Renasant Corporation filed an 8-K with the U.S. Securities and Exchange Commission on October 27, 2026, disclosing that it entered into an Agreement and Plan of Merger with Commercial Holding Company, Inc. on that same date.

Key Highlights

  • Exchange ratio set at 0.8798: Each outstanding share of Commercial Common Stock will be converted into the right to receive 0.8798 shares of Renasant Common Stock, with cash paid in lieu of fractional shares.
  • Special cash dividend expected: Commercial shareholders are also expected to receive a special cash dividend of approximately $35.7 million prior to closing.
  • Termination fee of $7,000,000: The Merger Agreement provides that Commercial will owe a termination fee of $7,000,000 upon termination under certain circumstances.
  • Bank subsidiaries to merge: Immediately following the corporate merger, Commercial Bank & Trust Company will merge with and into Renasant Bank, with Renasant Bank surviving.
  • Unanimous board approval: According to the filing, the Merger Agreement was unanimously approved by the Board of Directors of each of Renasant and Commercial.
  • Dissenter rights threshold: Renasant's obligation to close is conditioned on Commercial Common Stock subject to dissenter rights constituting less than 5% of total Commercial shares outstanding.

Renasant and Commercial Holding Announce Merger Terms and Conditions

According to the filing, Renasant Corporation (NYSE:RNST) entered into an Agreement and Plan of Merger with Commercial Holding Company, Inc. on October 27, 2026. Under the terms disclosed, Commercial will merge with and into Renasant, with Renasant continuing as the surviving corporation. The filing states that the Merger Agreement was unanimously approved by the boards of both companies.

The filing discloses that each outstanding share of Commercial Common Stock, par value $1.00 per share, will be converted into the right to receive 0.8798 shares of Renasant Common Stock, par value $5.00 per share, at the effective time of the merger. Cash will be paid in lieu of any fractional shares. In addition, the filing states that Commercial shareholders are expected to receive a special cash dividend of approximately $35.7 million prior to closing.

The completion of the merger is subject to a number of conditions, according to the filing. These include receipt of Commercial shareholder approval, all required regulatory approvals from the Board of Governors of the Federal Reserve System and the Mississippi Department of Banking and Consumer Finance, the effectiveness of a registration statement on Form S-4 to be filed by Renasant, and approval for listing of the Renasant shares to be issued on the New York Stock Exchange. The filing also discloses that each party must receive a tax opinion that the merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger Agreement provides certain termination rights for both parties, and a termination fee of $7,000,000 is payable by Commercial upon termination under certain specified circumstances.

What Was Disclosed

Renasant Corporation disclosed the execution of a merger agreement to acquire Commercial Holding Company, Inc. in an all-stock transaction at an exchange ratio of 0.8798, accompanied by an approximately $35.7 million special cash dividend to Commercial shareholders, subject to regulatory and shareholder approvals.