RENASANT CORP

As of February 16, 2024, Renasant has 56,216,702 shares of common stock outstanding. Proposal 3 is a request for a total of 915,000 new shares to be added under the amendment on the Amendment Effective Date. The table below shows our potential dilution levels based on common shares outstanding as of February 16, 2024, our new share request and our total equity awards outstanding as of February 16, 2024. The board of directors believes that the increased number of shares that may be issued under the LTIP if shareholders approve Proposal 3 represents a reasonable amount of potential equity dilution and will allow Renasant to continue granting equity awards in a manner that remains competitive with our peers and consistent with Renasant’s past practices. Equity awards are an important component of Renasant’s equity-based compensation program.

(1) “Total Equity Awards” represents 893,756 shares subject to time-based restricted stock awards and 260,712 shares subject to performance-based awards (assuming target performance is achieved) as of February 16, 2024.

(2)Assumes outstanding performance-based restricted stock awards will be settled based on achievement of target performance levels.

(3)“Total Potential Overhang” reflects the sum of (1) shares subject to outstanding equity awards under the LTIP as of February 16, 2024, (2) shares available for grant under the LTIP as of February 16, 2024, and (3) total shares requested under the amendment to the LTIP.

(4)“Fully Diluted Shares” reflects the sum of (1) the total number of shares outstanding as of February 16, 2024, (2) the number of shares subject to outstanding equity awards under the LTIP as of February 16, 2024, (3) the number of shares available for grant under the LTIP as of February 16, 2024, and (4) the number of additional shares requested under the amendment.

Based on our historic and projected future usage patterns, the board of directors estimates that the shares requested under the LTIP if the amendment is approved by the shareholders will be sufficient to provide awards under the LTIP for approximately 3.36 years. Share reserves could be used more quickly or more slowly depending on increases or decreases in the price of our common stock, award amounts, hiring activity, and promotions during the next few years.