SmartFinancial issues $100M 7.25% subordinated notes

SmartFinancial, Inc. entered into a Subordinated Note Purchase Agreement with institutional investors, issuing $100.0 million of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035.

Rhea-AI Filing Summary

SmartFinancial, Inc. entered into a Subordinated Note Purchase Agreement with institutional investors, issuing $100.0 million of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035. The Notes were sold at 100% of face value and are intended to qualify as Tier 2 regulatory capital.

The company plans to use the net proceeds for general corporate purposes, including the potential redemption of up to $40.0 million of its outstanding 5.625% Fixed-to-Floating Subordinated Notes due 2028. The Notes pay a fixed 7.25% annual rate until September 1, 2030, then reset quarterly to three-month term SOFR plus 385 basis points, and are redeemable at the company’s option on or after September 1, 2030 at par plus accrued interest, subject to specified conditions.

Insights

Bank capital structure and debt markets analyst

SmartFinancial raises $100M in subordinated debt to support capital and refinancing.

SmartFinancial, Inc. has issued $100.0 million of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035, structured as unsecured, subordinated obligations intended to qualify as Tier 2 capital. This adds long-dated regulatory capital that can support balance sheet growth, at the cost of higher interest expense via a relatively elevated coupon and future floating-rate exposure.

The company states it may use the proceeds for general corporate purposes, including redeeming up to $40.0 million of existing 5.625% subordinated notes due 2028, which would partially refinance nearer-term, lower-coupon debt with longer-dated, higher-coupon paper. The Notes pay a fixed 7.25% rate until September 1, 2030, then reset quarterly to three-month term SOFR plus 385 basis points, introducing interest rate variability after that date.

The Notes are callable at par plus accrued interest on or after September 1, 2030, and only in limited cases before then, giving the company flexibility if funding conditions improve. They rank junior to senior indebtedness and are not guaranteed by subsidiaries, consistent with typical bank holding company subordinated debt structures. Overall, this represents a notable but conventional capital markets transaction rather than a transformational change.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SmartFinancial, Inc. (SMBK) announce in this 8-K?

SmartFinancial, Inc. disclosed that it entered into a Subordinated Note Purchase Agreement with institutional investors and issued $100.0 million of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 in a private placement.

What are the key terms of SmartFinancial’s new subordinated notes?

The Notes have a stated maturity of September 1, 2035, bear interest at a fixed rate of 7.25% per year from August 20, 2025 to (but excluding) September 1, 2030, then reset quarterly to three-month term SOFR plus 385 basis points until maturity or earlier redemption.

How does SmartFinancial, Inc. plan to use the $100 million of proceeds?

SmartFinancial, Inc. intends to use the net proceeds from the Notes for general corporate purposes, which may include the redemption of up to $40.0 million of its outstanding 5.625% Fixed-to-Floating Subordinated Notes due 2028.

When and how can SmartFinancial redeem the new subordinated notes?

Prior to September 1, 2030, the company may redeem the Notes in whole, but not in part, only under limited circumstances set out in the Indenture. On or after September 1, 2030, it may redeem the Notes, in whole or in part, on any interest payment date at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

How are the new subordinated notes treated from a regulatory capital perspective?

SmartFinancial, Inc. states that the Notes are intended to qualify as Tier 2 capital of the company for regulatory capital purposes, which can support its overall capital ratios.

Were the SmartFinancial notes offered in a public or private transaction?

The Notes were offered and sold in a private placement, relying on exemptions from Securities Act registration under Section 4(a)(2) and Rule 506(b) of Regulation D, to institutional accredited investors and qualified institutional buyers.

What additional agreements are associated with SmartFinancial’s note issuance?

In connection with the issuance, SmartFinancial, Inc. entered into a Registration Rights Agreement under which it agreed to take actions to provide for an exchange of the privately placed Notes for registered subordinated notes with substantially the same terms, and also executed an Indenture with U.S. Bank Trust Company, National Association, as trustee.

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Accepted by SEC EDGAR 08/20/2025 - 05:00 PM Learn about SEC filing dates

0001038773false00010387732025-08-202025-08-20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of earliest event reported: August 20, 2025

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SMARTFINANCIAL, INC.

(Exact name of registrant as specified in its charter)

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Tennessee		001-37661		62-1173944
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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5401 Kingston Pike, Suite 600
Knoxville, Tennessee		37919
(Address of principal executive offices)		(Zip Code)

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(865) 437-5700 

(Registrant’s telephone number, including area code)

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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:

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☐  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))

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

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Title of each class	​	Trading Symbol(s)	​	Name of Exchange on which Registered
Common Stock, par value $1.00 per share	​	SMBK	​	New York Stock Exchange

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

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Emerging growth company ☐

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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. ☐

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Item 1.01	Entry into a Material Definitive Agreement

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On August 20, 2025, SmartFinancial, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”), pursuant to which the Company sold and issued $100.0 million in aggregate principal amount of its 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes, including the redemption of up to $40.0 million of its outstanding 5.625% Fixed-to-Floating Subordinated Notes due 2028. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.

The Notes have a stated maturity of September 1, 2035, are redeemable (i) in whole or in part, on or after September 1, 2030, and (ii) in full, at any time upon the occurrence of certain events. The Notes will bear interest at a fixed rate of 7.25% per year, from and including August 20, 2025 to, but excluding September 1, 2030 or earlier redemption date. From and including September 1, 2030 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 385 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.

The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. On August 20, 2025, in connection with the sale and issuance of the Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange Offer”). Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreement, it would be required to pay additional interest to the holders of the Notes.

The Notes were issued under an Indenture, dated August 20, 2025 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes are not subject to any sinking fund and are not convertible into or exchangeable, other than pursuant to the Exchange Offer, for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. Prior to September 1, 2030, the Company may redeem the Notes, in whole, but not in part, only under certain limited circumstances set forth in the Indenture. On or after September 1, 2030, the Company may redeem the Notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued and unpaid interest on the Notes being redeemed to but excluding the date of redemption.

Principal and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The form of the Purchase Agreement, form of the Registration Rights Agreement, Indenture and form of the Notes are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K (the “Report”) and are incorporated herein by reference. The foregoing description of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.

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Item 2.03	​	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

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Item 7.01	​	Regulation FD Disclosure.

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In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished as Exhibit 99.1 to this Report.

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The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

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Cautionary Note Regarding Forward-Looking Statements

This Report includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including but not limited to statements about the anticipated use of net proceeds from the offering of the Notes, the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking statements presented in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Report. Forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized,” “target” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this Report include those identified in the Company’s most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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Item 9.01 Financial Statements and Exhibits

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(d)Exhibits

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Exhibit No.	Description of Exhibit
4.1	Indenture, dated as of August 20, 2025, by and between SmartFinancial, Inc. and U.S. Bank Trust Company, National Association, as trustee. ​
4.2	Form 7.25% Fixed-to-Floating Rate Subordinated Note due 2035 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto).
10.1	Form of Subordinated Note Purchase Agreement, dated as of August 20, 2025, by and among SmartFinancial, Inc. and the Purchasers.
10.2	Form of Registration Rights Agreement, dated as of August 20, 2025, by and among SmartFinancial, Inc. and the Purchasers.
99.1	Investor Presentation of SmartFinancial, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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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.

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	SMARTFINANCIAL, INC.
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Date: August 20, 2025	/s/ William Y. Carroll, Jr.
	William Y. Carroll, Jr.
	President & Chief Executive Officer

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