RNST · Renasant Corp · Debt

27. Subordinated Notes. This Subordinated Note (this “Note”) is one of a duly authorized issue of notes of The First Bancshares, Inc. (the “Issuer”) designated as the “6.40% Fixed-to-Floating Rate Subordinated Notes due 2033” (the “Subordinated Notes”), initially limited in aggregate principal amount to $42,000,000.

Issuer evidence: 27. Subordinated Notes. This Subordinated Note (this “Note”) is one of a duly authorized issue of notes of The First Bancshares, Inc. (the “Issuer”) designated as the “6.40% Fixed-to-Floating Rate Subordinated Notes due 2033” (the “Subordinated Notes”), initially limited in aggregate principal amount to $42,000,000.

Supporting evidence: (a) The Issuer, for value received, hereby promises to pay to the order of Cede & Co., or its registered assigns (the “Holder” and, collectively with all other holders of the Subordinated Notes, the “Holders”), the principal sum of Forty Two Million Dollars (U.S.) ($42,000,000) plus accrued but unpaid interest on May 1, 2033 (the “Stated Maturity”) and to pay interest on such principal amount (i) from and including the original issue date of the Subordinated Notes (April 30, 2018) to but excluding May 1, 2028, at the rate of 6.40% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (each, a “Fixed Interest Payment Date”) beginning on November 1, 2018, and (ii) from and including May 1, 2028 to but excluding the Stated Maturity, at the rate per annum, reset quarterly, equal to LIBOR determined on the determination date of the applicable interest period plus 339 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (each, a “Floating Interest Payment Date”).

Supporting evidence: 27. Subordinated Notes. This Subordinated Note (this “Note”) is one of a duly authorized issue of notes of The First Bancshares, Inc. (the “Issuer”) designated as the “6.40% Fixed-to-Floating Rate Subordinated Notes due 2033” (the “Subordinated Notes”), initially limited in aggregate principal amount to $42,000,000.

THIS INDENTURE, dated as of August 10, 2016, between Liberty Shares, Inc., a bank holding company incorporated in Georgia (hereinafter sometimes called the "Company"), and U.S. Bank National Association as trustee (hereinafter sometimes called the "Trustee"). W I T N E S S E T H: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Junior Subordinated Debt Securities due March 15, 2036 (the "Debt Securities") under this Indenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture. NOW, THEREFORE, in consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term "generally accepted accounting principles" means such accounting principles as are generally accepted in the United States at the time of any computation. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Additional Interest" shall have the meaning set forth in Section 3.06. "Additional Provisions" shall have the meaning set forth in Section 15.01. "Authenticating Agent" means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12. "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. "Board of Directors" means the board of directors or the executive committee or any other duly authorized designated officers of the Company.

Issuer evidence: THIS INDENTURE, dated as of August 10, 2016, between Liberty Shares, Inc., a bank holding company incorporated in Georgia (hereinafter sometimes called the "Company"), and U.S. Bank National Association as trustee (hereinafter sometimes called the "Trustee"). W I T N E S S E T H: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Junior Subordinated Debt Securities due March 15, 2036 (the "Debt Securities") under this Indenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture. NOW, THEREFORE, in consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term "generally accepted accounting principles" means such accounting principles as are generally accepted in the United States at the time of any computation. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Additional Interest" shall have the meaning set forth in Section 3.06. "Additional Provisions" shall have the meaning set forth in Section 15.01. "Authenticating Agent" means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12. "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. "Board of Directors" means the board of directors or the executive committee or any other duly authorized designated officers of the Company.

