This summary highlights selected information in this joint proxy statement/offering circular and may not contain all the information that is important to you. You should carefully read this entire joint proxy statement/offering circular and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about BancorpSouth and Cadence into this joint proxy statement/offering circular. You may obtain the information incorporated by reference into this joint proxy statement/offering circular without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 156 of this joint proxy statement/offering circular.

BancorpSouth Bank

BancorpSouth is a Mississippi state-chartered bank headquartered in Tupelo, Mississippi. BancorpSouth has commercial banking, mortgage and insurance operations in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Missouri, Tennessee and Texas, and one loan production office in Durant, Oklahoma. BancorpSouth’s insurance agency subsidiary also operates an office in Illinois. BancorpSouth and its insurance agency subsidiary provide commercial banking, leasing, mortgage origination and servicing, insurance, brokerage and trust services to corporate customers, local governments, individuals and other financial institutions through an extensive network of branches and offices. As of March 31, 2021, BancorpSouth had total assets of $25.8 billion, deposits of $21.2 billion, and shareholders’ equity of $2.8 billion.

BancorpSouth common stock is traded on the NYSE under the symbol “BXS.”

Cadence Bancorporation

Cadence is a financial holding company and a Delaware corporation headquartered in Houston, Texas, and is the parent company of Cadence Bank, N.A. As of March 31, 2021, Cadence operated a network of 98 locations across Texas, Georgia, Alabama, Florida, Mississippi, and Tennessee. Cadence focuses on middle-market commercial lending, complemented by retail banking and wealth management services, and provides a broad range of banking services to businesses, high-net-worth individuals and business owners. As of March 31, 2021, Cadence had total assets of $18.8 billion in assets, $12.4 billion in total loans (net of unearned discounts and fees), $16.1 billion in deposits and $2.1 billion in shareholders’ equity.

Cadence common stock is traded on the NYSE under the symbol “CADE.”

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/offering circular. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Pursuant to the merger agreement, Cadence will merge with and into BancorpSouth, with BancorpSouth continuing as the surviving entity in the merger. Following the completion of the merger, Cadence Bank, N.A., a subsidiary of Cadence, will merge with and into BancorpSouth, with BancorpSouth as the surviving entity in the bank merger. The name of the surviving entity will be “Cadence Bank” and the stock of the surviving entity will be listed on the NYSE under the symbol “CADE.” For a more detailed description of the Merger Agreement, see the section entitled “The Merger Agreement” beginning on page 113.

At the effective time, holders of Cadence common stock will have the right to receive 0.70 shares of BancorpSouth common stock for each share of Cadence common stock they hold immediately prior to the effective time. Prior to

the effective time and in connection with the closing, Cadence will declare and pay the special dividend of $1.25 per share of Cadence common stock to holders of record of shares of Cadence common stock. BancorpSouth will not issue any fractional shares of BancorpSouth common stock in the merger. Holders of Cadence common stock who would otherwise be entitled to receive a fraction of a share of BancorpSouth common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) determined by multiplying the fraction of a share (after taking into account all shares of Cadence common stock held by such holder immediately prior to the effective time and rounded to the nearest thousandth when expressed in decimal form) of BancorpSouth common stock to which the holder would otherwise be entitled to receive by the average closing-sale price per share of BancorpSouth common stock on the NYSE as reported by The Wall Street Journal for the consecutive period of five (5) trading days ending on the day preceding the closing date of the merger. BancorpSouth common stock is listed on the NYSE under the symbol “BXS,” and Cadence common stock is listed on the NYSE under the symbol “CADE.” The following table shows the closing sale prices of BancorpSouth common stock and Cadence common stock as reported on the NYSE, as applicable, on April 9, 2021, the last full trading day before the public announcement of the merger agreement, and on [•], 2021, the last practicable trading day before the date of this joint proxy statement/offering circular. This table also shows the implied value of the merger consideration to be issued in exchange for each share of Cadence common stock, which was calculated by multiplying the closing price of BancorpSouth common stock on those dates by the exchange ratio of 0.70, and not including the amount of the special dividend.

For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 55 and “The Merger Agreement—Merger Consideration” beginning on page 113.

Each Cadence stock option that is outstanding immediately prior to the effective time will be equitably adjusted immediately prior to such date by an amount equal to the special dividend and, at the effective time, will automatically be converted into a BancorpSouth converted stock option to purchase shares of BancorpSouth common stock based on the exchange ratio and subject to the same terms and conditions, after giving effect to any “change in control” provisions under the applicable Cadence equity incentive plan or award agreement, as applied to the corresponding Cadence stock option immediately prior to the effective time.

At the effective time, each Cadence RSU award that is outstanding immediately prior to the effective time will automatically be converted into the right to receive (A) a BancorpSouth converted RSU award based on the exchange ratio and (B) the special dividend with respect to the number of shares of Cadence common stock subject to the Cadence RSU award, subject to the same terms and conditions, including vesting and settlement, as apply to the corresponding Cadence RSU award immediately prior to the effective time, and each such BancorpSouth converted RSU Award will be subject to the same terms and conditions (including vesting terms), after giving effect to any “change in control” provisions under the applicable Cadence equity incentive plan or award agreement, as applied to the corresponding Cadence RSU award immediately prior to the effective time.

At the effective time, each Cadence PSU award that is outstanding immediately prior to the effective time will, automatically be converted into the right to receive (A) a BancorpSouth converted RSU award based on the exchange ratio, assuming the higher of target performance and actual performance through the latest practicable date prior to the effective time, and (B) the special dividend with respect to the number of shares of Cadence common stock subject to such Cadence PSU award that is determined to be earned as provided above, subject to the same terms and conditions, including vesting and settlement, as applied with respect to the corresponding Cadence PSU award

immediately prior to the effective time, and each such BancorpSouth converted RSU award will be subject to the same terms and conditions (including service-based vesting terms but not performance goals), after giving effect to any “change in control” provisions under the applicable Cadence equity incentive plan or award agreement, as applied to the corresponding Cadence PSU award immediately prior to the effective time.

With respect to the BancorpSouth converted stock options and BancorpSouth converted RSU awards, upon a qualifying termination within the two-year period following the closing of the merger, such converted BancorpSouth equity awards will become fully vested, and the BancorpSouth converted stock options will remain exercisable for the full original term.

Pursuant to the merger agreement, the offering period under the ESPP that commenced on April 1, 2021 will be the final offering period under the ESPP, the ESPP will terminate at the effective time and no further rights will be granted or exercised under the ESPP thereafter.

With respect to BancorpSouth equity awards outstanding immediately prior to the effective time, upon a termination of employment of a holder by BancorpSouth without “Cause” (as defined in the BancorpSouth Long-Term Equity Incentive Plan) within 24 months following the closing of the merger, such BancorpSouth equity awards (other than any outstanding performance period BancorpSouth PSUs) will become fully vested. Any outstanding performance period BancorpSouth PSU will cease to be subject to any service-based vesting conditions and continue to be subject to performance-based vesting conditions in accordance with the terms of the award.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and it is a condition to the respective obligations of BancorpSouth and Cadence to complete the merger that each of BancorpSouth and Cadence receives a legal opinion to that effect. Accordingly, subject to the discussion below regarding the special dividend, U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Cadence common stock for BancorpSouth common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of BancorpSouth common stock.

Cadence intends to report the special dividend as a distribution with respect to its stock for U.S. federal income tax purposes. Accordingly, the receipt of the special dividend is expected to be treated as ordinary dividend income to the extent of Cadence’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles, with any excess being treated first as a non-taxable return of capital to the extent of each U.S. holder’s tax basis in its Cadence common stock and thereafter as gain from the sale or exchange of a capital asset. It is possible, however, that the special dividend could be treated as consideration received in the merger, in which case a U.S. holder generally would recognize gain (but not loss) in an amount equal to the lesser of (i) the special dividend received and (ii) the excess, if any, of (a) the sum of the special dividend plus the fair market value of the BancorpSouth common stock received (including any fractional shares of BancorpSouth common stock deemed received) in exchange for its shares of Cadence common stock in the merger over (b) such U.S. holder’s tax basis in its shares of Cadence common stock exchanged.

The tax consequences to you of the merger will depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/offering circular. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 129.

The BancorpSouth board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of BancorpSouth and its shareholders and has unanimously approved and adopted the merger agreement, the merger and the other transactions

contemplated by the merger agreement. The BancorpSouth board of directors unanimously recommends that holders of BancorpSouth common stock vote “FOR” the approval of the merger agreement and “FOR” the other proposals presented at the BancorpSouth special meeting. For a more detailed discussion of the BancorpSouth board of directors’ recommendation, see “The Merger—BancorpSouth’s Reasons for the Merger; Recommendation of BancorpSouth’s Board of Directors” beginning on page 62.

After careful consideration, the Cadence board of directors, by a unanimous vote of all directors, approved and adopted the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interests of Cadence and the shareholders of Cadence. The Cadence board of directors unanimously recommends that holders of Cadence common stock vote “FOR” the adoption of the merger agreement and “FOR” the other proposals presented at the Cadence special meeting. See section entitled “The Merger—Cadence’s Reasons for the Merger; Recommendation of Cadence’s Board of Directors” beginning on page 73 for a more detailed discussion of the Cadence board of directors’ recommendation.

In connection with the merger, Keefe, Bruyette & Woods, Inc. (“KBW”) delivered a written opinion, dated April 9, 2021, to the BancorpSouth board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to BancorpSouth of the exchange ratio in the proposed merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex B to this joint proxy statement/offering circular. The opinion was for the information of, and was directed to, the BancorpSouth board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of BancorpSouth to engage in the merger or enter into the merger agreement or constitute a recommendation to the BancorpSouth board of directors in connection with the merger, and it does not constitute a recommendation to any holder of BancorpSouth common stock or any shareholder or stockholder of any other entity as to how to vote in connection with the merger or any other matter.

For more information, see the section entitled “The Merger—Opinion of BancorpSouth’s Financial Advisor” beginning on page 65 and the full text of KBW’s opinion attached as Annex B to this joint proxy statement/offering circular.

At a meeting of the Cadence board of directors, Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered to the Cadence board of directors its oral opinion, subsequently confirmed in Goldman Sachs’ written opinion, dated April 12, 2021, to the effect that, as of the date of Goldman Sachs’ written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the 0.70 shares of BancorpSouth common stock plus the $1.25 special dividend per share to be paid to the holders (other than BancorpSouth and its affiliates) of shares of Cadence Class A common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated April 12, 2021, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/offering circular as Annex C. The summary of the Goldman Sachs opinion contained in this joint proxy statement/offering circular is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Cadence board of directors in connection with its consideration of the proposed merger and the opinion does not constitute a recommendation as to how any holder of shares of Cadence Class A common stock should vote with respect to the proposed merger or any other matter.

Pursuant to an engagement letter between Cadence and Goldman Sachs, Cadence has agreed to pay Goldman Sachs for its services in connection with the merger an aggregate fee of up to $15 million, $2 million of which became payable upon the execution of the merger agreement, and the remainder of which is payable contingent upon completion of the proposed merger.

For more information, see the section entitled “The Merger—Opinions of Cadence’s Financial Advisors—Opinion of Goldman Sachs & Co. LLC” beginning on page 76 and Annex C.

Pursuant to an engagement letter dated April 7, 2021, Cadence retained J.P. Morgan Securities LLC (“J.P. Morgan”) as its financial advisor in connection with the proposed merger.

At a meeting of the board of directors of Cadence on April 9, 2021, J.P. Morgan rendered its oral opinion to the board of directors of Cadence, subsequently confirmed by delivery of J.P. Morgan’s written opinion to the board of directors of Cadence, dated April 12, 2021, that, as of the date of J.P. Morgan’s written opinion, and based upon and subject to the factors and assumptions set forth in its written opinion, the 0.70 shares of BancorpSouth common stock plus the $1.25 special dividend per share to be paid to the holders of shares of Cadence Class A common stock in the proposed merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan, dated April 12, 2021, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex D to this proxy statement/offering circular and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement/offering circular is qualified in its entirety by reference to the full text of such opinion. Cadence’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was provided to the board of directors of Cadence (in its capacity as such) in connection with and for the purposes of its evaluation of the merger consideration plus special dividend to be paid to the holders of Cadence Class A common stock in the proposed merger, was directed only to the merger consideration plus special dividend to be paid to the holders of Cadence Class A common stock in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed merger to the holders of any other class of securities, creditors or other constituencies of Cadence, or as to the underlying decision by Cadence to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Cadence as to how such stockholder should vote with respect to the proposed merger or any other matter.

For more information, see the section entitled “The Merger—Opinions of Cadence’s Financial Advisors—Opinion of J.P. Morgan Securities LLC” beginning on page 85 and Annex D.

Under Section 79-4-13.02 of the MBCA, the holders of BancorpSouth common stock and BancorpSouth preferred stock will not be entitled to dissenters’ rights in connection with the merger with respect to shares of any class or series that remain outstanding after completion of the merger. If the merger is completed, holders of BancorpSouth common stock and BancorpSouth preferred stock will not receive any consideration, and their shares of BancorpSouth common stock and BancorpSouth preferred stock will remain outstanding and will constitute shares of the combined company. Accordingly, holders of BancorpSouth common stock and BancorpSouth preferred stock are not entitled to any dissenters’ rights in connection with the merger.

Under Section 262 of the DGCL, the holders of Cadence common stock will not be entitled to appraisal rights in connection with the merger if, on the record date for the Cadence special meeting, Cadence’s shares are listed on a national securities exchange or held of record by more than two thousand (2,000) shareholders and holders of Cadence common stock are not required to accept as consideration for their shares anything other than the shares of the combined company, shares of another corporation which at the effective date of the merger will be either listed on a national securities exchange or held of record by more than two thousand (2,000) shareholders, cash paid in lieu of fractional shares or any combination of the foregoing. Cadence common stock is currently listed on the NYSE, a national securities exchange, and is expected to continue to be so listed on the record date for the Cadence special meeting. Accordingly, the holders of Cadence common stock are not entitled to any appraisal rights in connection with the merger.

For more information, see section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 111.

In considering the BancorpSouth board of directors’ recommendation to vote to approve the BancorpSouth merger proposal, holders of BancorpSouth common stock should be aware that BancorpSouth’s directors and executive officers may have interests in the merger, including financial interests, that may be different from, or in addition to, those of holders of BancorpSouth common stock generally. These interests include, among others:

The BancorpSouth board of directors was aware of and considered these respective interests when deciding to adopt the merger agreement and in determining to recommend to BancorpSouth shareholders that they vote for the BancorpSouth merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger. For more information, see the section entitled “The Merger—Interests of Certain BancorpSouth Directors and Executive Officers in the Merger” beginning on page 96.

In considering the Cadence board of directors’ recommendation to vote to approve the Cadence merger proposal, holders of Cadence common stock should be aware that Cadence’s directors and executive officers may have interests in the merger, including financial interests, that may be different from, or in addition to, those of holders of Cadence common stock generally. These interests include, among others:

The Cadence board of directors was aware of and considered these respective interests when deciding to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger, and in determining to recommend to Cadence shareholders that they vote for the Cadence merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger. For more information, see the section entitled “The Merger—Interests of Certain Cadence Directors and Executive Officers in the Merger” beginning on page 99.

Effective as of the effective time, the articles of incorporation of the surviving entity will be amended (such amendment, the “BancorpSouth charter amendment”) to reflect (i) an increase in the size of the board of directors to twenty (20) directors as contemplated under the section entitled “—Board of Directors” below and (ii) the change in the name of the surviving entity to “Cadence Bank” as contemplated under the section entitled “—Corporate Name; Headquarters of the Combined Company After the Merger” below.

Prior to the effective time, the BancorpSouth board of directors will take all actions necessary to cause the bylaws of BancorpSouth to be amended as set forth in Exhibit A to the merger agreement (such amendment, the “BancorpSouth bylaw amendment”), and as so amended, effective upon the completion of the merger, the bylaws of BancorpSouth will be the bylaws of the combined company, until thereafter amended as provided therein or in accordance with applicable law. The bylaws of BancorpSouth as amended pursuant to the merger agreement will implement certain governance and related matters for the combined company following completion of the merger, including: the roles of the Chairman of the board of directors and the Chief Executive Officer, the Executive Vice Chairman and the independent lead director, the composition and size of the combined company’s board of directors, the composition of the committees of the board of directors, the name of the combined company and the locations of the main office and bank headquarters and corporate headquarters. Each of the foregoing governance matters is discussed further below. For a more detailed description of the governing documents of the combined company, see the section entitled “The Merger—Governance of the Combined Company After the Merger” beginning on page 108.

Effective as of the effective time, (i) James D. Rollins III, the current Chairman of the board of directors and Chief Executive Officer of BancorpSouth, will continue to serve as Chairman of the board of directors and Chief Executive Officer of the combined company, (ii) Paul B. Murphy, Jr., the current Chairman and Chief Executive Officer of Cadence, will serve as Executive Vice Chairman of the combined company, and (iii) Larry G. Kirk, a current member of the board of directors of BancorpSouth, will serve as independent lead director of the board of directors of the

combined company.

From the effective time and until the thirty-six (36) month anniversary of the effective time, any removal of any of the individuals serving in the capacities described above, any amendment or modification to any employment or similar agreement to the extent such amendment or modification would materially and adversely affect such individual, or any termination of their employment by the combined company or any of its subsidiaries, in each case, will require the affirmative vote of at least two-thirds (66.7%) of the entire board of directors of the combined company.

During the period between the effective time and the first (1^st) annual meeting of shareholders of the combined company, the board of directors of the combined company will have twenty (20) members, consisting of:

As a result, immediately following the effective time, the board of directors of the combined company is expected to consist of the members of the boards of directors of BancorpSouth and Cadence as of immediately prior to the effective time.

As of the first (1^st) annual meeting of shareholders of the combined company, the board of directors of the combined company will be reduced to eighteen (18) directors and in connection with the first (1^st) annual meeting of shareholders, the board of directors of the combined company will nominate a slate of directors to serve in designated classes that is comprised of:

From the effective time and until the thirty-six (36) month anniversary of the effective time, any modification or amendment to, or repeal of, the bylaw provisions implementing the above arrangements will require the affirmative vote of at least two-thirds (66.7%) of the entire board of directors of the combined company.

From the effective time and until the thirty-six (36) month anniversary of the effective time, (i) the board of directors of the combined company will have and maintain as standing committees, an audit committee, a risk management committee, an executive compensation and stock incentive committee, a nominating and corporate governance committee, a credit risk committee and a trust and financial services committee, (ii) the board of directors of the combined company may, by resolution, establish any committee not expressly contemplated by BancorpSouth’s bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the combined company and may prescribe the composition, duties and procedures thereof, (iii) during any period in which an executive committee is in existence, the chair of the executive committee will be James D. Rollins III and each of Paul B. Murphy, Jr. and Larry G. Kirk will serve as a member of the executive committee, and (iv) no committee will be permitted to take any action, and the board of directors will not delegate to any committee the power to take any action, that, if taken by the board of directors, would require the affirmative vote of at least two-thirds (66.7%) of the entire board of directors of the combined company.

From the effective time and until the thirty-six (36) month anniversary of the effective time, any modification or amendment to, or repeal of, the bylaw provisions implementing the above arrangements will require the affirmative vote of at least two-thirds (66.7%) of the entire board of directors of the combined company.

Effective as of the effective time, the officers of the combined company will include James D. Rollins III as Chairman and Chief Executive Officer, Paul B. Murphy, Jr. as Executive Vice Chairman, Chris A. Bagley as President, R.H. “Hank” Holmes, IV, as Chief Banking Officer and Valerie C. Toalson as Chief Financial Officer.

From the effective time and until the thirty-six (36) month anniversary of the effective time, (i) the name of the combined company will be “Cadence Bank,” (ii) the shares of common stock of the surviving entity will be listed on the NYSE under the symbol “CADE” and (iii) the main office and bank headquarters of the combined company will be located in Tupelo, Mississippi and the corporate headquarters of the combined company will be located in Houston, Texas, and any modification or amendment to, or repeal of, the bylaw provisions implementing the foregoing arrangements will require the affirmative vote of at least two-thirds (66.7%) of the entire board of directors of the combined company.

BancorpSouth and Cadence have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, waivers, orders, approvals and authorizations of all such governmental entities. These approvals or waivers include, among others, the approval or waiver, as applicable, of the FDIC, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the Mississippi Department of Banking and Consumer Finance (the “Mississippi Banking Department”). On May 7, 2021, BancorpSouth filed applications with the FDIC and the Mississippi Banking Department seeking approval for the merger and the bank merger. On May 13, 2021, BancorpSouth requested from the Federal Reserve Board a waiver from the approval requirements under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), pursuant to 12 C.F.R. § 225.12(d)(2).

Although neither BancorpSouth nor Cadence knows of any reason why it cannot obtain these regulatory approvals in a timely manner, BancorpSouth and Cadence cannot be certain when or if they will be obtained.

BancorpSouth and Cadence expect to consummate the merger in the fourth quarter of 2021.

As more fully described in this joint proxy statement/offering circular and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the required vote to approve the merger agreement by BancorpSouth shareholders or Cadence shareholders, in the following circumstances:

Neither BancorpSouth nor Cadence is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of BancorpSouth common stock or Cadence common stock.

