As filed with the Securities and Exchange Commission on April 3, 2015January 29, 2016

Registration No. 333-201993No. 333-208753

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RENASANT CORPORATION

(Exact name of registrant as specified in its charter)

209 Troy Street

Tupelo, Mississippi 38804-4827

(662) 680-1001

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

E. Robinson McGraw

Renasant Corporation

209 Troy Street

Tupelo, Mississippi 38804-4827

(662) 680-1001

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effective date of this Registration Statement and the satisfaction

or waiver of all other conditions to the proposed merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 143-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer or sale is not permitted.would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED APRIL 3, 2015JANUARY 29, 2016

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:Shareholder:

On December 10, 2014,October 20, 2015, Renasant Corporation (“Renasant”) and Heritage Financial Group, Inc.KeyWorth Bank (“Heritage”KeyWorth”) announced a strategic business combination inthe execution of an agreement and plan of merger pursuant to which HeritageKeyWorth will merge with and into Renasant. We believe the proposed merger will result inRenasant Bank, a stronger financial institution, with a diverse revenue stream, a well-balanced loan portfolio and an attractive funding base.wholly-owned subsidiary of Renasant. The combined company, which will retain the Renasant Bank name, will have approximately $7.8$8.2 billion in assets and operate over 160175 branches across Mississippi, Tennessee, Alabama, Georgia and Florida. We are sending you this joint proxy statement/prospectus to invite you to attend a special meeting of stockholdersshareholders being held by each companyKeyWorth to allow you to vote on the merger agreement and certain other matters.agreement.

If the merger is completed, holders of HeritageKeyWorth common stock, par value $0.01$5.00 per share, will receive 0.92660.4494 of a share of Renasant common stock, par value $5.00 per share, in exchange for each share of HeritageKeyWorth common stock held immediately prior to the merger, subject to the payment of cash in lieu of fractional shares. The number of shares of Renasant common stock that Heritage stockholdersKeyWorth shareholders will receive in the merger for each share of HeritageKeyWorth common stock is fixed. However, the market value of the consideration Heritage stockholdersKeyWorth shareholders will receive in the merger will change depending on changes in the market price of Renasant common stock and will not be known at the time Heritage stockholdersKeyWorth shareholders vote on the merger. Based on the 20-day average closing price of Renasant’s common stock on the NASDAQ Global Select Market, or Nasdaq, as of December 9, 2014,October 19, 2015, the 0.92660.4494 exchange ratio represented approximately $27.00$15.00 in value for each share of HeritageKeyWorth common stock. Based on Renasant’s closing price on—, 2015 January 27, 2016 of $—$30.82 per share, the 0.92660.4494 exchange ratio represented approximately $—$13.85 in value for each share of HeritageKeyWorth common stock. Based on the 0.92660.4494 exchange ratio and the number of shares of HeritageKeyWorth common stock outstanding as of—, 2015, January 28, 2016, the maximum number of shares of Renasant common stock issuable in the merger is approximately—. 1,639,009.We urge you to obtain a current market quotationsquotation for Renasant (trading symbol “RNST”) and Heritage (trading symbol “HBOS”) on Nasdaq.

The merger is intended to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and Heritage stockholdersholders of KeyWorth common stock are not expected to recognize any gain or loss for United States federal income tax purposes on the exchange of shares of HeritageKeyWorth common stock for shares of Renasant common stock in the merger, except with respect to any cash received in lieu of a fractional share of Renasant common stock.

At the special meeting of Renasant stockholdersKeyWorth shareholders to be held on June 16, 2015, Renasant stockholdersMarch 17, 2016, holders of KeyWorth common stock will be asked to vote to approve the agreement and plan of merger and the transactions contemplated by the agreement and plan of merger, including the merger. Approval of the agreement and plan of merger and the transactions contemplated by the agreement and plan of merger requires the affirmative vote of a majoritythe holders of at least two-thirds of the votes cast, assuming a quorum is present.

This joint proxy statement/prospectus is dated—, 2015, and it is first being mailed to Renasant stockholders and Heritage stockholders, along withThe KeyWorth board of directors unanimously recommends that KeyWorth shareholders vote “FOR” the enclosed form of proxy card, on or about—, 2015.

At the special meeting of Heritage stockholders to be held on June 16, 2015, holders of Heritage common stock will be asked to vote to approve the agreement and plan of merger and the transactions contemplated by the agreement and plan of merger, including the merger. Holders of Heritage common stock will also be asked to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Heritage’s named executive officers that is based on or otherwise relates to the merger, which we refer to in this joint proxy statement/prospectus as the “Heritage merger-related compensation proposal.” Approvalapproval of the agreement and plan of merger and the transactions contemplated by the agreement and plan of merger requires the affirmative vote of the holders of a majority of the outstanding shares of Heritage common stock, and approval of the Heritage merger-related compensation proposal requires the affirmative vote of a majority of the votes cast, assuming a quorum is present.merger.

The Renasant board of directors unanimously recommends that Renasant stockholders vote “FOR” the agreement and plan of merger and the transactions contemplated by the agreement and plan of merger and “FOR” the Renasant adjournment proposal.

The Heritage board of directors unanimously recommends that Heritage stockholders vote “FOR” the agreement and plan of merger and the transactions contemplated by the agreement and plan of merger, “FOR” the Heritage merger-related compensation proposal and “FOR” the Heritage adjournment proposal.

This joint proxy statement/prospectus describes the special meetings,meeting, the merger, the documents related to the merger and other related matters.Please carefully read this entire document, including “Risk Factors” beginning on page— 16 for a discussion of the risks relating to the proposed merger and owning Renasant common stock after the merger. You also can obtain information about our companiesRenasant from documents that each of usRenasant has filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved of the Renasant common stock to be issued under this document or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

The shares of Renasant common stock to be issued in the merger are not savings or deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated ●, 2016, and it is first being mailed to KeyWorth shareholders, along with the enclosed form of proxy card, on or about ●, 2016.

