Renasant revises CEO bonus plan timing, proration

Renasant Corporation reported an amendment to the employment agreement of M. Ray (Hoppy) Cole, Jr., relating to his participation in the company’s annual cash bonus plan, the Performance Based Rewards Plan (PBRP).

Rhea-AI Filing Summary

Renasant Corporation reported an amendment to the employment agreement of M. Ray (Hoppy) Cole, Jr., relating to his participation in the company’s annual cash bonus plan, the Performance Based Rewards Plan (PBRP). The changes align his bonus eligibility with calendar years, consistent with other senior executives.

For calendar year 2025, any PBRP payment to Mr. Cole will be prorated to 75% of the total amount to reflect nine months of service. If he remains employed through April 1, 2027 and separates on that date, he will receive a PBRP payment equal to 25% of his target award, reflecting three months of service in 2027. If his employment continues past April 1, 2027, his 2027 PBRP payment will follow the same terms that apply to other senior executive officers.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation change did Renasant Corporation (RNST) disclose?

Renasant Corporation disclosed an amendment to M. Ray (Hoppy) Cole Jr.’s employment agreement, changing how he participates in the Performance Based Rewards Plan. His bonus eligibility is now aligned to calendar years, consistent with other senior executives, with specific prorated treatment for 2025 and potential 2027 payments.

How does the amended bonus plan affect M. Ray Cole’s 2025 compensation at RNST?

Under the amendment, any Performance Based Rewards Plan payment to M. Ray Cole for calendar year 2025 will be prorated to 75% of the total amount. This pro rata adjustment reflects his nine months of service as a Renasant employee during 2025, rather than a full year.

What happens to M. Ray Cole’s bonus if he leaves Renasant on April 1, 2027?

If M. Ray Cole remains employed through his agreement’s expiration on April 1, 2027 and separates on that date, he is entitled to a Performance Based Rewards Plan payment equal to his target award, prorated to 25%. This reflects his three months of service during calendar year 2027.

How will M. Ray Cole’s bonus be treated if his RNST employment continues past April 1, 2027?

If M. Ray Cole’s employment continues beyond April 1, 2027, he will be entitled to a Performance Based Rewards Plan payment for calendar year 2027. In that case, the bonus terms will be consistent with those applicable to other Renasant senior executive officers for that year.

Did the amendment change other material terms of M. Ray Cole’s employment with RNST?

The amendment focuses on M. Ray Cole’s participation in the Performance Based Rewards Plan and related proration rules. The company states that, except for the described changes, the material terms of his previously disclosed employment agreement remain unchanged and continue in effect as before.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/16/2026 - 11:28 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

March 11, 2026

Date of report (Date of earliest event reported)

RENASANT CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi			001-13253			64-0676974
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

209 Troy Street, Tupelo, Mississippi 38804-4827

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (662) 680-1001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $5.00 par value per share			RNST			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective March 11, 2026, Renasant Bank, the wholly-owned subsidiary of Renasant Corporation (“Renasant”), and M. Ray (Hoppy) Cole, Jr. entered into an amendment to Mr. Cole’s employment agreement dated April 1, 2025 relating to Mr. Cole’s participation in Renasant’s annual cash bonus plan, the Performance Based Rewards Plan (the “PBRP”). Mr. Cole’s agreement was amended in the following respects:

•Instead of being eligible for bonuses for performance periods under the PBRP from April 1, 2025 to March 31, 2026 and April 1, 2026 to March 31, 2027, Mr. Cole is now eligible to receive a cash bonus under the PBR for calendar year 2025 and on a calendar year basis thereafter, consistent with Renasant’s other senior executive officers;

•The amount of any PBRP payment with respect to calendar year 2025 will be prorated to 75% of the total amount, reflecting Mr. Cole’s nine months of service as a Renasant employee in 2025; and

•If Mr. Cole remains a Renasant employee until his employment agreement’s expiration on April 1, 2027, but separates from service on such date, he is entitled to receive a payment under the PBRP equal to the amount of his target award, prorated to 25% of the total amount, reflecting his three months of service in 2027. If Mr. Cole’s employment continues past April 1, 2027, he will be entitled to a payment under the PBRP with respect to calendar year 2027 on terms consistent with those applicable to as other Renasant senior executive officers.

Except as noted above, the material terms of Mr. Cole’s employment agreement as previously disclosed remain unchanged.

Item 9.01.    Financial Statements and Exhibits.

    (d)    Exhibits.

The following exhibit is being furnished herewith, and this list shall constitute the exhibit index:

    Exhibit No.    Description

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						RENASANT CORPORATION
Date: March 16, 2026						By:			/s/ Kevin D. Chapman
									Kevin D. Chapman
									President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB