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The terms “Company,” “we,” “us,” and “our” refer to Simmons First National Corporation and, where appropriate, its subsidiaries.
−Removed: The Company is headquartered in Pine Bluff, Arkansas, and had total consolidated assets of $22.4 billion, total consolidated loans of $12.9 billion, total consolidated deposits of $17.0 billion and equity capital of $3.0 billion as of December 31, 2020.
−Removed: The Company, through its subsidiaries, provides banking and other financial products and services in markets located in Arkansas, Illinois, Kansas, Missouri, Oklahoma, Tennessee and Texas.
+Added: The Company is headquartered in Pine Bluff, Arkansas, and had total consolidated assets of $24.7 billion, total consolidated loans of $12.0 billion, total consolidated deposits of $19.4 billion and equity capital of $3.2 billion, each as of December 31, 2021.
+Added: The Company, through its subsidiaries, provides banking and other financial products and services in markets located in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.
We seek to build shareholder value by, among other things, focusing on strong asset quality, maintaining strong capital, managing our liquidity position, improving our operational efficiency and opportunistically growing our business, both organically and through mergers with and acquisitions of other financial institutions.
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Subsidiary Bank
−Removed: The Company’s lead subsidiary, Simmons Bank, is an Arkansas state-chartered bank that has been in operation since 1903.
−Removed: Simmons First Insurance Services, Inc.
−Removed: and Simmons First Insurance Services of TN, LLC are wholly-owned subsidiaries of Simmons Bank and are insurance agencies that offer various lines of personal and corporate insurance coverage to individual and commercial customers.
−Removed: Simmons Bank provides banking and other financial products and services to individuals and businesses using a network of approximately 204 financial centers in Arkansas, Illinois, Kansas, Missouri, Oklahoma, Tennessee and Texas.
+Added: The Company’s lead subsidiary, Simmons Bank (“Simmons Bank” or the “Bank”), is an Arkansas state-chartered bank that has been in operation since 1903.
+Added: Simmons Bank provides banking and other financial products and services to individuals and businesses using a network of approximately 199 financial centers in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.
Simmons Bank offers commercial banking products and services to business and other corporate customers.
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Simmons Bank also maintains a networking arrangement with a third-party broker-dealer that offers brokerage services to Simmons Bank customers, as well as a trust department that provides a variety of trust, investment, agency, and custodial services for individual and corporate clients (including, among other things, administration of estates and personal trusts, and management of investment accounts).
−Removed: Community Bank Strategy
+Added: Additionally, Simmons First Insurance Services, Inc.
+Added: and Simmons First Insurance Services of TN, LLC are wholly-owned subsidiaries of Simmons Bank and are insurance agencies that offer various lines of personal and corporate insurance coverage to individual and commercial customers.
+Added: Community and Metro Bank Strategy
Historically, the Company utilized separately chartered community bank subsidiaries to provide full-service banking products and services across our footprint.
During 2014, we consolidated all separately chartered banks into Simmons Bank in order to more effectively meet the increased regulatory burden facing banks, reduce certain operating costs, and more efficiently perform operational duties.
−Removed: After the charter consolidation, Simmons Bank has operated using a divisional structure based on geography as a way to continue to maintain a locally-oriented, community-based organization.
−Removed: Currently, Simmons Bank has the following six operating divisions, which are composed of various community banking groups:
−Removed: Division Community Banking Groups
−Removed: Arkansas Communities Pine Bluff, South Arkansas (Lake Village/El Dorado), North Central Arkansas (Conway), Northeast Arkansas (Jonesboro), East Central Arkansas (Searcy), River Valley (Fort Smith/Russellville) and Hot Springs
−Removed: Central Arkansas Little Rock Metropolitan Statistical Area
−Removed: Western Stillwater, Oklahoma City, Tulsa, Southeast Oklahoma, Wichita, and Northwest Arkansas, (Fayetteville/Rogers/Springdale/Bentonville)
−Removed: Tennessee West Tennessee (Jackson/Union City), Southwest Tennessee (Memphis), Middle Tennessee (Nashville), and East Tennessee (Knoxville)
−Removed: Louis, Kansas City, Central Missouri (Columbia), Southwest Missouri (Springfield), and South Central Missouri
−Removed: Texas Fort Worth, Dallas, and North Texas
−Removed: While Simmons Bank has operated successfully under this structure, as it has grown, the bank has established a presence in a greater number of metro markets, which often have different characteristics from the community markets Simmons Bank has traditionally served.
−Removed: As a result, during 2021, Simmons Bank expects to make additional organizational changes to provide for community bank and metro bank divisions as a way to further enhance its ability to both effectively compete in and service the needs of the different types of markets that are now included in its footprint.
+Added: To both effectively compete in and service the needs of the different types of markets that are now included in our footprint, Simmons Bank now operates using two main groups, a community banking group and a metro banking group, within its geographic footprint.
+Added: Currently, Simmons Bank’s community and metro banking groups are organized as follows:
+Added: Community Banking Group Metro Banking Group
+Added: Arkansas Community Division (East Central Arkansas;
+Added: North Central Arkansas;
+Added: Northeast Arkansas;
+Added: Arkansas River Valley;
+Added: South Arkansas;
+Added: and South Central Arkansas)
+Added: Central Arkansas and Tennessee Division (Little Rock, Arkansas;
+Added: Memphis, Tennessee;
+Added: Nashville, Tennessee)
+Added: Tennessee Community Division (East Tennessee and West Tennessee)
+Added: Louis Division (St.
+Added: Louis, Missouri)
+Added: MO/OK/TX Community Division (Central Missouri;
+Added: South Central Missouri;
+Added: Southwest Missouri;
+Added: Southeast Oklahoma;
+Added: Stillwater, Oklahoma;
+Added: Texas Division (Dallas, Texas;
+Added: Worth, Texas;
+Added: North Dallas, Texas)
+Added: Western Division (Northwest Arkansas;
+Added: Kansas City, Missouri/Kansas;
+Added: Wichita, Kansas;
+Added: Oklahoma City, Oklahoma;
+Added: Tulsa, Oklahoma
Growth Strategy
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The acquisition expanded our footprint into Tennessee and allowed us the opportunity to provide additional services to customers in this area and expand our community banking strategy.
−Removed: In addition, Community First’s expertise in SBA and consumer lending benefited our customers across each region.
+Added: Community First’s expertise in SBA and consumer lending benefited our customers across each region.
We merged First State Bank into Simmons Bank and completed the systems conversion in September 2015.
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Headquartered in Springfield, Missouri, Ozark Trust had over $1 billion in assets under management and provided a wide range of financial services for its clients including investment management, trust services, IRA rollover or transfers, successor trustee services, personal representatives and custodial services.
−Removed: As our first acquisition of a fee-only financial firm, Ozark Trust provided a new wealth management capability that can be leveraged across the Company’s entire geographic footprint.
+Added: As our first acquisition of a fee-only financial firm, Ozark Trust provided a new wealth management capability that could be leveraged across the Company’s entire geographic footprint.
In September 2016, we completed the acquisition of Citizens National Bank (“Citizens”), headquartered in Athens, Tennessee.
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In connection with the systems conversion, we closed five existing Landmark Bank branches.
+Added: In October 2021, we completed the acquisition of Landmark Community Bank (“Landmark”), headquartered in Collierville, Tennessee, as well as the acquisition of Triumph Bancshares, Inc.
+Added: (“Triumph”), including its wholly-owned bank subsidiary, Triumph Bank, headquartered in Memphis, Tennessee.
+Added: Landmark had total assets of $968.5 million, while Triumph provided us with $848.2 million in assets.
