Renasant to acquire Commercial for about $142M
Commercial Bank operates nine full-service branches and had approximately $983 million in deposits as of September 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Renasant Corporation (RNST) agreed to acquire Commercial Holding Company, Inc. in a transaction valued at approximately $142 million, based on RNST’s 10-day average closing price of $40.29 as of October 26, 2026. Commercial shareholders would receive 0.8798 Renasant shares per Commercial share, or 2,639,400 Renasant shares in aggregate, plus a special cash dividend of approximately $35.7 million from Commercial before closing.
The deal is expected to close in the first quarter of 2027, subject to Commercial shareholder and regulatory approvals and other conditions. The combined company is projected to have approximately $28.6 billion in assets and $22.6 billion in deposits, based on September 30, 2026 data. Transaction assumptions estimate approximately 4% 2028E EPS accretion, less than 1.5% tangible book value dilution at closing and a two-year tangible book value earnback. Commercial directors who signed voting agreements beneficially owned 50% of its outstanding voting shares as of October 27, 2026, and agreed to vote for the merger.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Renasant cites remediation of the material weakness identified in its 2025 Form 10-K as a risk.
Filing Explained
The merger agreement sets a
8-K Event Classification
Key Figures
Key Terms
Fixed exchange ratio financial
TBV Earnback financial
Tangible Common Equity financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the terms of RNST’s planned acquisition of Commercial?
When is RNST’s acquisition of Commercial expected to close?
What cost savings assumptions are included in RNST’s Commercial acquisition?
How much did Commercial Bank have in deposits before the RNST deal?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
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 | ||
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. ☐
Explanatory Note
On October 27, 2026, Renasant Corporation (“Renasant”) announced its planned acquisition of Commercial Holding Company, Inc. (“Commercial”). A summary of the planned acquisition is below, and additional detail is provided in the exhibits attached to this Current Report on Form 8-K.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On October 27, 2026, Renasant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Commercial. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Commercial will merge with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation in the Merger. Immediately following the Merger, Commercial’s wholly owned bank subsidiary, Commercial Bank & Trust Company (“Commercial Bank”), will merge with and into Renasant’s wholly owned bank subsidiary, Renasant Bank (the “Bank Merger” and, together with the Merger, the “Mergers”), with Renasant Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the Board of Directors of each of Renasant and Commercial.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $1.00 per share, of Commercial (“Commercial Common Stock”) will be converted into the right to receive 0.8798 shares (the “Exchange Ratio”) of common stock, par value $5.00 per share, of Renasant (“Renasant Common Stock”), with cash to be paid in lieu of any fractional shares. Commercial shareholders are also expected to receive a special cash dividend of approximately $35.7 million prior to closing.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties from both Renasant and Commercial, and the parties have agreed to customary covenants, including, among others, covenants of Commercial relating to (a) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (b) its obligation to call a meeting of its shareholders for purposes of obtaining approval of the Merger Agreement and the transactions contemplated thereby and, subject to certain exceptions, to recommend that its shareholders approve the Merger Agreement and the transactions contemplated thereby, and (c) non-solicitation obligations relating to alternative acquisition proposals or entering into discussions or negotiations or providing confidential information in connection with certain proposals for an alternative transaction.
Each of the parties has agreed to use its reasonable best efforts to obtain as promptly as practicable all consents required to be obtained from any governmental authority or other third party that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement (including the Mergers). Notwithstanding such general obligation to obtain such consents of governmental authorities, except for certain circumstances, Commercial may not, and Renasant is not required to, take or commit to take any action that would reasonably be expected to be materially financially burdensome to the business, operations, financial condition or results of operations of Renasant and its subsidiaries, or on Commercial and its subsidiaries, in each case measured relative to Commercial and its subsidiaries, after the closing of the Merger (a “Burdensome Condition”).
Closing Conditions
The completion of the Merger is subject to customary conditions, including, among others, (a) receipt of Commercial shareholder approval; (b) receipt of all required regulatory approvals (or waivers), including from the Board of Governors of the Federal Reserve System and the Mississippi Department of Banking and Consumer Finance; (c) the absence of any law or order that would prohibit, restrict or make illegal the consummation of the Mergers; (d) the effectiveness of the registration statement, including the proxy statement/prospectus, relating to Commercial shareholder approval of the Merger and the issuance of Renasant Common Stock in the Merger; (e) the approval for listing on the New York Stock Exchange of the shares of Renasant Common Stock to be issued in the Merger; and (f) each party’s receipt of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party; and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement.
Renasant’s obligation to consummate the Merger is also subject to customary conditions, including, among others: (a) receipt of required regulatory approvals without the imposition of a Burdensome Condition; (b) the absence of a material adverse effect on Commercial; and (c) Commercial Common Stock with respect to which dissenter rights have been exercised constituting less than 5% of the total number of shares of Commercial Common Stock outstanding.
Termination
The Merger Agreement provides certain termination rights for both Renasant and Commercial and further provides that a termination fee of $7,000,000 will be payable by Commercial upon termination of the Merger Agreement under certain circumstances.
Additional Information
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement (other than, in the case of certain covenants, third party beneficiaries expressly identified therein), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between Renasant and Commercial instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (a) will not survive consummation of the Merger, unless otherwise specified therein, and (b) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Renasant or Commercial, their respective affiliates or their respective businesses.
The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Renasant, Commercial, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on
Form S-4 to be filed by Renasant under the Securities Act of 1933, as amended (the “Securities Act”) that will include a proxy statement of Commercial and a prospectus of Renasant, as well as in the Forms 10-K, Forms 10-Q and other filings that Renasant makes with the Securities and Exchange Commission (“SEC”).
Voting Agreements
In connection with entering into the Merger Agreement, certain directors of Commercial have entered into a voting agreement with Renasant and Commercial (the “Voting Agreements”), pursuant to which each such signatory has agreed, among other things, to vote the shares of Commercial Common Stock that he or she beneficially owns in favor of the approval of the Merger Agreement and the transactions contemplated thereby, and against any action or agreement that could result in a breach of any covenant, representation or warranty or other obligation of Commercial under the Merger Agreement, against any alternative acquisition proposal, and against any action or agreement that could reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, frustrate the purposes of or adversely affect the transactions contemplated by the Merger Agreement. Subject to certain exceptions, each signatory to a Voting Agreement has also agreed not to transfer his or her shares of Commercial Common Stock prior to the Effective Time or the termination of the Merger Agreement, as applicable, without the prior written consent of Renasant. The Voting Agreements automatically terminate upon the termination of the Merger Agreement. The directors of Commercial that have entered into Voting Agreements are the beneficial owners of 50% of the outstanding voting shares of Commercial Common Stock as of October 27, 2026.
The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On October 27, 2026, Renasant and Commercial issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. In connection with the announcement of the Merger Agreement, on October 27, 2026, Renasant released a presentation to investors about the proposed transaction. A copy of the investor presentation is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
This information (including Exhibits 99.1 and 99.2) is being furnished under Item 7.01 hereof and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Important Additional Information
In connection with the proposed transaction, Renasant will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of Commercial and a prospectus of Renasant (the “proxy statement/prospectus”), and Renasant may file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY RENASANT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, COMMERCIAL AND THE PROPOSED TRANSACTION. When final, a definitive copy of the proxy statement/prospectus will be mailed to
Commercial shareholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about Renasant, free of charge from Renasant or from the SEC’s website when they are filed. The documents filed by Renasant with the SEC may be obtained free of charge at Renasant’s website, at www.renasant.com, or by requesting them by mail at Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804, Attention: Corporate Secretary. Copies of the proxy statement/prospectus, when available, may also be obtained free of charge by requesting it by mail at Commercial Holding Company, Inc., 101 North Poplar Street, Paris, Tennessee 38242, Attention: Corporate Secretary.
Participants in the Solicitation
Renasant and Commercial and certain of their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from the shareholders of Commercial in respect of the proposed transaction. Information about Renasant’s directors and executive officers is available in Renasant’s proxy statement dated March 18, 2026, for its 2026 Annual Meeting of Shareholders, filed with the SEC on March 18, 2026, and other documents filed by Renasant with the SEC. Other information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Renasant or Commercial as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger of Renasant and Commercial, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are based on, among other things, Renasant management’s and Commercial management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and Renasant and Commercial. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include projections of, or guidance on, Renasant’s or the combined company’s future financial performance, asset quality, liquidity, capital levels, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in Renasant’s business or financial results. Renasant and Commercial caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement entered into between Renasant and Commercial; the outcome of any legal proceedings that may be instituted against Renasant or Commercial; the failure to obtain necessary regulatory
approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the business combination transaction) and Commercial shareholder approval or to satisfy any of the other conditions to the business combination transaction on a timely basis or at all; the possibility that the anticipated benefits of the business combination transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Renasant and Commercial do business; the possibility that the business combination transaction may be more expensive to complete than anticipated; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the business combination transaction; changes in Renasant’s share price before the closing of the business combination transaction; risks relating to the potential dilutive effect of shares of Renasant Common Stock to be issued in the business combination transaction; Renasant’s ability to remediate the material weakness in its internal control over financial reporting identified in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026; and other factors that may affect future results of Renasant, Commercial and the combined company. Additional factors that could cause results to differ materially from those described above can be found in Renasant’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other documents Renasant files with the SEC, which are available on the SEC’s website at www.sec.gov.
All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by the cautionary statements contained or referred to herein. If one or more events related to these or other risks or uncertainties materialize, or if Renasant’s or Commercial’s underlying assumptions prove to be incorrect, actual results may differ materially from what Renasant and Commercial anticipate. Renasant and Commercial caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and are based on information available at that time. Neither Renasant nor Commercial assumes, and each expressly disclaims, any obligation to update or otherwise revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are being filed or furnished herewith, and this list shall constitute the exhibit index:
| Exhibit |
Description of Exhibit | |
| 2.1 | Agreement and Plan of Merger dated October 27, 2026, by and between Renasant Corporation and Commercial Holding Company, Inc.* | |
| 10.1 | Form of Voting Agreement (included in Exhibit 2.1) | |
| 99.1 | Joint Press Release announcing the execution of the Merger Agreement, dated October 27, 2026 | |
| 99.2 | Investor Presentation, dated October 27, 2026 | |
| 104 | The cover page of Renasant Corporation’s Form 8-K is formatted in Inline XBRL | |
| * | Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request. |
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: October 27, 2026 | By: | /s/ Kevin D. Chapman | ||||
| Kevin D. Chapman | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
|
|
Renasant Corporation to Acquire Commercial Holding Company
October 27, 2026
Expands Renasant’s West Tennessee Franchise with over $900M in Low-Cost, Core Deposits
TUPELO, Miss., October 27, 2026 (GLOBE NEWSWIRE) — Renasant Corporation (NYSE: RNST) (“Renasant”) and Commercial Holding Company (“Commercial”), the parent company of Commercial Bank & Trust Company (“Commercial Bank”), jointly announced today that they have entered into a definitive agreement and plan of merger, pursuant to which Commercial will merge with and into Renasant (the “Merger”). Under the terms of the merger agreement, Commercial shareholders will receive 0.8798 shares of Renasant common stock for each share of Commercial common stock, or approximately 2.64 million shares of Renasant common stock in the aggregate. Coupled with a special cash dividend of approximately $35.7 million to be paid by Commercial to its shareholders prior to closing, the aggregate transaction value is approximately $142 million, based on the RNST 10-day average closing price of $40.29 as of October 26, 2026. Immediately following the Merger, Commercial Bank will merge with and into Renasant Bank. The Merger has been unanimously approved by each company’s board of directors and is expected to close in the first quarter of 2027. Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of Commercial shareholders.
