| Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 9, 2025, Simmons First National Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell $325 million in aggregate principal amount of subordinated notes (the “Notes”), to the Underwriters (the “Offering”).
The Notes sold in the Offering shall, from and including the date of original issuance to, but excluding, October 1, 2030, or the date of earlier redemption (the “fixed rate period”), bear interest at an initial rate of 6.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year (each, a “fixed rate interest payment date”), commencing on April 1, 2026. The last fixed rate interest payment date for the fixed rate period will be October 1, 2030. From and including October 1, 2030 to, but excluding, the Maturity Date or the date of earlier redemption (the “floating rate period”), the Notes will bear interest at a floating rate per annum equal to the Benchmark rate, which is expected to be Three-Month Term SOFR (each as defined in the Notes), plus 302 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (each, a “floating rate interest payment date,” and, together with the fixed rate interest payment dates, the “interest payment dates”), commencing on January 1, 2031. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.
The Company may redeem some or all of the Notes, at its option, in whole or in part, beginning with the interest payment date of October 1, 2030, and on any interest payment date thereafter, at a redemption price in cash equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption. At the Company’s option, the Company may also redeem all of the Notes upon the occurrence of certain specified events at the redemption prices provided therein, plus accrued and unpaid interest on the Notes to, but excluding, the date of redemption.
The net proceeds to the Company from the Offering are expected to be approximately $321.3 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the proceeds from the Offering, along with cash on hand, to repay in full the Company’s outstanding $330 million principal amount of the 5.00% Fixed-to-Floating Rate Subordinated Notes due 2028 (the “2028 Notes”), and for general corporate purposes.
The Offering was made pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-279502), which was previously filed with the Securities and Exchange Commission and automatically effective as of May 17, 2024, as supplemented by a prospectus supplement, dated September 9, 2025.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On September 9, 2025, the Company issued a press release announcing the pricing for the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for informational purposes.
The information in this Current Report on Form 8-K, including in Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act.