+Added: These combined acquisitions allowed us to expand our existing footprint in Tennessee and to further enhance our scale in two of our key Tennessee growth markets – Memphis and Nashville.
+Added: The systems conversions for both Landmark and Triumph Bank were completed in October 2021, at which time Landmark and Triumph Bank were merged into Simmons Bank.
+Added: Additionally, on November 19, 2021, we announced the Company had entered into an Agreement and Plan of Merger (“Spirit Agreement”) with Spirit of Texas Bancshares, Inc.
+Added: (“Spirit”), headquartered in Conroe, Texas, including its wholly-owned bank subsidiary, Spirit of Texas Bank SSB.
+Added: See Note 2, Acquisitions, in the accompanying Notes to the Consolidated Financial Statements for additional information related to this acquisition.
Merger and Acquisition Strategy
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As consolidations continue to unfold in the banking industry, the management of risk is an important consideration in how the Company evaluates and consummates these transactions.
−Removed: The senior management teams of both the Company and Simmons Bank have had extensive experience during the past 30 years in acquiring banks, branches and deposits and post-acquisition integration of operations.
−Removed: We believe this experience positions us to successfully acquire and integrate banks.
+Added: The senior management teams of both the Company and Simmons Bank have extensive experience in acquiring banks, branches and deposits and post-acquisition integration of operations.
+Added: We believe this experience positions us to continue to successfully acquire and integrate banks.
The process of merging or acquiring banking organizations is extremely complex;
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Merger and acquisition strategies are vitally important in order to derive the maximum benefit out of a potential deal.
−Removed: Strategic reasons with respect to negotiated community and regional bank mergers and acquisitions include, among other things:
+Added: Strategic considerations that can cause an acquirer or a target institution to explore or support a merger or acquisition transaction include, among other things:
• Potentially retaining the target institution’s senior management and providing them with an appealing level of autonomy post-integration.
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We generally compete on the basis of customer service and responsiveness to customer needs, available loan and deposit products, the rates of interest charged on loans, the rates of interest paid for funds, and the availability and pricing of trust and brokerage services.
+Added: Nonbank competitors are increasingly offering products and services that traditionally were bank products.
+Added: Many of these nonbank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks, which may allow them to offer greater lending limits and certain products and services that the Company and its affiliates do not provide.
Principal Offices and Available Information
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We maintain a website at http://www.simmonsbank.com .
−Removed: On this website under the Investor Relations section, we make our filings with the Securities and Exchange Commission (“SEC”) (including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended) available free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
+Added: On this website under the Investor Relations section, we make our filings with the SEC (including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended) available free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
In addition, our website contains other news and announcements about the Company and its subsidiaries.
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High Performance;
−Removed: and Pursue Growth - to be reflected in everything we do, including how we interact with each other, how we interact with our customers, and how we interact with our vendors and business partners.
+Added: and Pursue Growth - to be reflected in everything we do, including how we interact with each other, how we
+Added: interact with our customers, and how we interact with our vendors and business partners.
We are also committed to promoting our associates’ well-being.
−Removed: Our wellness program, “Ultimate You,” assists associates in improving their level of physical, financial, and mental fitness through offerings such as discounted gym memberships, associate meditation classes in select locations, financial literacy training, channels for counseling, and health-focused challenges and contests.
+Added: Our wellness program, “Ultimate You,” assists associates in improving their level of physical, financial, and mental fitness through offerings such as discounted gym memberships, financial literacy training, channels for counseling, and health-focused challenges and contests.
Finally, our inclusion program, “We Are Simmons,” celebrates and supports the unique perspectives, experiences, and backgrounds of our associates.
We believe these differences help us better serve our customers and make us stronger as a whole.
+Added: In connection with this program, we recently introduced Employee Resource Groups for veterans, women, African Americans, and LGBTQIA+ associates.
As of December 31, 2021, the Company and its subsidiaries had approximately 2,877 full time equivalent associates.
