[Form 4] Simmons First National Corp Insider Trading Activity

Rhea-AI Filing Summary

Bank of America Corporation (BAC), through its subsidiary BofA Finance LLC, is marketing Autocallable Leveraged Index Return Notes (LIRNs) linked to the S&P SmallCap 600 Index ("SML").

Key commercial terms:

• Denomination: $10 per unit; no exchange listing planned.
• Term: ≈3 years unless automatically called after ≈1 year.
• Automatic Call: Notes are redeemed early at $11.125–$11.225 (≈11.2% premium) if the SML closes ≥ Starting Value on the single Observation Date.
• Upside Participation: If held to maturity and not called, investors receive 150% of any positive SML return with no cap.
• Downside Exposure: 1-for-1 loss on any decline in the SML; the Threshold Value equals the Starting Value, so there is no downside buffer.
• Interest Payments: None; all return is via call premium or leveraged payoff.
• Credit: Senior unsecured obligations of BofA Finance, fully and unconditionally guaranteed by BAC.

Risk highlights (as disclosed): potential loss of entire principal, issuer/guarantor credit risk, initial price includes underwriting discount (secondary value likely below issue price), small-cap equity volatility, and lack of liquidity due to absent exchange listing.

Investors considering the notes are advised to review the Preliminary Offering Documents for complete terms, tax treatment, and additional risks.

Positive

• 150% participation rate provides leveraged upside on any appreciation in the S&P SmallCap 600 Index.
• Automatic call feature allows an ≈11% absolute return in one year if the index is flat or higher, delivering time-efficient gains.
• Full BAC guarantee offers investors exposure to an investment-grade credit rather than a standalone issuer.

Negative

• No downside buffer; any decline in the index translates into a 1-for-1 loss of principal up to 100%.
• Credit risk of BofA Finance and BAC means noteholders are unsecured creditors and could lose all capital upon default.
• Liquidity risk due to lack of exchange listing; secondary market values may be materially below issue price.
• Capped return if automatically called; upside is limited to ≈11% for the first year despite 150% participation thereafter.
• Initial estimated value below offer price, indicating an immediate mark-to-market drag at issuance.

Insights

Structured Products Analyst

TL;DR: High-leverage upside but zero buffer makes this an aggressive, credit-sensitive play; impact on BAC immaterial.

The note offers a straightforward 150% participation on SML gains and an 11% one-year call premium, but with 1-for-1 downside below par, investors bear significant market risk. The absence of a lower threshold distinguishes it from buffered notes—volatility in small-caps can quickly erode principal. From a credit standpoint, BAC's investment-grade status mitigates, but does not eliminate, counterparty risk. Pricing will likely be 1.5–2.5 points below offer, reflecting hedging costs and fees. For BAC, this is routine structured-note issuance that marginally diversifies funding; it neither alters capital ratios nor earnings outlook, hence neutral corporate impact.

Portfolio Manager

TL;DR: Product suits tactical bulls on small-caps seeking leverage, but risk-return unattractive for core portfolios.

Investors effectively write a down-and-in put on the SML while buying 1.5× upside—at the cost of liquidity and credit exposure. The single observation date limits upside duration; if called, maximum return (~11%) lags historical one-year SML volatility, capping payoff when investors are most right. Conversely, a flat or declining index locks buyers into full downside through maturity. Given elevated small-cap beta and looming rate uncertainty, probability-weighted returns seem modest versus simply purchasing an ETF. I view the structure as suitable only for speculative allocations; from a portfolio construction view, it is not impactful to BAC equity but carries material risk to noteholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CLARK WILLIAM E II

(Last) (First) (Middle)

C/O SIMMONS FIRST NATIONAL CORP.

501 MAIN STREET

(Street)

PINE BLUFF AR 71601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIMMONS FIRST NATIONAL CORP [ SFNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
SFNC Common Stock	07/01/2025		M		929	A	(1)	34,958	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	07/01/2025		M			929	(2)	(2)	SFNC Common Stock	929	$0	1,857(3)	D

Explanation of Responses:

1. Restricted Stock Units convert into shares of SFNC common stock on a one-for-one basis.

2. The Restricted Stock Units vested on July 1, 2025.

3. 929 Restricted Stock Units vest on October 1, 2025; and 928 Restricted Stock Units vest on January 2, 2026. SFNC shares will be delivered within 30 days of vesting. Events such as retirement, death, disability, and other specified events in the award agreement may result in earlier vesting.

	/s/ Natalie Gassiott, attorney-in-fact for William E. Clark, II	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the maximum one-year return on BAC's Autocallable LIRNs?

If called after the first year, investors receive $11.125–$11.225 per $10 unit, an ≈11% gain.

How much upside do the notes provide if held to maturity?

At maturity, investors earn 150% of any positive S&P SmallCap 600 return with no cap.

Is my principal protected in these BAC structured notes?

No. The notes have no principal protection; any decline in the index reduces redemption value 1-for-1.

Who guarantees payment on the Autocallable LIRNs?

The issuer is BofA Finance LLC, and payments are fully and unconditionally guaranteed by Bank of America Corporation (BAC).

When is the Observation Date for potential automatic call?

Approximately one year from the pricing date; exact date will be fixed on pricing.

Are the notes listed on an exchange for secondary trading?

No, there is no exchange listing; liquidity will depend on dealer willingness to bid.