Simmons First (SFNC) boosts James M. Brogdon change-in-control severance terms

Rhea-AI Filing Summary

Simmons First National Corporation reported a change to the severance terms for executive James M. Brogdon in the event of a change in control. The company and Simmons Bank entered into a First Amendment to his Executive Change in Control Severance Agreement.

The amendment increases the formula for Brogdon’s "termination compensation" from two times his Base Period Income to three times his Base Period Income, as defined in the original 2021 agreement. The full text of the amendment is provided as Exhibit 10.1.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

SIMMONS FIRST NATIONAL CORP false 0000090498 0000090498 2026-02-27 2026-02-27

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

Date of Report (Date of earliest event reported) February 27, 2026

SIMMONS FIRST NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Arkansas		0-6253		71-0407808
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

501 Main Street, Pine Bluff, Arkansas		71601
(Address of principal executive offices)		(Zip Code)

(870) 541-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		SFNC		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2026, Simmons First National Corporation (“Corporation”), Simmons Bank (“Bank”), and James M. Brogdon entered into a First Amendment to Executive Change in Control Severance Agreement (“Amendment”). The Amendment amends the Executive Change in Control Severance Agreement dated July 30, 2021, among the Corporation, the Bank, and Mr. Brogdon (“Agreement”) by changing the formula for “termination compensation” under the Agreement from two (2) times Mr. Brogdon’s Base Period Income (as defined in the Agreement) to three (3) times Mr. Brogdon’s Base Period Income.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		First Amendment to Executive Change in Control Severance Agreement for James M. Brogdon dated February 27, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

						SIMMONS FIRST NATIONAL CORPORATION
						/s/ C. Daniel Hobbs
Date: March 3, 2026						C. Daniel Hobbs, Executive Vice President and Chief Financial Officer

FAQ

What executive compensation change did Simmons First (SFNC) disclose?

Simmons First increased the potential change in control severance for James M. Brogdon. His termination compensation formula rose from two times to three times his Base Period Income, as defined in his existing 2021 Executive Change in Control Severance Agreement.

Who is covered by the amended change in control agreement at Simmons First (SFNC)?

The amendment covers executive James M. Brogdon. Simmons First National Corporation and Simmons Bank agreed to modify his existing 2021 Executive Change in Control Severance Agreement, specifically altering the calculation of termination compensation in a change in control situation.

How did Simmons First (SFNC) change James M. Brogdon’s termination compensation formula?

The termination compensation formula for James M. Brogdon increased from two times to three times his Base Period Income. This change applies under his Executive Change in Control Severance Agreement, as amended on February 27, 2026, by Simmons First and Simmons Bank.

When was the First Amendment to James M. Brogdon’s severance agreement dated?

The First Amendment to James M. Brogdon’s Executive Change in Control Severance Agreement is dated February 27, 2026. It modifies the original July 30, 2021 agreement between Simmons First National Corporation, Simmons Bank, and Mr. Brogdon regarding termination compensation.

Where can investors find the full text of the Simmons First (SFNC) amendment?

The complete text of the First Amendment is filed as Exhibit 10.1. It is incorporated by reference and provides the detailed contractual language governing James M. Brogdon’s revised change in control severance terms with Simmons First and Simmons Bank.

Does the Simmons First (SFNC) filing include any financial statements?

The filing lists Exhibit 104 as the Cover Page Interactive Data File embedded within the Inline XBRL document. The main focus is the contractual amendment for James M. Brogdon’s change in control severance, not new standalone financial statements or earnings data.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 9.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB