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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 34 added, 24 removed, 140 unchanged (29% of the section changed)

18 unchanged sentences

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held April 20, 2023, to be filed pursuant to Regulation 14A, except as set forth below.

We currently maintain a compensation plan, the Home BancShares, Inc.

Amended and Restated 2006 Stock Option and Performance Incentive Plan, which provides for the issuance of stock-based compensation to directors, officers and other employees.

This plan has been approved by the stockholders.

The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plan as of December 31, 2021:

We currently maintain compensation plans, the Home BancShares, Inc.

Amended and Restated 2006 Stock Option and Performance Incentive Plan, as amended, and the Home BancShares, Inc.

2022 Equity Incentive Plan, which provide for the issuance of stock-based compensation to directors, officers and other employees.

These plans have been approved by the stockholders.

The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of December 31, 2022:

Plan Category Number of

25 unchanged sentences

Listing of Exhibits.

2.1 Agreement and Plan of Merger by and among Home BancShares, Inc., Centennial Bank, Giant Holdings, Inc., and Landmark Bank, N.A., dated November 7, 2016.

(incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K/A filed on November 10, 2016)

2.2 Amendment to Agreement and Plan of Merger by and among Home BancShares, Inc., Centennial Bank, Giant Holdings, Inc., and Landmark Bank, N.A., dated December 7, 2016.

(incorporated by reference to Appendix A of Home BancShares’s registration statement on Form S-4 (File No.

333-214957), as amended)

2.3 Acquisition Agreement by and between Home BancShares, Inc.

and Bank of Commerce Holdings, Inc., dated December 1, 2016 (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K filed on December 7, 2016)

2.4 Agreement and Plan of Merger by and among Home BancShares, Inc., Centennial Bank and Stonegate Bank, dated March 27, 2017 (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K filed on March 27, 2017)

2.5 Agreement and Plan of Merger by and among Home BancShares, Inc., Centenntial Bank, Happy Bancshares, Inc., and Happy State Bank, dated September 15, 2021 (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K filed September 15, 2021).

2.1 Agreement and Plan of Merger by and among Home BancShares, Inc., Centennial Bank, Happy Bancshares, Inc., and Happy State Bank, dated September 15, 2021 (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K filed September 15, 2021) **

2.2 Amendment and Joinder Agreement, dated as of October 18, 2021, by and among Home BancShares, Inc., Centennial Bank, Happy Bancshares, Inc., Happy State Bank and HOMB Acquisition Sub III, Inc.

(incorporated by reference to Appendix A of Home BancShares’s registration statement on Form S-4 (File No.

333-260446)).

333-260446), as amended)

2.3 Second Amendment to Agreement and Plan of Merger, dated as of November 8, 2021, by and among Home BancShares, Inc., Centennial Bank, HOMB Acquisition Sub III, Inc., Happy Bancshares, Inc.

26 unchanged sentences

(incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K, filed on January 28, 2021)

4.1 Specimen Stock Certificate representing Home BancShares, Inc.

Common Stock (incorporated by reference to Exhibit 4.6 of Home BancShares’s registration statement on Form S-1 (File No.

333-132427), as amended)

3.12 Amendment to the Amended and Restated Bylaws of Home BancShares, Inc.

(incorporated by reference to Exhibit 3.1 of Home BancShares’s Current Report on Form 8-K, filed on April 22, 2022)

4.1 S pecimen Stock Certificate representing Home BancShares, Inc.

Common Stock (incorporated by reference to Exhibit 4.12 of Home BancShares’s registration statement on Form S-3ASR (File No.

4.2 Description of Capital Stock of Home BancShares, Inc.*

12 unchanged sentences

(incorporated by reference to Exhibit 10.5 of Home BancShares’s Quarterly Report on Form 10-Q for the period ended March 31, 2018, filed on May 7, 2018) ^

10.6 Home BancShares, Inc.

2022 Equity Incentive Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 4, 2022, as revised on March 7, 2022) ^

10.7 Form of Restricted Stock Agreement under the Home BancShares, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 of the Company’s registration statement on Form S-8 (File No.

333-264409)) ^

10.8 Form of Stock Option Agreement under the Home BancShares, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the Company’s registration statement on Form S-8 (File No.

333-264409)) ^

10.9 Form of Change in Control Agreement by and between Home BancShares, Inc., Centennial Bank and Executive Officer (incorporated by reference to Exhibit 10.1 of Home BancShares’s Current Report on Form 8-K filed on August 10, 2020) ^

10.10 Executive Chairman Agreement by and between John W.

Allison and Home BancShares, Inc., dated March 1, 2021 (incorporated by reference to Exhibit 10.1 of Home BancShares’s Current Report on Form 8-K filed on March 5, 2021) ^

10.11 Employment Agreement by and between Mikel Williamson and Centennial Bank, effective April 1, 2022 (incorporated by reference to Exhibit 10.1 of Home BancShares’s Quarterly Report on Form 10-Q filed on August 9, 2022) ^

21.1 Subsidiaries of the Registrant.*

16 unchanged sentences

* Filed herewith

** The disclosure schedules referenced in the Agreement and Plan of Merger have been omitted pursuant to Item

601(a)(5) of SEC Regulation S-K.

The Company hereby agrees to furnish supplementally a copy of any omitted

disclosure schedule to the SEC upon request.

˄ Denotes a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

24 unchanged sentences

Director Karen Garrett

Hickman /s/ James G.

Hinkle /s/ Alex R.

Lieblong /s/ Thomas J.

Director James G.

Director Alex R.

Director Thomas J.

/s/ Jim Rankin, Jr.

Ross /s/ Donna J.

Jim Rankin, Jr.

/s/ Thomas J.

Longe /s/ Jim Rankin, Jr.

Director Jim Rankin, Jr.

Director Larry W.

Director Donna J.

/s/ Jennifer C.

Townsell /s/ Jennifer C.

Director Jennifer C.

Chief Accounting Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures