SMBK sells $100M debt offering; $1.25M finders' fees disclosed

Rhea-AI Filing Summary

SmartFinancial, Inc. filed a Form D reporting a completed Regulation D offering of debt securities totaling $100,000,000. The filing lists the issuer as SmartFinancial Inc., a Tennessee corporation with its principal place of business in Knoxville. The offering used Rule 506(b) and is not connected to any business combination. The notice shows the full $100,000,000 was sold with $0 remaining, lists 44 investors who have already invested, and reports finders' fees of $1,250,000. The issuer indicates no proceeds were paid to directors, officers, or promoters. The filing was signed by CFO Ronald Gorczynski.

Positive

• $100,000,000 total offering amount was fully sold with $0 remaining
• No offering proceeds were reported as paid to named executive officers, directors, or promoters
• Offering conducted under Rule 506(b), a common accredited-investor private placement exemption
• Form D signed by the issuer's CFO, providing required certification

Negative

• Finders' fees of $1,250,000 represent a material selling expense
• Form D does not disclose whether any investors are non-accredited (only the total investor count of 44)
• Issuer declined to provide revenue or asset ranges in standard fields (selected Over $100,000,000 but limited financial detail)

Insights

Financial Analyst

TL;DR: A $100M private debt placement under Rule 506(b) was fully sold; modest selling costs were reported and no insider payments were disclosed.

The Form D confirms SmartFinancial completed a $100,000,000 offering of debt securities under Regulation D Rule 506(b) and reports total finders' fees of $1,250,000 and sales commissions of $0. The filing states the offering is not related to a merger or acquisition, lists 44 investors, and indicates proceeds paid to named executives, directors or promoters are $0. Material facts in this notice are transactional and disclosure-driven rather than operational; key items for investors include the offering size, fee expense and investor count as recorded in the Form D.

Corporate Governance Expert

TL;DR: Governance disclosure shows no insider payments from offering proceeds and a company officer signed the notice.

The Form D identifies named executive officers and directors and explicitly reports $0 of offering proceeds used to pay those persons. The filing is signed by the CFO, fulfilling representative certification. The disclosure of finders' fees ($1,250,000) is explicit; there is no indication in this notice of conflicts or related-party payments tied to the offering. As a regulatory filing, it provides required notice-level transparency but does not replace fuller SEC filings for governance analysis.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001038773

CORNERSTONE BANCSHARES INC

EAST RIDGE BANCSHARES INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

SMARTFINANCIAL INC.

Jurisdiction of Incorporation/Organization

TENNESSEE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
SMARTFINANCIAL INC.
Street Address 1		Street Address 2
5401 KINGSTON PIKE		SUITE 600
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
KNOXVILLE	TENNESSEE	37919	865-437-5700

3. Related Persons

Last Name	First Name	Middle Name
Carroll, Jr.	William	Y.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Barrett	Victor	L.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ackermann	Cathy	G.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gorczynski	Ronald	J.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Welborn	Wesley	M.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Whaley	Keith	E.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wolpert	Geoffrey	A.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tucker	Steven	B.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ogle	David	A.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Shomaker	Kelli
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Carroll, Sr.	William	Y.
Street Address 1	Street Address 2
5401 Kingston Pike	Suite 600
City	State/Province/Country	ZIP/PostalCode
Knoxville	TENNESSEE	37919

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-20				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
N/A	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Raymond James & Associates, Inc.	705
Street Address 1	Street Address 2
880 Carillon Parkway	n/a
City	State/Province/Country	ZIP/Postal Code
St. Petersburg	FLORIDA	33716
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CALIFORNIA DELAWARE GEORGIA ILLINOIS KANSAS KENTUCKY LOUISIANA MAINE MICHIGAN MINNESOTA MISSISSIPPI MONTANA NEW YORK OHIO SOUTH CAROLINA TENNESSEE TEXAS VIRGINIA WEST VIRGINIA WISCONSIN

Recipient	Recipient CRD Number X None
N/A	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Keefe, Bruyette& Woods, Inc.	481
Street Address 1	Street Address 2
787 7th Avenue	n/a
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CALIFORNIA DELAWARE GEORGIA ILLINOIS KANSAS KENTUCKY LOUISIANA MAINE MICHIGAN MINNESOTA MISSISSIPPI MISSOURI NEW YORK SOUTH CAROLINA TENNESSEE

Recipient	Recipient CRD Number X None
N/A	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Performance Trust Capital Partners, LLC	36155
Street Address 1	Street Address 2
500 W. Madison	Suite 450
City	State/Province/Country	ZIP/Postal Code
Chicago	ILLINOIS	60661
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CONNECTICUT GEORGIA ILLINOIS MICHIGAN MINNESOTA NEW YORK PENNSYLVANIA SOUTH CAROLINA TENNESSEE VIRGINIA

13. Offering and Sales Amounts

Total Offering Amount	$100,000,000	USD	or Indefinite
Total Amount Sold	$100,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

44

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$1,250,000	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
SMARTFINANCIAL INC.	/s/ Ronald Gorczynski	Ronald Gorczynski	CFO	2025-08-27

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did SmartFinancial (SMBK) report on its Form D?

The company reported a completed Regulation D offering of $100,000,000 in debt securities under Rule 506(b), with 44 investors and $1,250,000 in finders' fees.

Was any offering proceeds paid to SmartFinancial officers or directors?

No. The filing reports $0 of the gross proceeds were used for payments to named executive officers, directors or promoters.

Is the offering related to a merger or acquisition?

No. The issuer indicated the offering is not being made in connection with a business combination transaction.

Which exemption was claimed for the offering?

The filing states the exemption claimed was Rule 506(b) under Regulation D.

How much remains to be sold in the offering?

The Form D shows $0 remaining to be sold; the total amount sold equals $100,000,000.