REFERENCES

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on March 17, 2016

On March 17, 2016, KeyWorth Bank (“KeyWorth”) will hold a Special Meeting of Shareholders at the Duluth Financial Center, 6515 Sugarloaf Parkway, Duluth, Georgia 30097 at 5:30 p.m., local time, to consider and vote upon the following matters:

The KeyWorth board of directors has fixed the close of business on January 28, 2016, as the record date for the special meeting. Only KeyWorth shareholders of record at that time are entitled to notice of and to vote at the special meeting, or any adjournment or postponement of the special meeting. Approval of the merger proposal requires the affirmative vote of holders of at least two-thirds of the outstanding shares of KeyWorth common stock. The adjournment proposal will be approved if a majority of the shares represented, in person or by proxy, at the special meeting and entitled to vote are voted in favor of the proposal, assuming a quorum is present.

The KeyWorth board of directors has adopted and approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of KeyWorth and its shareholders and unanimously recommends that KeyWorth shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the internet site listed on the KeyWorth proxy card, by calling the toll-free number listed on the KeyWorth proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of record of KeyWorth common stock who is present at the special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before the special meeting in the manner described in the accompanying proxy statement/prospectus.

The attached proxy statement/prospectus describes the terms and conditions of the merger agreement and includes the complete text of the merger agreement as Annex A. We urge you to read the enclosed materials carefully for a complete description of the merger agreement and the merger. The accompanying proxy statement/prospectus forms a part of this notice.

As required under the Financial Institutions Code of Georgia and the provisions of the Georgia Business Corporation Code referenced thereby, KeyWorth hereby notifies all shareholders entitled to vote on the merger agreement that you are or may be entitled to dissenters’ rights under Georgia law. A copy of the Georgia statutes governing dissenters’ rights is included with the accompanying proxy statement/prospectus as Annex C. See also “The Merger—Dissenters’ Rights” beginning on page● in the accompanying proxy statement/prospectus.

By Order of the Board of Directors

/s/ James F. Pope

Chief Executive Officer

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE YOUR SHARES PROMPTLY.

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Renasant and Heritage from documents that Renasant and Heritage, respectively, havehas filed with the Securities and Exchange Commission and that havehas not been included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone or email from Renasant or Heritage, as the case may be, at the following addresses:address:

You will not be charged for any of these documents that you request.To obtain timely delivery of these documents, you must request them no later than five business days before the date of the applicable special meeting. This means that Renasant stockholders and Heritage stockholders requesting documents must do so by June 9, 2015 in order to receive them before the Renasant special meeting or the Heritage special meeting, respectively. IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO PRIOR TO MARCH 10, 2016 IN ORDER TO RECEIVE THEM BEFORE THE SPECIAL MEETING.

You should rely only on the information contained in or incorporated by reference into this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated—, 2015, ●, 2016, and you should assume that the information in this document is accurate only as of such date or such other date as is specified. You should assume that the information incorporated by reference into this document is only accurate as of the date of such document or such other date as is specified. Neither the mailing of this document to Heritage stockholders or Renasant stockholdersKeyWorth shareholders nor the issuance by Renasant of shares of Renasant common stock in connection with the merger will create any implication to the contrary.

Information on the websites of Renasant or Heritage,KeyWorth, or any subsidiary of Renasant, or Heritage, is not part of this document. You should not rely on that information in deciding how to vote.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding HeritageKeyWorth has been provided by HeritageKeyWorth and information contained in this document regarding Renasant as well as all pro forma financial information, has been provided by Renasant.

See “Where You Can Find More Information” on page— ● of this joint proxy statement/prospectus for more information about the documents referred to in this joint proxy statement/prospectus.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on June 16, 2015

On June 16, 2015, Renasant Corporation (“Renasant”) will hold a Special Meeting of Stockholders at the Marriott Renaissance Birmingham Ross Bridge, 4000 Grand Avenue, Birmingham, Alabama 35226 at 11:00 a.m., local time, to consider and vote upon the following matters:

The Renasant board of directors has fixed the close of business on April 21, 2015, as the record date for the special meeting. Only Renasant stockholders of record at that time are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the special meeting. Approval of each of the proposals requires the affirmative vote of a majority of the votes cast, assuming a quorum is present.

The Renasant board of directors has adopted and approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Renasant and its stockholders and unanimously recommends that Renasant stockholders vote “FOR” the Renasant merger proposal and “FOR” the Renasant adjournment proposal.

Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the internet site listed on the Renasant proxy card, by calling the toll-free number listed on the Renasant proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of record of Renasant common stock who is present at the special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before the special meeting in the manner described in the accompanying joint proxy statement/ prospectus.

The attached joint proxy statement/prospectus describes the terms and conditions of the merger agreement and includes the complete text of the merger agreement as Annex A. We urge you to read the enclosed materials carefully for a complete description of the merger agreement and the merger. The accompanying joint proxy statement/prospectus forms a part of this notice.

By Order of the Board of Directors

E. Robinson McGraw

Chairman of the Board of Directors, President and Chief Executive Officer

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE YOUR SHARES PROMPTLY.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on June 16, 2015

On June 16, 2015, Heritage Financial Group, Inc. (“Heritage”) will hold a Special Meeting of Stockholders at the Merry Acres Event Center, 1500 Dawson Road, Albany, Georgia 31707 at 10:00 a.m., local time, to consider and vote upon the following matters:

The Heritage board of directors has fixed the close of business on April 21, 2015, as the record date for the special meeting. Only Heritage stockholders of record at that time are entitled to notice of and to vote at the special meeting, or any adjournment or postponement of the special meeting. Approval of the Heritage merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Heritage common stock. The Heritage merger-related compensation proposal and the Heritage adjournment proposal will each be approved if a majority of the votes cast on each such proposal at the Heritage special meeting are voted in favor of such proposal, assuming a quorum is present.

