned/emailed or certified (or otherwise satisfactorily identified) copy, of such records of the Company and certificates of officers of the Company, and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below, including without limitation (i) the Articles of Incorporation of the Company, as amended to date (the “Articles”), and the Amended and Restated Bylaws of the Company, as amended to date, (ii) the resolutions (the “Resolutions”) of the Board with respect to the offering and issuance of the Shares under the Plan and certain related matters, (iii) records of proceedings of the shareholders of the Company deemed by us relevant to this opinion, (iv) the Plan and (v) the Registration Statement and exhibits thereto. We also have examined such questions of law as we considered relevant and necessary as the basis for the opinion letter.
Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification (i) the truth and accuracy of all facts set forth in all certificates provided to or examined by us, (ii) each natural person executing a document has sufficient legal
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October 23, 2024
Page 2


capacity to do so, (iii) all documents submitted to us as originals are authentic, the signatures on all documents we reviewed are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document, and (iv) all corporate records made available to us by the Company are accurate and complete. We also have assumed that the Registration Statement will become effective under the Securities Act and such effectiveness shall not have been terminated or rescinded.
Subject to the limitations, qualifications, exceptions and assumptions set forth herein, based upon the foregoing and in reliance thereon, and representations made to us by officers of the Company, we are of the opinion that the Shares to be issued under the Plan have been duly authorized by all necessary corporate action, and, when and if issued by the Company in accordance with the terms of the Articles, the Plan, the Registration Statement and the Resolutions, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Mississippi Business Corporation Act (the “MBCA”) as currently in effect, and we do not express any opinion herein concerning any other laws, statutes, ordinances, rules or regulations. Furthermore, no opinion is expressed herein as to the effect of any future acts of the Company or changes in existing law, and we undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed. We note specifically that the Shares may be issued from time to time hereafter, and our opinion is limited to the applicable laws, including the related rules and regulations, as in effect on the date hereof.
This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the General Rules and Regulations of the Commission thereunder.


Very truly yours,

/s/ Phelps Dunbar LLP

PHELPS DUNBAR LLP




Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Renasant Corporation and any related prospectus of our reports dated February 23, 2024, relating to our audits of the consolidated financial statements and the effectiveness of internal control over financial reporting of Renasant Corporation, appearing in the Annual Report on Form 10-K of Renasant Corporation for the year ended December 31, 2023.
 
/s/ HORNE LLP

Memphis, Tennessee
October 29, 2024


Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Renasant Corporation of our report dated February 29, 2024, with respect to the consolidated financial statements of The First Bancshares, Inc., included in Renasant Corporation’s Current Report on Form 8-K filed on July 29, 2024.
 
/s/ Forvis Mazars LLP

Jackson, Mississippi
October 28, 2024


v3.24.3
Submission
Oct. 29, 2024
Submission [Line Items]  
Central Index Key 0000715072
Registrant Name RENASANT CORP
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.3
Offerings - Offering: 1
Oct. 29, 2024
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $5.00 per share
Amount Registered | shares 915,000
Proposed Maximum Offering Price per Unit 32.50
Maximum Aggregate Offering Price $ 29,737,500.00
Fee Rate 0.01531%
Amount of Registration Fee $ 4,552.81
Offering Note The Amount Registered represents the additional shares of common stock, par value $5.00 per share, of Renasant Corporation (the "Common Stock") available for issuance under the Renasant Corporation 2020 Long-Term Incentive Compensation Plan, as amended (the "Plan") resulting from an amendment to the Plan adopted by the shareholders of Renasant Corporation (the "Registrant") on April 23, 2024. The Proposed Maximum Offering Price per Unit is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act") on the basis of $32.50 per share, which represents the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on October 22, 2024. Pursuant to Rule 416(a) under the Securities Act, this Registration Statement on Form S-8 also covers an indeterminate number of additional shares of Common Stock that may be offered or issued under the Plan by reason of stock splits, stock dividends, recapitalizations or similar transactions effected without the receipt of consideration which result in an increase in the number of the Registrant's outstanding shares of Common Stock.
v3.24.3
Fees Summary
Oct. 29, 2024
USD ($)
Fees Summary [Line Items]  
Total Offering $ 29,737,500.00
Total Fee Amount 4,552.81
Total Offset Amount 0.00
Net Fee $ 4,552.81
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