Headquartered in Paris, Tennessee, and chartered in 1877, Commercial Bank operates nine full-service branches in Paris, Union City, Jackson and Memphis, Tennessee. As of September 30, 2026, Commercial Bank had approximately $1.1 billion in total assets, $648 million in total loans and $983 million in total deposits. Complementing its banking franchise, Commercial Bank’s trust and wealth management business has approximately $1.2 billion in assets under management. The Merger will create a Southeastern banking franchise with approximately $28.6 billion in total assets, $20.4 billion in total loans and $22.6 billion in total deposits, based on financial data as of September 30, 2026. In Tennessee, the combined company will operate 28 branches with approximately $2.6 billion in deposits.
“For nearly 150 years, Commercial Bank has built a reputation across West Tennessee for exceptional service and deep community relationships – values that are central to who we are at Renasant,” said Renasant President and CEO, Kevin Chapman. “This partnership strengthens our presence in Memphis and provides solid, long-tenured deposit and wealth relationships throughout West Tennessee. We look forward to welcoming Commercial Bank’s employees, customers and shareholders to Renasant and to building on the foundation that Mott and his team have established.”
Roy Molitor “Mott” Ford, Jr., Chairman and Chief Executive Officer of Commercial, is expected to join Renasant in a market executive role following the completion of the Merger.
“For generations, Commercial Bank & Trust has been committed to the people, families and businesses of West Tennessee. As our board considered the best path forward for our shareholders, associates and customers, Renasant stood out as the right partner – a relationship-driven Southeastern bank whose culture mirrors our own, with the products, capabilities and balance sheet to serve our customers as they grow. We are excited for our customers, associates and shareholders to experience our next chapter as part of Renasant,” said Ford.
Keefe, Bruyette & Woods, A Stifel Company, is serving as Renasant’s exclusive financial advisor and rendered a fairness opinion to Renasant’s board of directors, and Phelps Dunbar LLP is serving as its legal advisor. Olsen Palmer LLC is serving as exclusive financial advisor and rendered a fairness opinion to Commercial’s board of directors, and Alston & Bird LLP is serving as its legal advisor.
1
Information to Access Conference Call About the Merger:
Renasant will discuss the Merger on its previously-announced third quarter 2026 earnings webcast and conference call with analysts on Wednesday, October 28, 2026, at 10:00 AM Eastern Time (9:00 AM Central Time). An investor presentation containing additional information regarding the Merger will be furnished as an exhibit to a Current Report on Form 8-K filed by Renasant with the SEC and will be available at www.renasant.com under the News & Market Data tab.
The webcast is accessible through Renasant’s investor relations website at www.renasant.com or https://event.choruscall.com/mediaframe/webcast.html?webcastid=bTGfmpSS. To access the conference call, dial 1-877-513-1143 in the United States and request the Renasant Corporation 2026 Third Quarter Earnings Webcast and Conference Call. International participants should dial 1-412-902-4145 to access the conference call. The webcast will be archived on www.renasant.com after the call. A replay can be accessed via telephone by dialing 1-855-669-9658 in the United States and entering conference number 2791840 or by dialing 1-412-317-0088 internationally and entering the same conference number.
ABOUT RENASANT CORPORATION:
Renasant Corporation is the parent of Renasant Bank, a 122-year-old financial services institution. Renasant has assets of approximately $27.5 billion and operates 278 banking, lending, mortgage and wealth management offices throughout the Southeast and offers factoring and asset-based lending on a nationwide basis. Additional information is available on Renasant’s website: www.renasant.com.