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of Cadence’s or BancorpSouth’s respective boards, Cadence or BancorpSouth may be required to pay a termination fee to the other equal to $118 million.

BancorpSouth and Cadence each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The merger will be accounted for using the acquisition method of accounting, and BancorpSouth will be treated as the accounting acquirer.

The rights of holders of Cadence common stock are governed by Delaware law and by the certificate of incorporation and bylaws of Cadence. In the merger, holders of Cadence common stock will become holders of BancorpSouth common stock, and their rights will be governed by Mississippi law and by BancorpSouth’s articles of incorporation, as amended by the BancorpSouth charter amendment, and bylaws, as amended by the BancorpSouth bylaw amendment. Holders of Cadence common stock will have different rights once they become holders of BancorpSouth common stock due to differences between the Cadence governing documents and Delaware law, on the one hand, and the BancorpSouth governing documents and Mississippi law, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on page 140.

The BancorpSouth special meeting will be held virtually on [•], 2021, at [•] (Central Time), at the following website: http://www.meetingcenter.io/245787458. At the BancorpSouth special meeting, holders of BancorpSouth common stock will be asked to vote on the following matters:

You may vote at the BancorpSouth special meeting if you owned shares of BancorpSouth common stock at the close of business on [•], 2021. As of [•], 2021, there were [•] shares of BancorpSouth common stock outstanding, of which less than [•] percent ([•]%) were owned and entitled to be voted by BancorpSouth directors and executive officers and their affiliates. We currently expect that BancorpSouth’s directors and executive officers will vote their shares in favor of the BancorpSouth merger proposal, although none of them has entered into any agreements obligating them to do so.

If you do not vote, it will be more difficult for BancorpSouth to obtain the necessary quorum to hold the BancorpSouth special meeting. The BancorpSouth merger proposal, BancorpSouth compensation proposal and BancorpSouth adjournment proposal will each be approved if a majority of the votes cast on each proposal by the holders of BancorpSouth common stock are voted in favor of each such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the BancorpSouth special meeting or fail to instruct your bank, broker, BancorpSouth 401(k) Plan trustee or other nominee how to vote with respect to the BancorpSouth merger proposal, BancorpSouth compensation proposal or BancorpSouth adjournment proposal, you will not be deemed to have cast a vote with respect to the applicable proposal and it will have no effect on the applicable proposal.

The Cadence special meeting will be held virtually on [•], 2021, at [•] (Central Time), at the following website: https://www.cstproxy.com/cadencebank/sm2021. At the Cadence special meeting, holders of Cadence common stock will be asked to vote on the following matters:

You may vote at the Cadence special meeting if you owned shares of Cadence common stock at the close of business on [•], 2021. As of [•], 2021, there were [•] shares of Cadence common stock outstanding, of which less than [•] percent ([•]%) were owned and entitled to be voted by Cadence directors and executive officers and their affiliates. We currently expect that Cadence’s directors and executive officers will vote their shares in favor of the Cadence merger proposal, although none of them has entered into any agreements obligating them to do so.

If you do not vote, it will be more difficult for Cadence to obtain the necessary quorum to hold the Cadence special meeting. The Cadence merger proposal will be approved if a majority of the outstanding shares of common stock of Cadence entitled to be cast on the merger agreement are voted in favor of such proposal. The Cadence compensation proposal and the Cadence adjournment proposal will each be approved if a majority of the shares of Cadence common stock entitled to vote, represented by virtual attendance or by proxy at the Cadence special meeting, are voted in favor of each such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote at the Cadence special meeting or fail to instruct your bank, broker or other nominee how to vote with respect to the Cadence merger proposal, it will have the same effect as a vote “AGAINST” the Cadence merger proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the Cadence compensation proposal or the Cadence adjournment proposal, as applicable, and if you fail to submit a proxy or vote at the Cadence special meeting or fail to instruct your bank, broker or other nominee how to vote on the Cadence compensation proposal or the Cadence adjournment proposal, your shares will not be deemed to be represented at the Cadence special meeting and it will have no effect on the Cadence compensation proposal or the Cadence adjournment proposal, as applicable.

In evaluating the merger agreement, the merger or the issuance of shares of BancorpSouth common stock, you should carefully read this joint proxy statement/offering circular and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 33.