[8-K] Simmons First National Corp Reports Material Event

Rhea-AI Filing Summary

Simmons First National Corp. (SFNC) filed an 8-K announcing a sizeable equity raise. On 21 Jul 2025 the company signed an underwriting agreement with Stephens Inc., Keefe, Bruyette & Woods and Morgan Stanley to sell 18,653,000 Class A common shares (including 2,433,000 overallotment shares) at a public price of $18.50. Underwriters will pay $17.575 per share; the offering closed on 23 Jul 2025.

After underwriting discounts and estimated expenses, net proceeds are expected to total roughly $326.9 million. The company plans to use the cash for general corporate purposes, potentially including additional capital for Simmons Bank to support balance-sheet repositioning and organic growth.

The shares were issued under automatic shelf registration statement Form S-3ASR No. 333-279502 (effective 17 May 2024). The underwriting agreement contains customary reps, covenants and indemnities, and a legality opinion from Troutman Pepper Locke LLP is included as Exhibit 5.1.

Positive

• $326.9 million of fresh equity strengthens capital and supports future growth initiatives
• Offering completed with a modest market discount, indicating healthy investor demand
• Proceeds provide flexibility for balance-sheet repositioning amid evolving rate environment

Negative

• Issuance of 18.653 million new shares will dilute existing shareholders’ ownership and EPS
• No detailed return expectations on deployed proceeds, creating near-term uncertainty about capital efficiency

Insights

Bank Capital Analyst

TL;DR: $326.9 M raise boosts regulatory capital, giving SFNC flexibility ahead of potential balance-sheet repositioning.

The 18.7 M-share issuance adds roughly $327 M of fresh equity, immediately strengthening Tier 1 capital at a time when regional banks face rising funding costs. Management flags possible ‘balance-sheet repositioning,’ signaling funds could exit low-yield assets and redeploy into higher-return loans, supporting NIM recovery. While the 7% gross spread ($18.50 vs. $17.575) is standard, the transaction price implies limited discount to recent trading levels, suggesting solid demand. Overall, the raise improves loss-absorption capacity and strategic optionality.

Portfolio Manager

TL;DR: Capital raise is credit-positive but EPS-dilutive; net investor impact balanced.

Issuing 18.7 M new shares expands float by double-digit percentage, pressuring per-share metrics until proceeds are effectively deployed. However, the $327 M bolsters liquidity and cushions against potential asset mix changes, lowering risk profile. Absent guidance on expected ROE for the new capital, the transaction is viewed as strategically prudent yet financially neutral in near term.

SIMMONS FIRST NATIONAL CORP false 0000090498 0000090498 2025-07-21 2025-07-21

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) July 21, 2025

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 1.01 Entry into a Material Definitive Agreement.

On July 21, 2025, Simmons First National Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Stephens Inc., 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 18,653,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), to the Underwriters (the “Offering”) (including 2,433,000 shares pursuant to the Underwriters’ option to purchase additional shares of Common Stock in the Offering (the “Option Shares”)). The public offering price of shares of Common Stock sold in the Offering is $18.50 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $17.575 per share. The Offering closed on July 23, 2025.

The net proceeds to the Company from the Offering, including the exercise by the Underwriter of its 30-day option to purchase any of the Option Shares, are expected to be approximately $326.9 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 for general corporate purposes, which may include investments in Simmons Bank to support a potential balance sheet repositioning and continued growth.

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 July 21, 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.

Troutman Pepper Locke LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Common Stock in the Offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements.

This Current Report, including Exhibit 99.1, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,” “likely,” “target,” “plan,” “positions,” “prospects,” “project,” “predict,” or “potential,” by future conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would,” by variations of such words, or by similar expressions. Forward-looking statements include statements relating to the Offering, which is opportunistic and subject to market conditions, the expected use of proceeds from the Offering (including any potential repositioning of the Company’s balance sheet) and the Company’s future business operations and strategy.

Forward-looking statements, including those relating to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 27, 2025, and in our other filings with the U.S. Securities and Exchange Commission, which are available at the SEC’s website www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed or furnished herewith:

Exhibit No.		Document
1.1		Underwriting Agreement, dated July 21, 2025, by and between Simmons First National Corporation and Stephens Inc., Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC.
5.1		Opinion of Troutman Pepper Locke LLP.
23.1		Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1).
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: July 23, 2025						C. Daniel Hobbs
						Executive Vice President and Chief Financial Officer

FAQ

How many shares did Simmons First National Corp. (SFNC) issue in the 2025 offering?

18,653,000 Class A common shares, including 2,433,000 overallotment shares.

What was the public offering price for SFNC's new shares?

The shares were priced to the public at $18.50 each.

How much net capital did SFNC raise from this equity offering?

Approximately $326.9 million after underwriting discounts and estimated expenses.

What will Simmons First National use the offering proceeds for?

General corporate purposes, potentially funding Simmons Bank to support balance-sheet repositioning and growth.

Which firms acted as underwriters for the SFNC share sale?

Stephens Inc., Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC led the underwriting syndicate.

When did the equity offering close?

The transaction closed on 23 July 2025.