The Heritage board of directors has adopted and approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Heritage and its stockholders and unanimously recommends that Heritage stockholders vote “FOR” the Heritage merger proposal, “FOR” the Heritage merger-related compensation proposal and “FOR” the Heritage adjournment proposal.

Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions. Please vote as soon as possible by accessing the internet site listed on the Heritage proxy card, by calling the toll-free number listed on the Heritage proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of record of Heritage common stock who is present at the special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before the special meeting in the manner described in the accompanying joint proxy statement/prospectus.

The attached joint proxy statement/prospectus describes the terms and conditions of the merger agreement and includes the complete text of the merger agreement as Annex A. We urge you to read the enclosed materials carefully for a complete description of the merger agreement and the merger. The accompanying joint proxy statement/prospectus forms a part of this notice.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE YOUR SHARES PROMPTLY.

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Renasant special meeting, the Heritage special meeting and the merger. We urge you to read carefully the remainder of this joint proxy statement/prospectus (including the risk factors beginning on page—●) because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this document.

Q: What are Heritage stockholdersKeyWorth shareholders being asked to vote on?

A: Heritage stockholdersKeyWorth shareholders are being asked to vote (1) to approve (1) an agreement and plan of merger by and among Renasant, Renasant Bank Heritage and HeritageBank of the South (“HeritageBank”),KeyWorth, which we refer to as the Heritage merger proposal, (2) to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Heritage’s “named executive officers” (as determined under Securities and Exchange Commission, or SEC, regulations) that is based on or otherwise relates to the merger, which we refer to as the Heritage merger-related compensation proposal, and (3) to approve(2) the adjournment of the special meeting of Heritage stockholders, which we refer to as the Heritage special meeting,KeyWorth shareholders, if necessary or appropriate, to solicit additional proxies in favor of the approval of the Heritage merger proposal, which we refer to as the Heritage adjournment proposal.

Throughout the remainder of this joint proxy statement/prospectus, the agreement and plan of merger is referred to as the “merger agreement.” In the merger, Heritage will merge with and into Renasant, with Renasant being the surviving corporation. Immediately thereafter, HeritageBankKeyWorth will merge with and into Renasant Bank, with Renasant Bank beingas the surviving banking association. References to the “merger” refer to the merger of Heritage with and into Renasant, unless the context clearly indicates otherwise.

Q: What are Renasant stockholders being asked to vote on?

A: Renasant stockholders are being asked to vote (1) to approve the merger agreement, which we refer to as the Renasant merger proposal, and (2) to approve the adjournment of the special meeting of Renasant stockholders, which we refer to as the Renasant special meeting, if necessary or appropriate, to solicit additional proxies in favor of the approval of the Renasant merger proposal, which we refer to as the Renasant adjournment proposal.

Q: What do Heritage stockholdersKeyWorth shareholders need to do now?

A: After you have carefully read this document and have decided how you wish to vote your shares of HeritageKeyWorth common stock, indicate on your proxy card how you want your shares to be voted with respect to the Heritage merger proposal, the Heritage merger-related compensation proposal and the Heritage adjournment proposal. When complete, please sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote by telephone or through the internet. Submitting your proxy by internet, telephone or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Heritage special meeting. Your proxy card must be received prior to the special meeting on June 16, 2015March 17, 2016 in order to be counted. If you would like to attend the Heritage special meeting, see “Can I attend the Heritage special meeting and vote my shares in person?”

Q: What do Renasant stockholders need to do now?

A: After you have carefully read this document and have decided how you wish to vote your shares of Renasant common stock, indicate on your proxy card how you want your shares to be voted with respect to the Renasant merger proposal and the Renasant adjournment proposal. When complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote by telephone or

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through the internet. Submitting your proxy by internet, telephone or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Renasant special meeting. Your proxy card must be received prior to the special meeting on June 16, 2015 in order to be counted. If you would like to attend the Renasant special meeting, see “Can I attend the Renasant special meeting and vote my shares in person?”

Q: Why is my vote as a Heritage stockholderKeyWorth shareholder important?

A: If you do not vote by proxy, telephone or internet or vote in person at the Heritage special meeting, it will be more difficult for HeritageKeyWorth to obtain the necessary quorum to hold its special meeting. In addition, approval of the Heritage merger proposal requires the affirmative vote of the holders of a majorityat least two-thirds of the outstanding shares of HeritageKeyWorth common stock, while approval of the Heritage merger-related compensation proposal and the Heritage adjournment proposal each requires the affirmative vote of a majority of the votes cast,shares represented, in person or by proxy, at the special meeting and entitled to vote, assuming a quorum is present. Because approval of the Heritage merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Heritage common stock, failure to vote on the Heritage merger proposal will have the same effect as a vote “against” the proposal.

The HeritageKeyWorth board of directors unanimously recommends that you vote “FOR”to approve the Heritage merger proposal, the Heritage merger-related compensation proposal and the Heritage adjournment proposal.

Q: Why is my vote as a Renasant stockholder important?

A: If you do not vote by proxy, telephone or internet or vote in person at the Renasant special meeting, it will be more difficult for Renasant to obtain the necessary quorum to hold its special meeting. In addition, approval of the Renasant merger proposal and the Renasant adjournment proposal each requires the affirmative vote of a majority of the votes cast, assuming a quorum is present.