ABOUT COMMERCIAL HOLDING COMPANY:
Commercial Holding Company, Inc., headquartered in Paris, Tennessee, is the parent company of Commercial Bank & Trust Company. Chartered in 1877, Commercial Bank has operations in West Tennessee. Additional information is available on Commercial Bank’s website: www.cbtcnet.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Renasant will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of Commercial and a prospectus of Renasant (the “proxy statement/prospectus”), and Renasant may file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY RENASANT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, COMMERCIAL AND THE PROPOSED TRANSACTION. When final, a definitive copy of the proxy statement/prospectus will be mailed to Commercial shareholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about Renasant, free of charge from Renasant or from the SEC’s website when they are filed. The documents filed by Renasant with the SEC may be obtained free of charge at Renasant’s website, at www.renasant.com, or by requesting them by mail at Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804, Attention: Corporate Secretary. Copies of the proxy statement/prospectus, when available, may also be obtained free of charge by requesting them by mail at Commercial Holding Company, 101 North Poplar Street, Paris, Tennessee 38242, Attention: Corporate Secretary.
PARTICIPANTS IN THE SOLICITATION
Renasant and Commercial and certain of their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the shareholders of Commercial in respect of the proposed transaction. Information about Renasant’s directors and executive officers is available in Renasant’s proxy statement dated March 18, 2026, for its 2026 Annual Meeting of Shareholders, filed with the SEC on March 18, 2026, and other documents filed by Renasant with the SEC. Other information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Renasant or Commercial as indicated above.
2
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger of Renasant and Commercial, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on, among other things, Renasant management’s and Commercial management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and Renasant and Commercial. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include projections of, or guidance on, Renasant’s or the combined company’s future financial performance, asset quality, liquidity, capital levels, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in Renasant’s business or financial results. Renasant and Commercial caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, that could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement entered into between Renasant and Commercial; the outcome of any legal proceedings that may be instituted against Renasant or Commercial; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the business combination transaction) and Commercial shareholder approval or to satisfy any of the other conditions to the business combination transaction on a timely basis or at all; the possibility that the anticipated benefits of the business combination transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Renasant and Commercial do business; the possibility that the business combination transaction may be more expensive to complete than anticipated; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the business combination transaction; changes in Renasant’s share price before the closing of the business combination transaction; risks relating to the potential dilutive effect of shares of Renasant common stock to be issued in the business combination transaction; Renasant’s ability to remediate the material weakness in its internal control over financial reporting identified in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026; and other factors that may affect future results of Renasant, Commercial and the combined company. Additional factors that could cause results to differ materially from those described above can be found in Renasant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026, and in other documents Renasant files with the SEC, which are available on the SEC’s website at www.sec.gov.
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All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by the cautionary statements contained or referred to herein. If one or more events related to these or other risks or uncertainties materialize, or if Renasant’s or Commercial’s underlying assumptions prove to be incorrect, actual results may differ materially from what Renasant and Commercial anticipate. Renasant and Commercial caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and are based on information available at that time. Neither Renasant nor Commercial assumes, and each expressly disclaims, any obligation to update or otherwise revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.
| 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 |
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Exhibit 99.2 Renasant Corporation Acquisition of Commercial Holding Company October 27, 2026
Forward-Looking Statements and Other Disclaimers Cautionary Statement Regarding Forward-Looking Statements Statements included in this presentation which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on, among other things, Renasant Corporation (the “Company” or “RNST”) management’s and Commercial Holding Company, Inc. (“Commercial”) management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and the Company and Commercial. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include expectations relating to the anticipated opportunities and financial and other benefits of the business combination transaction between the Company and Commercial, and the projections of, or guidance on, the Company’s or the combined company’s future financial performance, asset quality, liquidity, capital levels, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Company’s business or financial results. The Company and Commercial caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement entered into between the Company and Commercial; the outcome of any legal proceedings that may be instituted against the Company or Commercial; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the business combination transaction) and Commercial shareholder approval or to satisfy any of the other conditions to the business combination transaction on a timely basis or at all; the possibility that the anticipated benefits of the business combination transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and Commercial do business; the possibility that the business combination transaction may be more expensive to complete than anticipated; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the business combination transaction; changes in the Company’s share price before the closing of the business combination transaction; risks relating to the potential dilutive effect of shares of the Company common stock to be issued in the business combination transaction; and other factors that may affect future results of the Company, Commercial and the combined company. Additional factors that could cause results to differ materially from those described above can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026, and in other documents the Company files with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to herein. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s or Commercial’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company and Commercial anticipate. The Company and Commercial caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and are based on information available at that time. Neither the Company nor Commercial assumes, and each expressly disclaims, any obligation to update or otherwise revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. Market and Industry Data Unless otherwise indicated, market data and certain industry forecast data used in this presentation were obtained from third party sources and other publicly available information. Data regarding the industries in which the Company and Commercial compete and their respective market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond the Company’s control. In addition, assumptions and estimates of the future performance of the Company’s industries are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause future performance to differ materially from assumptions and estimates. Company and Commercial Data Data about the Company provided in this presentation, including financial information, has been prepared by Company management. Data about Commercial provided in this presentation, including financial information, has been obtained from Commercial management and its regulatory filings. Combined Franchise Forward-Looking Data Neither the Company’s nor Commercial’s independent registered public accounting firms have studied, reviewed or performed any procedures with respect to the combined franchise forward-looking financial data for the purpose of inclusion in this presentation, and, accordingly, neither have expressed an opinion or provided any form of assurance with respect thereto for the purpose of this presentation. These combined franchise forward-looking financial data are for illustrative purposes only and should not be relied on as necessarily being indicative of future results. The assumptions and estimates underlying the combined franchise forward-looking financial data are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including those in the “Cautionary Statement Regarding Forward-Looking Statements” disclaimer above. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the proposed acquisition or that actual results will not differ materially from those presented in the combined franchise forward-looking financial data. Inclusion of combined franchise forward-looking financial data in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Non-GAAP Financial Measures This presentation includes certain financial measures derived from consolidated financial data but not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes that these non-GAAP measures, when taken together with its financial results presented in accordance with GAAP, provide meaningful supplemental information regarding its operating performance and facilitate internal comparisons of its historical operating performance on a more consistent basis. These non- GAAP financial measures, however, are subject to inherent limitations, may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as an alternative to GAAP measures. Reconciliations of non-GAAP measures to GAAP measures are included in the Company’s earnings releases and Forms 10-Q and 10-K for the respective quarter and period ends. 2
Deepens Renasant’s West Tennessee Franchise Strategic Rationale Combined Footprint KY Ø Core community banking franchise founded in 1877 Union City Union City Paris Paris MO – Almost 150 years of continuous operation with 9 branches across West 40 Nashville Tennessee Jackson Memphis TN Ø Strong granular deposit base and liquidity profile 24 75 – Loans / Deposits of 66.0% 85 Tupelo Jackson 59 AR Atlanta – 1.55% cost of deposits Birmingham Ø Seasoned management team with deep ties to local markets Memphis Ø Long history of high performance 16 20 TN AL GA MS – LTM ROAA of 1.11% and LTM ROATCE of 13.3%; 1.00%+ average MS 65 (1) core ROAA over the last 20 quarters 55 Ø Excellent credit quality 49 10 LA – NPAs / assets of 0.11% and NCOs averaging 0.04% of average loans over the last 20 quarters 95 RNST (259) Ø Shared vision and culture Commercial (9) 4 Ø Manageable size with familiar markets Pro Forma TN Presence Branches Deposits ($mm) FL – $1.1bn of assets, or 4% of RNST Renasant 19 $1,648 – Presence in Memphis and Jackson, TN Commercial 9 $972 Pro Forma 28 $2,620 Ø Complementary wealth management business (3) (2) Creates a Top 10 Bank in Tennessee – $1.2 billion of assets under management Source: Company documents and S&P Global Market Intelligence. Note: Financial data as of or for the quarter ended 9/30/26 unless otherwise stated. Deposit market share data as of 6/30/26. (1) Commercial Bank & Trust is an s-corp. Profitability ratios tax effected at 21% for illustrative purposes; LTM as of 9/30/26. (2) Includes trust and wealth assets under management. 3 (3) Includes banks with total assets <$100bn.
