SmartFinancial (SMBK) extends $100.0M subordinated notes exchange to Jan. 9

Rhea-AI Filing Summary

SmartFinancial, Inc. disclosed that it has extended its offer to exchange any and all of the $100.0 million aggregate principal amount of its 7.25% fixed-to-floating rate subordinated notes due 2035. These notes were originally issued in a private placement on August 20, 2025, and the offer allows holders to swap them for an equal principal amount of notes with identical terms that are registered under the Securities Act of 1933. The exchange offer is now scheduled to expire at 5:00 p.m., New York City time, on January 9, 2026, unless it is further extended.

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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): January 5, 2026

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		37919
Knoxville, Tennessee	​	(Zip Code)
(Address of principal executive offices)

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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:

☐ 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.:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common Stock, $1.00 par value	​	SMBK	​	The 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).

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. ☐

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Item 8.01 Other Events.

On January 5, 2026, SmartFinancial, Inc. (the “SmartFinancial”) announced that it had extended its offer (the “Exchange Offer”) to exchange any and all of the $100.0 million in aggregate principal amount of its 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 that the Company issued in a private placement on August 20, 2025 for a like principal amount of notes with identical terms that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Offer will now expire at 5:00 p.m., New York City time, on January 9, 2026, unless further extended. A copy of the press release issued on January 5, 2026, announcing the extension of the Exchange Offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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The information contained in this Item 8.01 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 the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond SmartFinancial’s control. SmartFinancial 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 SmartFinancial’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 SmartFinancial 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.

Item 9.01 Financial Statements and Exhibits

(d) EXHIBITS

99.1Press Release issued by SmartFinancial, Inc., dated January 5, 2026

104Cover Page Interactive Data File (embedded within the inline XBRL document)

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SIGNATURES

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.
Date: January 5, 2026
	By:	/s/ William Y. Carroll, Jr.
	Name:	William Y. Carroll, Jr.
	Title:	President & Chief Executive Officer

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FAQ

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

SmartFinancial, Inc. announced that it extended its exchange offer for its 7.25% fixed-to-floating rate subordinated notes due 2035, originally issued in a private placement on August 20, 2025.

What is the size of SmartFinancial’s subordinated notes exchange offer?

The exchange offer covers up to $100.0 million in aggregate principal amount of 7.25% fixed-to-floating rate subordinated notes due 2035.

What securities are being offered in the SmartFinancial (SMBK) exchange offer?

Holders can exchange their privately placed 7.25% fixed-to-floating rate subordinated notes due 2035 for a like principal amount of notes with identical terms that have been registered under the Securities Act of 1933.

When does the SmartFinancial exchange offer now expire?

The exchange offer is now scheduled to expire at 5:00 p.m., New York City time, on January 9, 2026, unless further extended.

Does the exchange offer change the economic terms of SmartFinancial’s notes?

The exchange offer is for notes with a like principal amount and identical terms; the key change is that the new notes are registered under the Securities Act of 1933.

Where can investors find more details on the SmartFinancial (SMBK) exchange offer extension?

More details are contained in a press release dated January 5, 2026, which is attached as Exhibit 99.1 to the report and incorporated by reference.