The Renasant board of directors unanimously recommends that you vote “FOR” the Renasant merger proposal and the Renasant adjournment proposal.

Q: What will happen if Heritage stockholders do not approve the Heritage merger-related compensation proposal at the Heritage special meeting?

A: Approval of the Heritage merger-related compensation proposal is not a condition to completion of the merger. The vote on this proposal is an advisory vote and will not be binding on Heritage (or the combined company that results from the merger) regardless of whether the merger agreement is approved. Accordingly, because Heritage is contractually obligated to pay the compensation if the merger agreement is approved and the merger is consummated, it is expected that the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote.

Q: If my shares are held in street name“street name” by mya broker, bank or other holder of record, will my brokershares automatically vote my sharesbe voted for me?

A: No. Your broker cannotBanks, brokers or other holders of record who hold shares of KeyWorth common stock in “street name” for customers who are the beneficial owners of such shares may not give a proxy to vote yourthose customers’ shares withoutin the absence of specific instructions from you.those customers. You should instruct your brokerthe street name holder as to how to vote your shares, following the directions your broker providesprovided to you. Please checkShares of KeyWorth common stock present but not voted on any particular matter, or a “broker non-vote,” will be counted for the voting form used by your broker. Without instructions, your shares will not be voted, which will have the effect described below.purpose of determining whether a quorum is present.

Q: What if I abstain from voting or fail to instruct my broker?

A: If you are a Heritage stockholderKeyWorth shareholder and you abstain from voting or fail toa broker non-vote is submitted because you did not instruct yourthe broker, to votebank or other holder of record of your shares andas to how the broker submits an unvoted proxy, referredshares were to as a broker non-vote,be voted, the abstention or broker non-vote will be counted toward a quorum at the Heritage special meeting. However, because approval of the Heritage merger proposal requires the affirmative vote of the holders of a majorityat least two-thirds of the outstanding shares of

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Heritage KeyWorth common stock, an abstention or failure to vote your shares will have the same effect as a vote against the Heritageapproval of the merger proposal. An abstention or failure to vote your shares will have no effect on the vote to approve the Heritage merger-related compensation proposal or the Heritage adjournment proposal.

If you are a Renasant stockholder and you abstain from voting or fail to instruct your broker to vote your shares and the broker submits an unvoted proxy, the abstention or broker non-vote will be counted toward a quorum at the Renasant special meeting, but it will have no effect on the vote to approve the Renasant merger proposal or to approve the Renasant adjournment proposal.

Q: How do I votewill my shares of HeritageKeyWorth common stock allocated to me in the Heritage employee stock ownershipKeyWorth 401(k) plan or the Heritage 401(k) plan?be voted?

A: If onAs authorized by the record dateKeyWorth 401(k) plan, the administrative committee of the Heritage special meeting, Heritage common stock is allocated to your accounts in the employee stock ownership plan or the 401(k) plan maintained by Heritage, you are entitled to provide voting instructions towill direct how the trusteeshares of each plan, who will cast your votes at the Heritage special meeting. If you do not timely provide instructions, your shares will be voted by the trustee in the same proportion as shares for which the trustee has received voting instructions. The proxy card you receive with respect to the HeritageKeyWorth common stock allocated to your account will contain instructions on how to vote such shares.

Q. How do I vote sharesas of Renasant common stock allocated to me in the Renasant employee stock ownership plan or the Renasant 401(k) plan?

A: If on the record date of the Renasant special meeting shares of Renasant common stock, or units representing shares of such stock, are allocated to your accounts in the employee stock ownership plan or the 401(k) plan maintained by Renasant, you are entitled to provide voting instructions to the trustee of each plan, Renasant Bank, who will cause your votes to be cast at the Renasant special meeting. If you do not timely provide instructions, your plan shares or units will be voted by the trustee in the same proportion as plan shares for which the trustee has received voting instructions. The proxy card you receive with respect to the Renasant common stock, or units representing shares of such stock, allocated to your accounts in the employee stock ownership plan or the 401(k) plan will contain instructions on how to vote such shares.its discretion.

Q: Can I attend the Heritage special meeting and vote my shares in person?

A: Yes. All Heritage stockholders,KeyWorth shareholders, including stockholdersshareholders of record and stockholdersshareholders who hold their shares through banks, brokers nominees or any other holder of record, are invited to attend the Heritage special meeting. StockholdersShareholders of record as of the record date can vote in person at the Heritage special meeting. If you choose to vote in person at the special meeting and if you are a stockholdershareholder of record, you should bring the enclosed proxy card and proof of identity. If you hold your shares in street name, you must obtain and bring a broker representation letter in your name from your bank, broker or other holder of record and proof of identity. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting, which will be printed on the meeting agenda. At the appropriate time during the special meeting, the stockholdersshareholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Even if you plan to attend the special meeting, Heritage encourages you to vote by telephone, internet or mail so your vote will be counted if you later decide not to attend the special meeting.

Q: Can I attend the Renasant special meeting and vote my shares in person?

A: Yes. All Renasant stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the Renasant special meeting. Renasant stockholders as of the record date can vote in person at the Renasant special meeting except as to shares held in the Renasant 401(k) and employee stock ownership plans. If you choose to vote in person at the special meeting and if you are a stockholder of record, you should bring the enclosed proxy card and proof of

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identity. If you hold your shares in street name, you must obtain and bring a broker representation letter in your name from your bank, broker or other holder of record and proof of identity. Please show this documentation at the meeting registration desk. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting, which will be printed on the meeting agenda. At the appropriate time during the special meeting, the stockholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Even if you plan to attend the special meeting, RenasantKeyWorth encourages you to vote by telephone, internet or mail so your vote will be counted if you later decide not to attend the special meeting.

