SIMMONS FIRST NATIONAL CORP false 0000090498 0000090498 2024-01-23 2024-01-23

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 23, 2024

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 2.02 | Results of Operations and Financial Condition.

On January 24, 2024, Simmons First National Corporation (“Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 (“Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 | Regulation FD Disclosure.

On January 24, 2024, the Company issued an investor presentation, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information provided pursuant to this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 | Other Events.

On January 23, 2024, the board of directors of the Company authorized a new stock repurchase program (“Program”) under which the Company may repurchase up to $175,000,000 of its Class A common stock (“Common Stock”) currently issued and outstanding. The Program will be executed in accordance with Rule 10b-18 under the Exchange Act, and will terminate on January 31, 2026 (unless terminated sooner). The new Program replaces the Company’s existing stock repurchase program, which was announced on January 27, 2022. Under the Program, the Company may repurchase shares of its Common Stock through open market and privately negotiated transactions or otherwise (including pursuant to a trading plan in accordance with Exchange Act Rule 10b5-1). The timing, pricing, and amount of any repurchases under the Program will be determined by the Company’s management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of the Common Stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements. The Program does not obligate the Company to repurchase any Common Stock and may be modified, discontinued, or suspended at any time without prior notice.

Item 9.01 | Financial Statements and Exhibits

Exhibit 99.1 |  | Press Release dated January 24, 2024
Exhibit 99.2 |  | Investor Presentation issued on January 24, 2024
Exhibit 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
|  |  |  |  |  | /s/ James M. Brogdon
Date: January 24, 2024 |  |  |  |  |  | James M. Brogdon, President