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

Rhea-AI Filing Summary

Simmons First National Corp. (SFNC) filed an Item 7.01 Form 8-K to announce the pricing of an underwritten public offering of 16,220,000 Class A common shares at an undisclosed price. Underwriters also received a 30-day option to buy up to 2,433,000 additional shares, potentially expanding the deal by roughly 15%. The press release (Exhibit 99.1) is furnished, not filed, so the shares’ pricing, gross proceeds and intended use of funds will not be incorporated into other SEC filings.

The company characterises the transaction as “opportunistic” and says proceeds may be used to reposition the balance sheet, although final allocation will depend on market conditions. Because the disclosure is furnished, it carries no Section 18 liability and is subject to the safe-harbor language included in the filing.

No other financial metrics, earnings data or strategic transactions were reported.

Positive

• Capital raise boosts liquidity, providing funds for potential balance-sheet repositioning.
• 30-day over-allotment option could increase proceeds if market demand is strong.

Negative

• Issuance of 16.22 MM new shares dilutes existing shareholders’ ownership percentage.
• No pricing or proceeds disclosed, leaving uncertainty about valuation impact.

Insights

Financial Analyst

TL;DR: Large equity raise boosts capital but dilutes shareholders; impact depends on pricing and capital deployment.

The 16.2 MM-share offering equates to roughly 13-14% of SFNC’s 120 MM shares outstanding, assuming a similar share count as YE 2024. Without pricing, the exact capital infusion is unknown, but at a recent $20 handle, gross proceeds could exceed $320 MM. Management labels the raise opportunistic and hints at balance-sheet repositioning, possibly to strengthen CET1 or fund loan growth. While additional capital enhances flexibility in a rising-credit-risk environment, it dilutes existing holders and signals limited internal capital generation. Over-allotment could magnify both effects. Investors will focus on the final price discount, use of proceeds and any resulting ROE drag. Overall impact: neutral until pricing details surface.

Corporate Governance Expert

TL;DR: Furnishing, not filing, limits liability; forward-looking safe harbor prominently highlighted.

Management chose to furnish the press release under Item 7.01, thereby avoiding Section 18 liability and maintaining flexibility. The forward-looking disclaimer is robust, explicitly tying risk factors back to the FY 2024 Form 10-K. The structure follows best practice for capital market transactions, and the inclusion of an over-allotment option aligns with market norms. No board or executive changes are disclosed, and the CFO signed the filing, indicating proper delegation. Governance risk appears minimal.

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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 7.01 Regulation FD Disclosure.

On July 21, 2025, Simmons First National Corporation (the “Company”) priced an underwritten public offering of 16,220,000 shares (the “Offering”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”). In conjunction with the Offering, the Company granted to the underwriters a 30-day option to purchase up to 2,433,000 of additional shares of Common Stock. 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.

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
99.1				Press Release dated July 22, 2025
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
Date: July 22, 2025						/s/ C. Daniel Hobbs
						C. Daniel Hobbs, Executive Vice President and Chief Financial Officer

FAQ

How many shares is Simmons First National Corp. (SFNC) issuing?

The company priced an offering of 16,220,000 Class A common shares with an option for 2,433,000 additional shares.

What is the purpose of SFNC's new equity offering?

SFNC states proceeds may be used for balance-sheet repositioning, though exact uses were not detailed.

Will the press release be incorporated into other SFNC SEC filings?

No. The release is furnished under Item 7.01 and is not deemed "filed," so it isn’t automatically incorporated elsewhere.

Does the 8-K include the offering price or expected proceeds?

No pricing, discount information, or gross proceeds figures are provided in this filing.

What additional shares can underwriters purchase?

Underwriters have a 30-day option to buy up to 2,433,000 extra shares.