None of our associates are represented by any union or similar groups, and we have not experienced any labor disputes or strikes arising from any such organized labor groups.
−Removed: We consider our relationship with our associates to be good and have been recognized with “Best Places to Work” awards in several of our markets.
+Added: We consider our relationship with our associates to be good and strive to operate with an “open door policy” where associate concerns and issues can be discussed anytime directly with leadership or human resources.
+Added: We have been recognized with “Best Places to Work” awards in several of our markets.
SUPERVISION AND REGULATION
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The approval of the Arkansas Bank Commissioner is, for instance, required if the total of all dividends declared by an Arkansas state bank in any calendar year exceeds seventy-five percent (75%) of the total of its net profits, as defined, for that year combined with seventy-five percent (75%) of its retained net profits of the preceding year.
−Removed: At December 31, 2020, Simmons Bank had approximately $45.6 million available for payment of dividends to the Company, without prior regulatory approval.
−Removed: This amount is not necessarily indicative of amounts that may be paid or available to be paid in future periods
+Added: Under the foregoing dividend restrictions, and while maintaining its “well capitalized” status, at December 31, 2021, Simmons Bank had paid to the Company all available dividends.
+Added: While past dividends are not necessarily indicative of amounts that may be paid or available to be paid in future periods, net profits of Simmons Bank and cash balances at the Company are projected to be sufficient to pay quarterly dividends on the Company’s common stock at current levels and interest and principal on the Company’s debt as well as meet other liquidity needs.
In 2019, final rules were adopted that, among other things, eliminated a prior approval requirement in the Basel III Capital Rules (discussed below) for a bank holding company to repurchase shares of its common stock, provided that the bank holding company is well capitalized both before and after the proposed repurchase, well-managed, and not the subject of any unresolved supervisory issues.
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In a bank holding company context, at a minimum, the parent holding company of a bank, any companies which are controlled by such parent holding company, and financial subsidiaries of the bank, are affiliates of the bank.
−Removed: Generally, Sections 23A and 23B of the Federal Reserve Act are intended to protect insured depository institutions from losses arising from transactions with non-insured affiliates by limiting the extent to which a bank or its subsidiaries may engage in covered transactions with any one affiliate and with all affiliates of the bank in the aggregate, and requiring that such transactions be on terms consistent with safe and sound banking practices.
−Removed: Further, Section 22(h) of the Federal Reserve Act and its implementing regulation, Regulation O restricts loans to directors, executive officers, and principal stockholders (“insiders”).
−Removed: Under Section 22(h), loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the institution’s total capital and surplus.
−Removed: Loans to insiders above specified amounts must receive the prior approval of a majority of the board of directors.
−Removed: Further, under Section 22(h) of the Federal Reserve Act, loans to insiders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank's employees and does not give preference to the insider over the employees.
−Removed: Section 22(g) of the Federal Reserve Act places additional limitations on loans to executive officers.
+Added: Generally, Sections 23A and 23B of the Federal Reserve Act are intended to
+Added: protect insured depository institutions from losses arising from transactions with non-insured affiliates by limiting the extent to which a bank or its subsidiaries may engage in covered transactions with any one affiliate and with all affiliates of the bank in the aggregate, and requiring that such transactions be on terms consistent with safe and sound banking practices.
+Added: Loans to executive officers, directors, or any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls, or has the power to vote more than 10% of any class of voting securities of a bank (“10% Shareholders”), are subject to Sections 22(g) and 22(h) of the Federal Reserve Act and their corresponding regulations (Regulation O) and Section 13(k) of the Exchange Act relating to the prohibition on personal loans to executives (which exempts financial institutions in compliance with the insider lending restrictions of Section 22(h) of the Federal Reserve Act).
+Added: Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank's employees and does not give preference to the insider over the employees, and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire Board of Directors.