Q: Is the merger expected to be taxable to Heritage stockholders?KeyWorth shareholders?

A: Generally, no. The merger is intended to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,”Code, and holders of HeritageKeyWorth common stock are not expected to recognize any gain or loss for United States federal income tax purposes on the exchange of shares of HeritageKeyWorth common stock for shares of Renasant common stock in the merger, except with respect to any cash received in lieu of a fractional share of Renasant common stock. You should read “United“Material United States Federal Income Tax Consequences of the Merger” beginning on page— ● for a more complete discussion of the United States federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the specific tax consequences of the merger to you.

Q: If I am a Heritage stockholder,KeyWorth shareholder, can I change or revoke my vote?

A: Yes. You may revoke any proxy at any time before it is voted in any of the following ways: (1) by personally appearing and choosing to vote at the Heritage special meeting, if you are the stockholdershareholder of record or you obtain and bring a broker representation letter in your name from your bank, broker or the holder of record and, in all cases, you bring proof of identity; (2) by written notification to HeritageKeyWorth which is received prior to the exercise of the proxy; or (3) by a subsequent proxy executed by the person executing the prior proxy and presented at the special meeting. Heritage stockholdersKeyWorth shareholders may send their written revocation letter to Heritage Financial Group, Inc.,KeyWorth Bank, 11655 Medlock Bridge Road, Johns Creek, Georgia 30097, Attention: Corporate Secretary, 721 N. Westover Boulevard, Albany, Georgia 31707.James F. Pope. If you have voted your shares through the internet, you may revoke your prior internet vote by recording a different vote using internet voting or by signing and returning a proxy card dated as of a date that is later than your last internet vote. If you have voted your

shares through a telephone call, you may revoke your prior telephone vote by calling the toll-free number listed on the HeritageKeyWorth proxy card and recording a different vote or by signing and returning a proxy card dated as of a date that is later than your last telephone vote.

Any stockholdershareholder entitled to vote in person at the Heritage special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence of a stockholdershareholder at the special meeting will not constitute revocation of a previously given proxy.

Q: If I am a Renasant stockholder, can I change or revoke my vote?Will KeyWorth shareholders have dissenters’ rights?

A: Yes. YouIf you are a holder of shares of KeyWorth common stock and if you follow the procedures prescribed by Georgia law, you may revoke any proxy at any time before it is voteddissent from the merger agreement and have the fair value of your KeyWorth common stock paid to you in anycash. If you follow these procedures, you will not receive Renasant common stock. Instead, the fair value of your KeyWorth common stock, determined in the manner prescribed by Georgia law, will be paid to you in cash. That amount could be more or less than the merger consideration or the market value of Renasant common stock as of the following ways: (1) by personally appearing and choosing to vote at the Renasant special meeting, if you are the stockholder of record, or you obtain and bring a broker representation letter in your name from your bank, broker or the holder of record and, in all cases, you bring proof of identity; (2) by written notification to Renasant which is received prior to the exerciseclosing date of the proxy; or (3) bymerger. For a subsequentmore complete description of these dissenters’ rights, see “The Merger—Dissenters’ Rights” beginning on page ● and Annex C to this proxy executed bystatement/prospectus, which contains a copy of the person executing the prior proxy and presented at the special meeting. Renasant stockholders may send their written revocation letter to Renasant Corporation, Attention: Secretary, 209 Troy Street, Tupelo, Mississippi 38804-4827. If you have voted your shares through the internet, you may revoke your prior internet vote by recording a different vote using internet voting or by signing and returning a proxy card dated as of a date that is later than your last internet vote. If you have voted your shares through a telephone call, you may revoke your prior telephone vote by calling the toll-free number listed on the Renasant proxy card and recording a different vote or by signing and returning a proxy card dated as of a date that is later than your last telephone vote.

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Any stockholder entitled to vote in person at the Renasant special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence of a stockholder at the special meeting will not constitute revocation of a previously given proxy.Georgia statutes governing dissenters’ rights.

Q: If I am a Heritage stockholderKeyWorth shareholder with shares represented by stock certificates, should I send in my HeritageKeyWorth stock certificates now?

A: No. You should not send in your HeritageKeyWorth stock certificates at this time. After completion of the merger, Renasant will cause instructions to be sent to you for exchanging HeritageKeyWorth stock certificates for shares of Renasant common stock in book-entry form and cash to be paid in lieu of anya fractional share of Renasant common stock. The shares of Renasant common stock that Heritage stockholdersKeyWorth shareholders will receive in the merger will be issued in book-entry form. Please do not send in your stock certificates with your proxy card.

Q: What should I do if I hold my shares of Heritage common stock in book-entry form?

A: You are not required to take any specific actions if you hold your shares of Heritage common stock in book-entry form. After the completion of the merger, shares of Heritage common stock held in book-entry form will automatically be exchanged for shares of Renasant common stock in book-entry form and cash to be paid in lieu of any fractional share of Renasant common stock.

Q: Can I place my Heritage stock certificate(s) into book-entry form prior to the merger?

A: Yes, Heritage stock certificates can be placed into book-entry form prior to the merger. For more information, please contact Heritage’s transfer agent, Computershare, Inc., at (800) 368-5948.

Q: Whom can I contact if I cannot locate my HeritageKeyWorth stock certificate(s)?

A: If you are unable to locate your original HeritageKeyWorth stock certificate(s), you should contact Heritage’s transfer agent, Computershare, Inc.,Laura T. Dempsey at (800) 368-5948.(770) 418-2767.

Q: When do you expect to complete the merger?

A: We currently expect to complete the merger during the thirdfirst quarter of 2015.2016. However, we cannot assure you when or if the merger will occur. We must, among other things, first obtain the approvalsapproval of Heritage stockholders and Renasant stockholdersKeyWorth shareholders at their respectivethe special meetingsmeeting and the required regulatory approvals described below in “The Merger—Regulatory and Third Party Approvals” beginning on page—.