Overview Deposit Franchise Financial Highlights Deposit Highlights Ø ~$1 billion of deposits across 9 branches in Paris, Union City, Jackson $1.1B $648M $983M and Memphis, TN Assets Loans HFI Deposits (1) Ø Core deposits of 93%, noninterest bearing deposits of 22% and no brokered deposits o Average deposit size of approximately $36 thousand Ø #2 market share of community banks in Henry County, TN (24%), 66.0% 19.6% 101% Obion County, TN (17%) and Madison County, TN (6%) (2) (3) Loans / Deposits CET1 Ratio CRE Ratio Deposit Tenure < 5 Years 35.1% 5 – 10 Years 17.8% > 25 Years 1.11% 1.55% 3.61% 10 – 15 Years 12.1% 20 – 25 < 5 Years (4) Years LTM ROAA Cost of Deposits NIM 15 – 20 Years 12.7% 14 Years 20 – 25 Years 7.7% 15 – 20 Wtd. Avg. Tenure Years > 25 Years 14.6% 10 – 15 5 – 10 Years Years ~45% of relationships have been with the 0.11% 0.0% $1.2B bank for over 10 years (5) NPAs / Assets NCOs / Avg. Loans AUM Source: Company documents and S&P Global Market Intelligence. Note: Financial data as of or for the quarter ended 9/30/26 unless otherwise stated. Deposit market share data as of 6/30/26. (1) Core deposits defined as total deposits less time deposits greater than $250,000 and brokered deposits. (2) Bank-level regulatory capital ratio. (3) CRE ratio calculated as (Construction & Land Development + Multifamily + Non-Owner Occupied CRE Loans) / (Bank Level Tier 1 + ACL). (4) Commercial Bank & Trust is an s-corp. Profitability ratios tax effected at 21% for illustrative purposes; LTM as of 9/30/26. 4 (5) Includes trust and wealth assets under management.
Transaction Summary § Renasant Corporation (“RNST”), parent company of Renasant Bank Buyer § Headquartered in Tupelo, MS § Commercial Holding Company, Inc. (“Commercial”), parent company of Commercial Bank & Trust Company Seller § Headquartered in Paris, TN § Fixed exchange ratio of 0.8798x RNST shares per Commercial share; ~2.64 million RNST shares issued Consideration § Pre-close special cash dividend of $35.7 million § Approximately 97% RNST / 3% Commercial Pro Forma Ownership (1) (2) / Comparable Transactions Transaction Value ($M) $142 $165 Transaction Value & Transaction Value / Tangible Common Equity 1.63x 1.65x Multiples (3) Transaction Value / LTM Earnings (Tax-Effected) 12.1x 13.5x (4) Transaction Value / LTM Earnings (Tax-Effected) + Cost Savings 7.7x 7.4x (5) Core Deposit Premium 6.0% 8.7% § Roy Molitor Ford, Jr., Chairman & CEO of Commercial, expected to join Renasant in a market executive role Leadership & Governance § Commercial Holding Company shareholder approval Required Approvals§ Regulatory approvals from the Federal Reserve and Mississippi DBCF § Expected closing in Q1 2027 (1) Based on 2,639,400 RNST shares issued and RNST historical 10-day average closing price of $40.29 as of 10/26/26; includes a $35.7 million pre-close special cash dividend. Commercial financial data as of 9/30/26. (2) Represents the median of 18 Southeast bank transactions with total announced transaction values between $100 million and $400 million since 1/1/24. (3) LTM 9/30/26 earnings tax effected at 21% for illustrative purposes. (4) LTM 9/30/26 earnings tax effected at 21% plus fully phased-in after-tax cost savings. 5 (5) Core deposit premium defined as (Aggregate Merger Consideration – Tangible Common Equity) / Core Deposits.
