UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

December 10, 2014 Date of report (Date of earliest event reported)

RENASANT CORPORATION (Exact name of registrant as specified in its charter)

Mississippi 001-13253 64-0676974 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.)

209 Troy Street, Tupelo, 38804-4827 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (662) 680-1001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events. On December 10, 2014, representatives of Renasant Corporation (“Renasant”) made a presentation to employees of Heritage Financial Group, Inc. (“Heritage”) in connection with the merger of Heritage with and into Renasant following the announcement of the entry into the merger agreement after the close of the market on December 10, 2014. A copy of the presentation materials is filed as Exhibit 99.1 to this Form 8-K. Additionally, an information sheet about Renasant that is expected to be made available to Heritage customers at Heritage branch locations is filed as Exhibit 99.2 to this Form 8-K.

Additional Information About the Renasant/Heritage Transaction This communication is being made in respect of the proposed merger transaction involving Renasant and Heritage. In connection with the proposed merger, Renasant and Heritage will file a registration statement on Form S-4 that will include a joint proxy statement/prospectus, and other relevant documents concerning the proposed merger, with the Securities and Exchange Commission (the “SEC”). This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, HERITAGE AND THE PROPOSED MERGER. When available, the joint proxy statement/prospectus will be mailed to shareholders of Renasant and stockholders of Heritage. Investors will also be able to obtain copies of the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by Renasant will be available free of charge from Kevin Chapman, Chief Financial Officer, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone: (662) 680-1450. Documents filed with the SEC by Heritage will be available free of charge from Heritage by contacting T. Heath Fountain, Chief Financial Officer, Heritage Financial Group, Inc., 721 N. Westover Blvd, Albany, , telephone: (229) 878-2055.

Renasant, Heritage and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Renasant and the stockholders of Heritage in connection with the proposed merger. Information about the directors and executive officers of Renasant is included in the proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on March 11, 2014. Information about the directors and executive officers of Heritage is included in the proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 25, 2014. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995 This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Congress passed the Private Securities Litigation 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 report reflects the current views and estimates of future economic circumstances, industry conditions, company performance, and financial results of the management of Renasant and Heritage. These forward-looking statements are subject to a number of factors and uncertainties which could cause Renasant’s, Heritage’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 Heritage assumes any duty to update forward-looking statements. In addition to factors previously disclosed in Renasant’s and Heritage’s reports filed with the SEC and those identified elsewhere in this report, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Renasant and Heritage and between Renasant Bank and HeritageBank of the South, 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 (ii) Renasant’s and Heritage’s plans, objectives, expectations and intentions and other statements contained in this report 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’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: (1) the businesses of Renasant and Heritage may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities or costs savings from the transaction may not be fully realized or may take longer to realize than expected; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons, including issues arising in connection with Heritage’s integration of Alarion Financial Services, Inc.; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) Renasant’s shareholders or Heritage’s stockholders may fail to approve the transaction; (7) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) inflation; (12) the cost and availability of capital; (13) customer acceptance of the combined company’s products and services; (14) customer borrowing, repayment, investment and deposit practices; (15) the introduction, withdrawal, success and timing of business initiatives; (16) the impact, extent, and timing of technological changes; (17) severe catastrophic events in the companies’ respective geographic area; (18) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (19) the U.S. legal and regulatory framework, including those associated with the Dodd Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (20) the interest rate environment may compress margins and adversely affect net interest income; and (21) competition from other financial services companies in the companies’ markets could adversely affect operations. 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, Heritage or the proposed merger or other matters and attributable to Renasant, Heritage or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Renasant and Heritage 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibit 99.1 Presentation materials, dated December 10, 2014. 99.2 Renasant information sheet. SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RENASANT CORPORATION

Date: December 11, 2014 By: /s/ E. Robinson McGraw E. Robinson McGraw Chairman, President and Chief Executive Officer EXHIBIT INDEX

Exhibit Number Description of Exhibit 99.1 Presentation materials, dated December 10, 2014. 99.2 Renasant information sheet. Exhibit 99.1 Renasant Company Overview Forward Looking Statement

This presentation contains forward looking statements with respect to the financial condition, results of operations and business of Renasant Corporation (“Renasant”). These forward looking statements include, but are not limited to, statements about Renasant’s plans, objectives, expectations and intentions and other statements contained in this presentation 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 management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond Renasant’s 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 materially from those indicated or implied in the forward looking statements. Renasant does not assume any obligation to update forward looking statements.

2 Renasant Bank Background Founded in 1904 Approximately 1,400 employees NASDAQ Global Select: RNST Market cap ($mm) = $925 mm Operates more than 120 banking, lending, financial services and insurance offices in MS, TN, AL and GA Financial highlights at September 30, 2014: Assets $5.75 billion Loans 3.96 billion Deposits 4.76 billion

3 Our Brands Our Story

5 Community Involvement

6 Our Vision and Core Values

Our vision is to be the financial services advisor and provider of choice in each community we serve

The franchise approach empowers community bank presidents to execute their own business plans in order to achieve our vision

Although decision-making remains at a local level, the centralization of main departments helps maintain consistent quality and enables attainment economies of scale

Our core values: (1) employees are our greatest assets (2) quality is not negotiable (3) clients’ trust is foremost

7 Four Key Strategic Initiatives

• Loan growth Core deposit growth Enhance Profitability • • Net interest margin expansion / mitigate interest rate risk • Noninterest expense control

• Selective balance sheet growth Build Capital Ratios • Maintain dividend • Non-TARP participant

Aggressively Manage • Quarantine troubled assets Problem Credits

• Focus on acquisition opportunities Capitalize on • Leverage existing markets Opportunities • Seek new markets • New lines of business

8 Current Footprint More than 125 banking, lending, financial services and insurance offices

Portfolio Loans

North 27% East 28% West 27% South 18%

Total Deposits

North East 16% 21% West 37% South 26%

9 RNST Footprint – June 2010

10 Market Expansion Experience Since 2010

FDIC-Assisted Transaction: American Trust Bank FDIC-Assisted Roswell, GA Whole Bank Transaction: Assets: $145 million Transaction: Crescent Bank and Trust First M&F Corporation Jasper, GA Trust Acquisition: Kosciusko, TN Assets: $1.0 billion RBC (USA) Trust Unit Assets: $1.6 billion Birmingham, AL Assets: $680 million

2010 2011 2012 2013

De novo expansion: De novo expansion: De novo expansion: De novo expansion: Columbus, MS Montgomery, AL Maryville, TN Bristol, TN Starkville, MS Jonesborough, TN Johnson City, TN Tuscaloosa, AL

11 Our Current Footprint

Expansions in 2010 – 2013 RNST De Novo FMFC Acquisition

12 Deposit Market Share – Combined Counties of Operation

Alabama Georgia

Deposits Market Deposits Market Rank Institution ($mm) Share Branches Rank Institution ($mm) Share Branches

1 Regions Financial Corp. $14,432 32.56 % 118 1 SunTrust Banks Inc. $26,163 35.55 % 65 2 Banco Bilbao Vizcaya Argentaria SA 7,103 16.02 46 2 Bank of America Corp. 15,175 20.62 46 3 Wells Fargo & Co. 5,777 13.03 65 3 Wells Fargo & Co. 14,737 20.02 79 4 BB&T Corp. 2,540 5.73 30 4 BB&T Corp. 4,160 5.65 25 5 Synovus Financial Corp. 2,471 5.57 27 5 Regions Financial Corp. 1,823 2.48 30 6 ServisFirst Bancshares Inc. 2,132 4.81 7 6 Synovus Financial Corp. 1,480 2.01 13 7 PNC Financial Services Group Inc. 1,437 3.24 31 7 BankCap Equity Fund LLC 939 1.28 1 8 Cadence Bancorp LLC 1,054 2.38 26 8 State Bank Financial Corp. 839 1.14 3 9 Bryant Bank 919 2.07 12 9 JPMorgan Chase & Co. 672 0.91 28 10 Renasant Corp. 759 1.71 15 10 United Community Banks Inc. 667 0.91 10 11 Renasant Corp. 587 0.80 12

Mississippi

Deposits Market Deposits Market Rank Institution ($mm) Share Branches Rank Institution ($mm) Share Branches

1 Trustmark Corp. $4,720 19.03 % 76 1 First Horizon National Corp. $10,100 18.69 % 86 2 Regions Financial Corp. 4,216 17.00 75 2 Regions Financial Corp. 9,545 17.66 97 3 BancorpSouth Inc. 3,358 13.54 67 3 Bank of America Corp. 6,948 12.86 45 4 Renasant Corp. 2,883 11.62 77 4 SunTrust Banks Inc. 6,408 11.86 81 5 BancPlus Corp. 1,370 5.52 40 5 Pinnacle Financial Partners Inc. 2,508 4.64 14 6 Cadence Bancorp LLC 716 2.89 15 6 Wells Fargo & Co. 1,450 2.68 19 7 Community Bancshares of Mississippi 714 2.88 15 7 Fifth Third Bancorp 1,230 2.28 28 8 Bankfirst Capital Corp. 492 1.99 10 8 U.S. Bancorp 1,201 2.22 42 9 Citizens Holding Co. 470 1.90 11 9 CapStar Bank 917 1.70 5 10 First Horizon National Corp. 437 1.76 6 10 Independent Holdings Inc. 717 1.33 10 12 Renasant Corp. 644 1.19 14 Source: SNL Financial Data as of 6/30/13

13 Strong Institutional Following

Ownership Analyst Coverage

• 11 Research Analysts: Drexel Hamilton FIG Partners Hilliard Lyons Retail Hovde 46.5% Institutional Jefferies 48.4% Keefe, Bruyette, & Woods, Inc. Raymond James Sandler O’Neill and Partners Insider Stephens, Inc. 5.1% Sterne Agee Wunderlich • Mean Recommendation: Buy • Market Cap: $925M • 3 Month Average Daily Trading Volume: 65,248

14 Consistent and Strong Dividend

Historical Dividend per Share Since 2000

$0.80

$0.68 $0.68 $0.68 $0.68 $0.68 $0.68 $0.70 $0.66 $0.63 $0.60 $0.58 $0.55 $0.50 $0.50 $0.46 $0.43 $0.39 $0.40

$0.30

$0.20

$0.10

$0.00 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Historical dividends adjusted for stock splits in December 2003 and August 2006

15

Additional Information

Renasant and Heritage will be filing a joint proxy statement/prospectus, and other relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RENASANT, HERITAGE AND THE PROPOSED MERGER. When available, the joint proxy statement/prospectus will be mailed to shareholders of both Renasant and Heritage. Investors will also be able to obtain copies of the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s Web site (www.sec.gov). In addition, documents filed with the SEC by Renasant will be available free of charge from Kevin Chapman, Chief Financial Officer, Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, telephone: (662) 680-1450.

Renasant, Heritage and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Renasant and Heritage in connection with the proposed merger. Information about the directors and executive officers of Renasant is included in the proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on March 11, 2014. Information about the directors and executive officers of Heritage is included in the proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 25, 2014. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