Supporting evidence: -8- "U.S. Person" has the meaning given to United States Person as set forth in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. "Variable Rate" means a per annum rate of interest, equal to LIBOR plus 1.48%, as determined on the LIBOR Determination Date preceding each Interest Payment Date, reset quarterly. ARTICLE II DEBT SECURITIES SECTION 2.01. Authentication and Dating. Upon the execution and delivery of this Indenture, or from time to time thereafter, Debt Securities in an aggregate principal amount not in excess of $10,310,000 may be executed and delivered by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery said Debt Securities to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its Vice Presidents, without any further action by the Company hereunder. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon a copy of any Board Resolution or Board Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary or other officers with appropriate delegated authority of the Company as the case may be. The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if a Responsible Officer of the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Securityholders. The Trustee shall also be entitled to receive an opinion of counsel to the effect that (1) all conditions precedent to the execution, delivery and authentication of the Securities have been complied with; (2) the Securities are not required to be registered under the Securities Act; and (3) the Indenture is not required to be qualified under the Trust Indenture Act. The definitive Debt Securities shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities. SECTION 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Debt Securities shall be in substantially the following form: This is one of the Debt Securities referred to in the within-mentioned Indenture.

Supporting evidence: THIS INDENTURE, dated as of August 10, 2016, between Liberty Shares, Inc., a bank holding company incorporated in Georgia (hereinafter sometimes called the "Company"), and U.S. Bank National Association as trustee (hereinafter sometimes called the "Trustee"). W I T N E S S E T H: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Junior Subordinated Debt Securities due March 15, 2036 (the "Debt Securities") under this Indenture and to provide, among other things, for the execution and authentication, delivery and administration thereof, the Company has duly authorized the execution of this Indenture. NOW, THEREFORE, in consideration of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term "generally accepted accounting principles" means such accounting principles as are generally accepted in the United States at the time of any computation. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Additional Interest" shall have the meaning set forth in Section 3.06. "Additional Provisions" shall have the meaning set forth in Section 15.01. "Authenticating Agent" means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12. "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. "Board of Directors" means the board of directors or the executive committee or any other duly authorized designated officers of the Company.

The Trustee and the Company are parties to that certain Indenture dated as of August 10, 2016, as supplemented by that certain First Supplemental Indenture dated as of August 30, 2019, executed in connection with the merger of Liberty Shares, Inc. with and into Heritage Southeast Bancorporation, Inc. (f/k/a CCF Holding Company), and that certain Second Supplemental Indenture dated as of December 30, 2022 executed in connection with the merger of Heritage Southeast Bancorporation, Inc. with and into the Company (as supplemented, the “Indenture”), pursuant to which the Company issued U.S. $10,310,000 of its Junior Subordinated Debt Securities due 2036 (the “Debentures”).

Issuer evidence: THIS THIRD SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among U.S. Bank Trust Company, National Association, a national banking association, successor in interest to U.S. Bank National Association, as trustee (herein, the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation, as the ultimate successor in interest to Liberty Shares, Inc. (the “Company”) and the “Company” under the Indenture.

Supporting evidence: The Trustee and the Company are parties to that certain Indenture dated as of August 10, 2016, as supplemented by that certain First Supplemental Indenture dated as of August 30, 2019, executed in connection with the merger of Liberty Shares, Inc. with and into Heritage Southeast Bancorporation, Inc. (f/k/a CCF Holding Company), and that certain Second Supplemental Indenture dated as of December 30, 2022 executed in connection with the merger of Heritage Southeast Bancorporation, Inc. with and into the Company (as supplemented, the “Indenture”), pursuant to which the Company issued U.S. $10,310,000 of its Junior Subordinated Debt Securities due 2036 (the “Debentures”).

Supporting evidence: The Trustee and the Company are parties to that certain Indenture dated as of August 10, 2016, as supplemented by that certain First Supplemental Indenture dated as of August 30, 2019, executed in connection with the merger of Liberty Shares, Inc. with and into Heritage Southeast Bancorporation, Inc. (f/k/a CCF Holding Company), and that certain Second Supplemental Indenture dated as of December 30, 2022 executed in connection with the merger of Heritage Southeast Bancorporation, Inc. with and into the Company (as supplemented, the “Indenture”), pursuant to which the Company issued U.S. $10,310,000 of its Junior Subordinated Debt Securities due 2036 (the “Debentures”).