Financial Assumptions and Impact Key Transaction Assumptions Pro Forma Financial Impact – 25% of Commercial noninterest expense Financial Returns Cost Savings & – 50% realized in 2027; 100% thereafter Merger Charges – $19.0 million after-tax merger charges ~4% <(1.5%) 2 Years (2) – Loan mark: 1.50% credit ($10.0 million) and 0.67% interest 2028E EPS Accretion TBV Dilution at Close TBV Earnback rate ($4.5 million) – Commercial Bank & Trust securities portfolio is sold and Purchase reinvested in higher yielding assets Accounting (1) – Incremental securities mark of $4.9 million (3) Pro Forma Capital at Close Adjustments – Fixed assets: $10 million write-up, amortized over 30 years – Core deposit intangible: 3.00% of core deposits ($23.8 million), amortized over 10 years (sum-of-years-digits) 8.8% 9.6% 11.0% TCE / TA Leverage Ratio CET1 Ratio – Expected close in Q1 2027 – 24.5% tax rate Other Key Assumptions – ~$1 million annual pre-tax loss of interchange income (Durbin) – Assumes RNST standalone share repurchases remain active 15.1% 68% 274% (4) (5) Total Capital Ratio C&D Ratio CRE Ratio – Identified but not modeled Revenue Synergies Note: Pro forma figures reflect the transaction assumptions shown and RNST historical 10-day average closing price of $40.29 as of 10/26/26. Commercial financial data as of 9/30/26. (1) Incremental mark to securities portfolio above 9/30/26 AOCI (including AFS and HTM). (2) TBV earnback calculated using the crossover method. (3) Pro forma consolidated capital ratios estimated at closing (Q1 2027). (4) C&D ratio calculated as Construction & Land Development Loans / (Bank Level Tier 1 Equity + ACL). 6 (5) CRE ratio calculated as (Construction & Land Development + Multifamily + Non-Owner Occupied CRE Loans) / (Bank Level Tier 1 Equity + ACL).
History of Successful Acquisitions History of Acquisitions and De Novo Expansion Over the past 16 years, Renasant has opened de novo branches in attractive Southeast markets and completed 2 FDIC-assisted transactions, 6 whole-bank acquisitions and a commercial finance acquisition $28.6 $26.8 $27.5 $18.0 $17.4 $17.0 $16.8 $14.9 $13.4 $12.9 $9.8 $8.7 $7.9 $5.8 $5.7 $4.3 $4.2 $4.2 Total Assets ($bn): 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Q3 2026 Source: S&P Global Market Intelligence. Financial data as of or for each respective period end. 7
Additional Information No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger of the Company and Commercial, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Important Additional Information and Where to Find It In connection with the proposed transaction, the Company will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of Commercial and a prospectus of the Company (the “proxy statement/prospectus”), and the Company may file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, COMMERCIAL AND THE PROPOSED TRANSACTION. When final, a definitive copy of the proxy statement/prospectus will be mailed to Commercial shareholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about the Company, free of charge from the Company or from the SEC’s website at www.sec.gov when they are filed. The documents filed by the Company with the SEC may be obtained free of charge at the Company’s website, at www.renasant.com, or by requesting them by mail at Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804, Attention: Corporate Secretary, or by telephone at (662) 680-1001. Participants in the Solicitation The Company, Commercial and certain of their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the shareholders of Commercial in respect of the proposed transaction. Information about the Company’s directors and executive officers is available in the Company’s proxy statement dated March 18, 2026, for its 2026 Annual Meeting of Shareholders, filed with the SEC on March 18, 2026, and other documents filed by the Company with the SEC. Other information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company as indicated above. 8