17 Exhibit 99.2

UnderstandingExhibit 99.2 You FoundedHISTOR Yin OF 1904 STRENGTH in Tupelo, Mississippi, Renasant Bank is one of the South’s oldest financial institutions. During the past 10 years, Renasant has expanded into markets which include Memphis, TN (2004), Birmingham, Huntsville, and REMAININGDecatur, AL (2005), STRONG Nashville, THROUGHOUT TN (2007), CRISISNorthern AND Geor CALMgia (2010,) Tuscaloosa and Montgomery, AL (2011), Starkville, MS (2011), East Tennessee (2012) and the recently acquired territories of First M&F (2013). bankingWhile making has also solid allowed loans, Renasant safeguarding to consistently deposits and pay providing dividends personalized to shareholders service during might recent be boring turbulent traditional times. banking to some, it’s how Renasant has remained strong throughout both crisis and calm. This dedication to traditional community WPROVIDINGith services includingEXTRAORDINAR traditionalY banking, SERVICE asset-based lending, wealth management, insurance, mortgage lending, trust services and many more, Renasant’s number one goal is to understand clients’ needs while providing extraordinary Becauseservice. of the quality of the employees and the size of the company, Renasant is well positioned to deliver all the products of a mega-bank but still have the personal touch of a community bank. At its core, Renasant is a bank that knows its LOOKINGclients by name FOR andWARD meets their needs through understanding. financialBuilding servicesrelationships, industry helping faltered individuals, by holding families to this and calling businesses and its time-testedreach their financialconservative dreams, business and supporting model. the communities Renasant serves has always been the company’s calling. Renasant has remained strong while others in the 800.680.1601RENASANT LOCATIONS QUICKrenasantbank.com FACTS TheRenasant company Corporation has assets is ofthe approximately parent company $5.75 of Renasant billion as Bank of September and Renasant 30, 2014. Insurance, Inc. Renasant’Renasant hass common more than stock 120 is locationstraded on throughoutNASDAQ ,Stock Exchange Georgia, under Mississippi the symbol and RNST Tennessee. ARenasant VARIETY Bank OF did PERSONAL not participate AND in the federal government’s Trouble Asset Relief Program (TARP). Checking,BUSINESS Savings SERVICES and Money Market Accounts IRAsCertificates and Health of Deposit Savings Accounts OnlineLoans and Banking, Lines ofBill Credit Pay and Mobile Banking CorporateResidential Banking, and Commercial Bill Pay Mortgagesand Mobile Banking RetailTreasury Brokerage Management Services* Services PersonalTrust and and Retirement Business Planning Insurance* @renasantfacebook/renasantbank *Investment/user/RNSTTV Services and Insurance Services Are: Not aFDIC-Insured Deposit NotMay Bank Go Down Guaranteed in Value UPDANot InsuredTED 12/2014by Any Federal Government Agency Additional Information theRenasant solicitation and Heritage of an of ferwill to be buy filing any a securities joint proxy or statement/prospectus,a solicitation of any vote and or other approval. relevant INVEST documentsORS concerningARE URGED the TmerO READger with THE the SecuritiesJOINT PROXY and Exchange STATEMENT/PROSPECTUS Commission (the “SEC”). AND This ANY presentation OTHER DOCUMENTSdoes not constitute TO anBE of FILEDfer to sell WITH or RENASANTTHE SEC IN, CONNECTIONHERITAGE AND WITH THE THE PROPOSED MERGER MERGER. OR INCORPORA When available,TED BY the REFERENCE joint proxy statement/prospectus IN THE JOINT PROXY will beST mailedATEMENT/PROSPECTUS to shareholders of both BECAUSE Renasant THEYand Heritage. WILL CONTInvestorsAIN will IMPOR also beTANT able INFORMAto obtain copiesTION of ABOUT the joint proxy Chapman,statement/prospectus Chief Financial and other Officer relevant, Renasant documents Corporation, (when 209they T becomeroy Street, available) Tupelo, free Mississippi of charge 38804-4827, at the SEC’ stelephone: Web site (www (662).sec.gov). 680-1450. In addition, documents filed with the SEC by Renasant will be available free of charge from Kevin connectionRenasant, Heritage with the and proposed certain mer of gertheir. Information directors, executive about the of directorsficers and and other executive members officers of management of Renasant and is includedemployees in maythe proxy be deemed statement to be for participants its 2014 annual in the meetingsolicitation of shareholders, of proxies from which the shareholderswas filed with of the Renasant SEC on and March Heritage 11, 2014. in ofInformation such participants about the and directors other persons and executive who may of ficersbe deemed of Heritage participants is included in the intransaction the proxy will statement be included for its in 2014 the jointannual proxy meeting statement/prospectus of shareholders, whichand the was other filed relevant with the documents SEC on April filed 25,with 2014. the SEC Additional when they information become available.regarding the interests