“Initial Notes” means the $65 million in aggregate principal amount of the Company’s 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 issued under this Indenture on the date hereof.

Issuer evidence: This INDENTURE dated as of September 25, 2020 is between The First Bancshares, Inc., a Mississippi corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the last of the United States of America (the “Trustee”).

Supporting evidence: “Initial Notes” means the $65 million in aggregate principal amount of the Company’s 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 issued under this Indenture on the date hereof.

Supporting evidence: “Initial Notes” means the $65 million in aggregate principal amount of the Company’s 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 issued under this Indenture on the date hereof.

The Trustee and the Company are parties to that certain Indenture dated as of September 25, 2020 (the “Indenture”), pursuant to which the Company issued U.S. $65,000,000 of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”).

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among U. S. Bank, National Association, a national banking association (herein, the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation (the “Company”) and the “Company” under the Indenture.

Supporting evidence: The Trustee and the Company are parties to that certain Indenture dated as of September 25, 2020 (the “Indenture”), pursuant to which the Company issued U.S. $65,000,000 of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”).

Supporting evidence: The Trustee and the Company are parties to that certain Indenture dated as of September 25, 2020 (the “Indenture”), pursuant to which the Company issued U.S. $65,000,000 of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”).

“Existing Subordinated Notes” means, collectively, the Company’s (a) 5.875% Fixed-to-Floating Subordinated Notes due 2028, issued in an initial aggregate principal amount of $24 million, and (b) 6.40% Fixed-to-Floating Subordinated Notes due 2033, issued in an initial aggregate principal amount of $42 million.

Issuer evidence: This INDENTURE dated as of September 25, 2020 is between The First Bancshares, Inc., a Mississippi corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the last of the United States of America (the “Trustee”).

Supporting evidence: “Existing Subordinated Notes” means, collectively, the Company’s (a) 5.875% Fixed-to-Floating Subordinated Notes due 2028, issued in an initial aggregate principal amount of $24 million, and (b) 6.40% Fixed-to-Floating Subordinated Notes due 2033, issued in an initial aggregate principal amount of $42 million.

“Existing Subordinated Notes” means, collectively, the Company’s (a) 5.875% Fixed-to-Floating Subordinated Notes due 2028, issued in an initial aggregate principal amount of $24 million, and (b) 6.40% Fixed-to-Floating Subordinated Notes due 2033, issued in an initial aggregate principal amount of $42 million.

Issuer evidence: This INDENTURE dated as of September 25, 2020 is between The First Bancshares, Inc., a Mississippi corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the last of the United States of America (the “Trustee”).

Supporting evidence: “Existing Subordinated Notes” means, collectively, the Company’s (a) 5.875% Fixed-to-Floating Subordinated Notes due 2028, issued in an initial aggregate principal amount of $24 million, and (b) 6.40% Fixed-to-Floating Subordinated Notes due 2033, issued in an initial aggregate principal amount of $42 million.

The Trustee and the Company are parties to that certain Junior Subordinated Indenture dated as of July 27, 2007 (the “Indenture”), pursuant to which the Company issued U.S. $6,186,000 of its Unsecured Junior Subordinated Deferrable Interest Notes due 2037 (the “Securities”).

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 1, 2025 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Renasant Corporation, a Mississippi corporation (the “Successor Company”), and The First Bancshares, Inc., a Mississippi corporation (the “Company”), under the Indenture referred to below.

Supporting evidence: The Trustee and the Company are parties to that certain Junior Subordinated Indenture dated as of July 27, 2007 (the “Indenture”), pursuant to which the Company issued U.S. $6,186,000 of its Unsecured Junior Subordinated Deferrable Interest Notes due 2037 (the “Securities”).

Supporting evidence: The Trustee and the Company are parties to that certain Junior Subordinated Indenture dated as of July 27, 2007 (the “Indenture”), pursuant to which the Company issued U.S. $6,186,000 of its Unsecured Junior Subordinated Deferrable Interest Notes due 2037 (the “Securities”).