Q: If I hold Heritage common stock through the 401(k) plan maintained by Heritage, can I sell these shares?

A: Yes. You can sell any shares of Heritage common stock allocated to your plan account before the effective time of the merger, subject to any limitations imposed under the 401(k) plan. Heritage common stock must be allocated to your plan account at the effective time of the merger to receive the merger consideration. ●.

Q: How do I receive the merger consideration if I hold my HeritageKeyWorth common stock in the employee stock ownership plan or 401(k) plan maintained by Heritage?KeyWorth?

A: You will be entitled to receive the merger consideration for HeritageKeyWorth common stock that is allocated to your plan accounts at the effective time of the merger. You do not have to take any action; the trustee of eachthe 401(k) plan will exchange HeritageKeyWorth common stock for shares of Renasant common stock (or cash in lieu of fractional shares) and allocate the shares to your plan accounts.account.

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Q: Whom should I call with questions?

A: Heritage stockholdersKeyWorth shareholders should contact T. Heath Fountain, Heritage’sJames F. Pope, KeyWorth’s Chief FinancialExecutive Officer, by telephone at (229) 878-2055.

Renasant stockholders should contact Kevin D. Chapman, Renasant’s Chief Financial Officer, by telephone at (662) 680-1450.(770) 418-2772.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents that are made part of this joint proxy statement/prospectus by reference to other documents filed with the Securities and Exchange Commission, which we refer to as the SEC, include various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Renasant and HeritageKeyWorth that are subject to risks and uncertainties. Congress passed the Private Securities Litigation Reform Act of 1995 in an effort to encourage companies to provide information about their anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects a company from unwarranted litigation if actual results are different from management expectations. This document reflects the current views and estimates of future economic circumstances, industry conditions, company performance and financial results of the management of Renasant and Heritage.KeyWorth. These forward-looking statements are subject to a number of factors and uncertainties which could cause Renasant’s, Heritage’sKeyWorth’s or the combined company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material. Forward-looking statements speak only as of the date they are made, and neither Renasant nor HeritageKeyWorth assumes any duty to update forward-looking statements, unless required by applicable law.statements. In addition to factors previously disclosed in Renasant’s and Heritage’s reports filed with the SEC and those identified elsewhere in this joint proxy statement/prospectus, these forward-looking statements include, but are not limited to, statements about (1) the expected benefits of the transaction between Renasant and Heritage and between Renasant Bank and HeritageBank,KeyWorth, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (2) Renasant’s and Heritage’sKeyWorth’s plans, objectives, expectations and intentions and other statements contained in this document that are not historical facts. Other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Renasant’s and Heritage’sKeyWorth’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements, and such differences may be material.

The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

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Additional factors that could cause Renasant’s and Heritage’s results to differ materially from those described in the forward-looking statements can be found in Renasant’s and Heritage’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Renasant, HeritageKeyWorth or the proposed merger or other matters and attributable to Renasant, HeritageKeyWorth or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Renasant and HeritageKeyWorth do not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking statements are made, except as may be required by applicable law.made.

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RISK FACTORS

In addition to the general investment risks and other information included in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the heading “Special Note Regarding Forward-Looking Statements” on page— and the matters discussed under the caption “Risk Factors” in Renasant’s Annual Report on Form 10-K for the year ended December 31, 2014 filed by Renasant (as updated by subsequently filed Forms 10-Q and other reports filed with the SEC), Renasant and Heritage stockholders should carefully consider the matters described below in determining whetherdirectors unanimously recommends that you vote to approve the merger agreement.proposal and the adjournment proposal.

Q: If any of the following risksmy shares are held in “street name” by a broker, bank or other risks that haveholder of record, will my shares automatically be voted for me?

A: No. Banks, brokers or other holders of record who hold shares of KeyWorth common stock in “street name” for customers who are the beneficial owners of such shares may not been identified, or that Renasant and Heritage currently believe are immaterial or unlikely, actually occur,give a proxy to vote those customers’ shares in the business, financial condition and resultsabsence of operations of the combined company could be harmed. Many factors, including those described below, could cause actual results to differ materiallyspecific instructions from those discussed in forward-looking statements.

Risks Relatedcustomers. You should instruct the street name holder as to how to vote your shares, following the Merger

Because the market pricedirections provided to you. Shares of RenasantKeyWorth common stock present but not voted on any particular matter, or a “broker non-vote,” will fluctuate, Heritage stockholders cannot be surecounted for the purpose of determining whether a quorum is present.

Q: What if I abstain from voting or fail to instruct my broker?

A: If you are a KeyWorth shareholder and you abstain from voting or a broker non-vote is submitted because you did not instruct the market valuebroker, bank or other holder of record of your shares as to how the shares were to be voted, the abstention or broker non-vote will be counted toward a quorum at the special meeting. However, because approval of the merger consideration theyproposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of KeyWorth common stock, an abstention or failure to vote your shares will receive.

Upon completionhave the same effect as a vote against the approval of the merger each shareproposal. An abstention or failure to vote your shares will have no effect on the vote to approve the adjournment proposal.

Q: How will my shares of HeritageKeyWorth common stock allocated in the KeyWorth 401(k) plan be voted?

A: As authorized by the KeyWorth 401(k) plan, the administrative committee of the 401(k) plan will be converted intodirect how the right to receive the merger consideration consistingshares of 0.9266 of a share of RenasantKeyWorth common stock and cash in lieu of the issuance of any fractional shares of Renasant common stock. The market value of the merger consideration may vary from the closing price of Renasant common stock on the date we announced the merger, on the date that this document was mailedallocated to Heritage stockholders, on the date of the special meeting of the Heritage stockholders and on the date we complete the merger and thereafter. Any change in the market price of Renasant common stock prior to completion of the merger will affect the market value of the merger consideration that Heritage stockholders will receive upon completion of the merger. Accordingly, at the time of the Heritage special meeting, Heritage stockholders will not know or be able to calculate the market value of the merger consideration they would receive upon completion of the merger. Neither company is permitted to terminate the merger agreement or resolicit the vote of Heritage stockholders solely because of changes in the market prices of either company’s stock. There will be no adjustment to the merger consideration for changes in the market price of either shares of Renasant common stock or shares of Heritage common stock. Stock price changes result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond our control. You should obtain current market quotations for Renasant common stock and for Heritage common stock before you vote.

Heritage stockholders do not have dissenters’ rights in the merger.

Dissenters’ rights are statutory rights that, if applicable under law, enable stockholders of a Maryland corporation such as Heritage to dissent from an extraordinary transaction, such as a merger, and demand and receive payment of the fair value of the stockholder’s stock from the successor corporation instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the MGCL, Heritage stockholders do not have dissenters’ rights with respect to their shares of Heritage common stock, assuming that Heritage continues to be listed on Nasdaq, a national securities exchange,your account as of the record date will be voted in its discretion.

Q: Can I attend the special meeting and vote my shares in person?

A: Yes. All KeyWorth shareholders, including shareholders of record and shareholders who hold their shares through banks, brokers or any other holder of record, are invited to attend the special meeting. Shareholders of record as of the record date can vote in person at the special meeting. If you choose to vote in person at the special meeting and if you are a shareholder of record, you should bring the enclosed proxy card and proof of identity. If you hold your shares in street name, you must obtain and bring a broker representation letter in your name from your bank, broker or other holder of record and proof of identity. Everyone who attends the special meeting must abide by the rules for the Heritageconduct of the meeting, which will be printed on the meeting agenda. At the appropriate time during the special meeting, the shareholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Even if you plan to attend the special meeting, KeyWorth encourages you to vote by telephone, internet or mail so your vote will be counted if you later decide not to attend the special meeting.

Heritage stockholders will have a reduced ownership and voting interest afterQ: Is the merger and will exercise less influence over management.expected to be taxable to KeyWorth shareholders?

Heritage stockholders currently have the right to vote in the election of the Heritage board of directors and on other matters affecting Heritage. When the merger occurs, each Heritage stockholder that receives shares of Renasant common stock will become a Renasant stockholder with a percentage ownership of the combined organization that is smaller than such stockholder’s current percentage ownership of Heritage. Because of this, Heritage stockholders will have less influence on the management and policies of Renasant than they now have on the management and policies of Heritage.

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Heritage will be subject to business uncertainties and contractual restrictions while the merger is pending.

Heritage’s employees and customers may be uncertain about the effect on Heritage of the merger, and this uncertainty may adversely affect Heritage’s ability to attract, retain and motivate key personnel until the merger is completed. In addition, customers, vendors and other third parties could seek to alter their existing business relationships with Heritage on account of the merger. Because of uncertainty about their future employment with

Renasant following the merger, retention of certain employees by Heritage may be challenging while the merger is pending. If key employees depart for any reason, Heritage’s business, both while the merger is pending and after its completion, could be negatively impacted. In addition, Heritage has agreed to certain contractual restrictions on the operation of its business prior to closing. See “The Merger Agreement—Covenants and Agreements” on page— for a discussion of the restrictive covenants applicable to Heritage.

The merger agreement limits Heritage’s ability to pursue an alternative acquisition proposal and requires Heritage to pay a termination fee of $10.3 million plus up to $750,000 of Renasant’s expenses under limited circumstances relating to alternative acquisition proposals.

The merger agreement prohibits Heritage from, among other things, soliciting, initiating or facilitating certain alternative acquisition proposals with any third party unless Heritage’s directors determine in good faith (after consultation with financial advisors and outside legal counsel) that (1) their failure to take such action would be inconsistent with their fiduciary duties under applicable law and (2) such alternative transaction would result in a transaction more favorable to Heritage’s stockholders from a financial point of view than the merger with Renasant and is reasonably likely to be consummated. See “The Merger Agreement—No Solicitation of Other Offers” on page—. The merger agreement also provides for the payment by Heritage of a termination fee in the amount of $10.3 million plus up to $750,000 of Renasant’s expenses in the event that either party terminates the merger agreement for certain reasons. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Heritage from considering or proposing such an acquisition, even if this third party was willing to pay consideration with a higher per share value than the consideration payable in the merger with Renasant. Similarly, such a competing acquiror might propose a price lower than it might otherwise have been willing to offer because of the potential added expense of the termination fee that may become payable to Renasant in certain circumstances under the merger agreement. See “The Merger Agreement—Termination Fee” on page—.

The boards of directors of Renasant and Heritage have not obtained updated fairness opinions from Raymond James and KBW, respectively, reflecting changes in circumstances that may have occurred since the signing of the merger agreement.

The boards of directors of Renasant and Heritage have not obtained updated fairness opinions as of the date of this joint proxy statement/prospectus from Raymond James and KBW, which are Renasant’s and Heritage’s respective financial advisors. Changes in the operations and prospects of Renasant or Heritage, general market and economic conditions and other factors which may be beyond the control of Renasant and Heritage may have altered the value of Renasant or Heritage or the prices of Renasant common stock and Heritage common stock as of the date of this document, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of any date other than the dates of those opinions. For a description of the opinions that the Renasant and Heritage boards of directors received from the parties’ respective financial advisors, please refer to “The Merger—Opinion of Renasant’s Financial Advisor” beginning on page— and “The Merger—Opinion of Heritage’s Financial Advisor” beginning on page—. For a description of the other factors considered by Renasant’s board of directors in determining to approve the merger, please refer to “The Merger—Renasant’s Reasons for the Merger; Recommendation of the Renasant Board of Directors” beginning on page—. For a description of the other factors considered by Heritage’s board of directors in determining to approve the merger, please refer to “The Merger—Heritage’s Reasons for the Merger; Recommendation of the Heritage Board of Directors” beginning on page—.

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The unaudited pro forma condensed combined financial statements included in this document are preliminary, and the actual financial condition and results of operations after the merger may differ materially.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what Renasant’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments to illustrate the effect of the merger had it been completed on the dates indicated, which are based upon preliminary estimates, to record the Heritage identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Heritage as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page—.

Certain of Heritage’s directors and executive officers have interests in the merger that may differ from the interests of Heritage’s stockholders including, if the merger is completed, the receipt of financial and other benefits.

Heritage’s executive officers and directors have interests in the merger that are in addition to, and may be different from, the interests of Heritage stockholders generally. These interests include, among others:

See “The Merger—Interests of Certain Heritage Directors and Executive Officers in the Merger” beginning on page— for a discussion of these interests. One director will be appointed to Renasant and Renasant Bank’s respective boards of directors upon completion of the merger, although this individual has not been selected as of the date of this joint proxy statement/prospectus.

A: Generally, no. The merger is subjectintended to the receipt of consents and approvals from government entities that may impose conditions that could delay the completion of the merger or have an adverse effect on the combined company following the merger.

Before the merger may be completed, various approvals or consents must be obtained from the Federal Reserve, the FDIC and various domestic bank, securities and other regulatory authorities. As of the date of this joint proxy statement/prospectus, each of the Federal Reserve, the FDIC and the Mississippi Department of Banking and Consumer Finance have approved the merger. However, it is possible that, on account of a change in circumstances affecting Renasant, Heritage or both companies or for other reasons, any of these regulatory approvals could be withdrawn in its entirety or made subject to the satisfaction of certain conditions. Although unlikely, the occurrence of such an event could have the effect of delaying completion of the merger or imposing additional costs on, or limiting the revenues of, the combined company following the merger, any of which might have an adverse effect on the combined company following the merger.

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The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the market price of Renasant common stock or Heritage common stock to decline.

The merger is subject to customary conditions to closing, including the approval of Renasant’s and Heritage’s stockholders. If any condition to the merger is not satisfied or waived (to the extent waiver is legally permitted at all), the merger will not be completed. In addition, Renasant and Heritage may terminate the merger agreement under certain circumstances even if the merger is approved by Renasant’s and Heritage’s stockholders, including, but not limited to, if the merger has not been completed on or before September 30, 2015. If Renasant and Heritage do not complete the merger, the market price of Renasant common stock or Heritage common stock may decline to the extent that the current market prices of those shares reflect a market assumption that the merger will be completed. In addition, neither company would realize any of the expected benefits of having completed the merger. If the merger is not completed, additional risks could materialize, which could materially and adversely affect the business, financial results, financial condition and stock prices of Renasant or Heritage. For more information on closing conditions to the merger agreement, see the section entitled “Merger Agreement—Conditions to the Completion of the Merger” on page—.

Some of the performing loans in the Heritage loan portfolio being acquired by Renasant may be under-collateralized, which could affect Renasant’s ability to collect all of the loan amount due.

In an acquisition transaction, the purchasing financial institution may be acquiring under-collateralized loans from the seller. Under-collateralized loans are risks that are inherent in any acquisition transaction and are mitigated through the loan due diligence process that the purchaser performs and the estimated fair market value adjustment that the purchaser places on the seller’s loan portfolio. The year a loan was originated can impact the current value of the collateral. Many banks with locations in Florida have performing loans that are under-collateralized because of the decline in real estate values in Florida during the 2006 through 2010 economic downturn. While real estate values generally commenced stabilizing in 2011, and in some markets began to increase in recent years, nonetheless like other financial services institutions, Heritage’s loan portfolio has under-collateralized loans that are still performing.

When it acquires another loan portfolio, Renasant will place what is referred to as a fair market value adjustment on the acquired loan portfolio to address certain risks, including those relating to under collateralized loans. With respect to the Heritage loan portfolio, Renasant has placed a preliminary $43.4 million fair value adjustment which Renasant believes is adequate to mitigate the risk of under-collateralized performing loans. There can be no assurance that the adjustment that Renasant has placed on the Heritage loan portfolio to mitigate against under-collateralized performing loans will be adequate or that Renasant will not incur losses that could be greater than this adjustment.

If the merger is not completed, Renasant and Heritage will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of Renasant and Heritage has incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, Renasant and Heritage would have to recognize these expenses without realizing the expected benefits of the merger.

The merger may have adverse tax consequences.

The parties intend that the merger be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and they will receive legal opinions to that effect from their respective tax counsel. These tax opinions

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represent the legal judgmentholders of counsel rendering the opinion andKeyWorth common stock are not binding on the Internal Revenue Service or the courts. If the merger wereexpected to fail to qualify as a “reorganization,” then a Heritage stockholder generally would recognize any gain or loss as applicable, equal tofor United States federal income tax purposes on the difference between (1) the sumexchange of the fair market valueshares of theKeyWorth common stock for shares of Renasant common stock andin the merger, except with respect to any cash received in lieu of a fractional sharesshare of Renasant common stock received by the Heritage stockholder in the merger; and (2) the Heritage stockholder’s adjusted tax basis in its Heritage stock. See “UnitedYou should read “Material United States Federal Income Tax Consequences of the Merger” beginning on page—.