+Added: Section 22(h) of the Federal Reserve Act and its implementing regulation, Regulation O, prohibits loans to any directors, executive officers, and principal stockholders and their related interests where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s unimpaired capital and unimpaired surplus.
+Added: Section 22(g) of the Federal Reserve Act places additional limitations on loans to executive officers and identifies limited circumstances in which the Bank is permitted to extend credit to executive officers.
As a result, our subsidiary bank is limited in its ability to make extensions of credit to the Company, investing in the stock or other securities of the Company, and engaging in other affiliated financial transactions with the Company.
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Risk-Weighted Capital Requirements for the Company and the Subsidiary Bank
−Removed: Since 1993, banking organizations (including financial holding companies, bank holding companies and banks) were required to meet a minimum ratio of Total Capital to Total Risk-Weighted Assets of 8%, of which at least 4% must be in the form of Tier 1 Capital.
−Removed: A well-capitalized institution was one that had at least a 10% “total risk-based capital” ratio.
Effective January 1, 2015, the Company and its subsidiary bank became subject to new capital regulations (“Basel III Capital Rules”) adopted by the Federal Reserve in July 2013 establishing a new comprehensive capital framework for U.S.
−Removed: The Basel III Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions compared to the previous U.S.
−Removed: risk-based capital rules.
−Removed: Full compliance with the Basel III Capital Rules’ requirements was phased in over a multi-year schedule, which was completed in 2019.
+Added: The Basel III Capital Rules were fully implemented as of January 1, 2019.
For a tabular summary of our risk-weighted capital ratios, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital” and Note 23, Stockholders’ Equity, of the Notes to Consolidated Financial Statements.
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At least 50% of the banking organization’s total regulatory capital must consist of Tier 1 Capital.
−Removed: Tier 2 Capital is an amount equal to the sum of the qualifying portion of the allowance for credit losses, certain preferred stock not included in Tier 1, hybrid capital instruments (instruments with characteristics of debt and equity), certain long-term debt securities and eligible term subordinated debt, in an amount up to 50% of Tier 1 Capital.
+Added: Tier 2 Capital is an amount equal to the sum of the qualifying portion of the allowance for credit losses, certain preferred stock not included in Tier 1, hybrid capital instruments (instruments with characteristics of debt and equity), certain long-term debt
+Added: securities and eligible term subordinated debt, in an amount up to 50% of Tier 1 Capital.
The eligibility of these items for inclusion as Tier 2 Capital is subject to certain additional requirements and limitations of the federal banking agencies.
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Pursuant to the FDICIA and Federal Deposit Insurance Act (“FDIA”), the federal banking agencies must promptly mandate corrective actions by banks that fail to meet the capital and related requirements in order to minimize losses to the FDIC and the Deposit Insurance Fund.
−Removed: At its most recent regulatory examinations in 2019, the Company’s subsidiary bank was determined to be well capitalized under these regulations.
+Added: As of December 31, 2021, the Bank was well capitalized under these regulations.
The federal banking agencies are also required by FDICIA to prescribe standards for banks and bank holding companies (including financial holding companies) relating to operations and management, asset quality, earnings, stock valuation and compensation.
−Removed: A bank or bank holding company that fails to comply with such standards will be required to submit a plan designed to achieve compliance.
+Added: A bank or bank holding company that fails to comply with such standards will be required to submit a plan
+Added: designed to achieve compliance.
If no plan is submitted or the plan is not implemented, the bank or holding company would become subject to additional regulatory action or enforcement proceedings.
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State regulation of financial products and potential enforcement actions could also adversely affect the Company’s business, financial condition, or operations.
−Removed: In May 2018, the Economic Growth, Regulatory Reform, and Consumer Protection Act (“EGRRCPA”) was enacted, which, among other things, amended certain provisions of the Dodd-Frank Act.
+Added: In May 2018, the Economic Growth, Regulatory Reform, and Consumer Protection Act (“EGRRCPA”) was enacted, which, among other things, amended certain provisions of the Dodd-Frank Act as well as statutes administered by the FRB and the FDIC.
