SIMMONS FIRST NATIONAL CORPORATION ANNOUNCES PRICING OF OFFERING OF SUBORDINATED NOTES

Rhea-AI Summary

Simmons First National Corporation (NASDAQ: SFNC) has announced the pricing of $325 million in Fixed-to-Floating Rate Subordinated Notes due 2035 at a rate of 6.25%. The notes were priced at par, with the offering expected to close around September 12, 2025.

The company plans to use the proceeds, combined with cash on hand, to fully repay its outstanding $330 million Fixed-to-Floating Rate Subordinated Notes due 2028. Keefe, Bruyette & Woods and Morgan Stanley are serving as joint book-running managers for the offering, with Piper Sandler, Raymond James, and Stephens Inc. acting as co-managers.

Positive

• Refinancing of existing debt with new notes at competitive 6.25% rate
• Strong underwriting support from major financial institutions
• Company maintains consistent 116-year track record of paying cash dividends

Negative

• Slight increase in debt principal from $325M new notes vs repayment of $330M existing notes requiring additional cash on hand
• New debt extends maturity to 2035, representing a longer-term obligation

Insights

Banking Financial Analyst

Simmons is refinancing debt with a longer-term note issuance, effectively extending maturities while maintaining similar capital structure.

Simmons First National Corporation has priced a $325 million subordinated notes offering with a 6.25% fixed-to-floating rate structure maturing in 2035. This capital raise represents a strategic refinancing move, as the company plans to use these proceeds along with cash on hand to fully repay its existing $330 million subordinated notes due in 2028.

This transaction effectively extends the maturity profile of Simmons' debt by approximately 7 years, providing the bank holding company with enhanced financial flexibility and reducing near-term refinancing risk. While the total debt level remains essentially unchanged, this restructuring strengthens the bank's regulatory capital position as subordinated notes qualify as Tier 2 capital under banking regulations.

The pricing at par suggests market reception was neutral, neither requiring a discount to attract investors nor commanding a premium. The 6.25% rate appears reasonable in the current interest rate environment for bank subordinated debt. The fixed-to-floating structure provides Simmons protection against potential future rate decreases after the initial fixed-rate period.

By maintaining access to the debt capital markets through this transaction, Simmons demonstrates continued investor confidence in its financial health and operating model despite operating in a challenging banking environment. The move aligns with sound liability management practices by proactively addressing upcoming maturities well in advance.

PINE BLUFF, Ark., Sept. 9, 2025 /PRNewswire/ -- Simmons First National Corporation (NASDAQ: SFNC) (the "Company" or "Simmons"), parent company of Simmons Bank, today announced the pricing of its public underwritten offering and sale of $325 million aggregate principal amount of its 6.25% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes"). The Notes were priced at par.

The Company intends to use the net proceeds from the Offering, along with cash on hand, to repay in full the Company's outstanding $330 million principal amount of its Fixed-to-Floating Rate Subordinated Notes due 2028 (the "2028 Notes"), and for general corporate purposes.

Keefe, Bruyette & Woods, A Stifel Company and Morgan Stanley are acting as joint book-running managers for the offering. Piper Sandler & Co., Raymond James & Associates, Inc. and Stephens Inc. are acting as co-managers for the offering.

The Company expects to close the offering, subject to customary conditions, on or about September 12, 2025.

The offering is being made pursuant to an effective automatic shelf registration statement (including a prospectus) on Form S-3ASR (File No. 333-279502) previously filed with the Securities and Exchange Commission ("SEC").  The offering may be made only by means of a prospectus supplement and accompanying prospectus.  The Notes will be issued pursuant to the Subordinated Indenture, dated as of March 26, 2018 (the "Base Indenture"), by and between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"), as supplemented by a Second Supplemental Indenture (the "Second Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), to be entered into by and between the Company and the Trustee. The Notes are not obligations of, and are not, and will not be, guaranteed by any of the Company's subsidiaries.

Before investing, interested parties should read the prospectus supplement, accompanying prospectus and other documents filed by the Company with the SEC for information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the prospectus supplement and accompanying prospectus may be obtained from any of the following underwriters at: Keefe, Bruyette & Woods, A Stifel Company by telephone at (800) 966-1559 or by e-mail at USCapitalMarkets@kbw.com; Morgan Stanley & Co. LLC by mail at Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of, or any solicitation of an offer to buy, the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  This press release does not constitute a notice of redemption under the indenture governing the 2028 Notes.  The Company will issue a separate notice of redemption in accordance with the terms of the indenture governing the 2028 Notes, which may include additional information concerning the redemption.

Simmons First National Corporation

Simmons First National Corporation (NASDAQ: SFNC) is a Mid-South based financial holding company that has paid cash dividends to its shareholders for 116 consecutive years. Its principal subsidiary, Simmons Bank, operates more than 220 branches in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas. Founded in 1903, Simmons Bank offers comprehensive financial solutions delivered with a client-centric approach. Recently, Simmons Bank was recognized by Newsweek as one of America's Greatest Workplaces 2025 in Arkansas. In 2024, Simmons Bank was recognized by Newsweek as one of America's Best Regional Banks 2025, by U.S. News & World Report as one of the 2024-2025 Best Companies to Work For in the South and by Forbes as one of America's Best-In-State Banks 2024 in Tennessee and America's Best-In-State Employers 2024 in Missouri. Additional information about Simmons Bank can be found on our website at simmonsbank.com, by following @Simmons_Bank on X (formerly Twitter) or by visiting our newsroom.

Forward-Looking Statements
This press release contains statements related to the Offering that are not based on historical facts and constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including regarding the anticipated use of the proceeds of the Offering and the repayment of the 2028 Notes. By nature, such forward-looking statements are based on various assumptions and involve inherent risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Among other risks, there can be no guarantee that the board of directors of Simmons will redeem the 2028 Notes in full or in part. Additional information on other risk factors that could affect the forward-looking statements is included in the Company's annual report on Form 10-K for the year ended December 31, 2024, the Company's quarterly report on Form 10-Q for the three months ended June 30, 2025, and other reports that the Company has filed with or furnished to the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date of this press release, and Simmons undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this press release.

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SOURCE Simmons First National Corporation

FAQ

What is the interest rate and size of SFNC's new subordinated notes offering?

Simmons First National Corporation's new subordinated notes offering is $325 million with a 6.25% Fixed-to-Floating Rate, due in 2035.

When will SFNC's new subordinated notes offering close?

The offering is expected to close on or about September 12, 2025, subject to customary conditions.

How will Simmons First National Corporation use the proceeds from the notes offering?

The proceeds will be used, along with cash on hand, to repay $330 million of existing Fixed-to-Floating Rate Subordinated Notes due 2028 and for general corporate purposes.

Who are the underwriters for SFNC's subordinated notes offering?

Keefe, Bruyette & Woods and Morgan Stanley are joint book-running managers, while Piper Sandler, Raymond James, and Stephens Inc. are co-managers.

How long has Simmons First National Corporation been paying dividends?

Simmons has maintained a 116-year track record of paying consecutive cash dividends to shareholders.