The EGRRCPA provides targeted regulatory relief to financial institutions while preserving the existing framework under which U.S.
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In December 2020, the FDIC issued a final rulemaking to modernize its brokered deposit regulations.
−Removed: Among other things, the final rule establishes a new framework for analyzing certain provisions of the “deposit broker” definition and establishes certain automatic “primary purpose” exemptions from the deposit broker definition, as well as revises certain interest rate restrictions that apply to less than well capitalized insured depository institutions.
−Removed: The final rule becomes effective April 1, 2021;
−Removed: however, the deadline for full compliance is extended to January 1, 2022.
−Removed: The Company is evaluating the potential impact of the final rule, if any, on our subsidiary bank.
+Added: Among other things, the final rule establishes a new
+Added: framework for analyzing certain provisions of the “deposit broker” definition and establishes certain automatic “primary purpose” exemptions from the deposit broker definition, as well as revises certain interest rate restrictions that apply to less than well capitalized insured depository institutions.
+Added: The final rule became effective April 1, 2021;
+Added: and full compliance was required by January 1, 2022.
+Added: Implementation of the final rule did not have a material impact on our subsidiary bank.
FDIC Deposit Insurance and Assessments
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During recent years, the federal prudential regulatory agencies have been engaged in efforts to revise the regulations implementing the CRA.
−Removed: In September 2020, the FRB issued an advance notice of proposed rulemaking (“ANPR”) on an approach to modernize the CRA’s implementing regulations by, among other things, more effectively meeting the needs of the LMI communities, addressing changes in the banking industry;
−Removed: bringing greater clarity, consistency, and transparency to tailored CRA performance evaluations, minimizing data collection and reporting burdens, and clarifying and expanding eligible CRA activities.
−Removed: One of the key changes proposed by the ANPR is to separate “retail test” and “community development test” components within the CRA framework.
−Removed: At this time, it is difficult to predict what changes, if any, will actually be implemented by the FRB or the effect, if any, on our subsidiary bank, or the level of cooperation among the FRB, the FDIC and the Office of the Comptroller of the Currency with respect to CRA modernization efforts.
−Removed: The Company, though, expects to monitor developments with respect to this ANPR and assess the impact, if any, of the FRB’s proposed changes to the CRA regulations.
+Added: The Company will monitor developments with respect to proposals concerning these regulations and assess the impact, if any, of the proposed changes to the CRA regulations.
UDAP and UDAAP
22 unchanged sentences
Failure to comply with the OFAC Rules can result in serious legal and reputational consequences.
+Added: In December 2020, the U.S.
+Added: Congress enacted the National Defense Authorization Act (the “NDAA”) that, among other provisions, made significant updates to the federal BSA/AML regulations that aims to eliminate the use of shell companies that facilitate the laundering of criminal proceeds.
+Added: In December 2021, the Financial Crimes Enforcement Network (“FinCEN”) issued rules to implement a national beneficial ownership reporting framework and to update the customer due diligence requirements that apply to the Company and the Bank to be consistent with this framework.
+Added: The Company and the Bank continue to monitor legislative, regulatory and supervisory developments related thereto.
Federal Home Loan Bank of Dallas
5 unchanged sentences
The Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, including the Company and our subsidiary bank, with at least $1 billion in total consolidated assets that encourage inappropriate risks by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits that could lead to material financial loss to the entity.
−Removed: The federal banking agencies and the SEC most recently proposed such regulations in 2016, but the regulations have not yet been finalized as of year-end 2020.
−Removed: When the regulations are adopted - and if they are adopted in the form initially proposed - they will restrict the manner in which executive compensation is structured and may impact the Company’s ability to structure incentive compensation.
+Added: The federal banking agencies and the SEC most recently proposed such regulations in 2016, but the regulations have not yet been finalized.
+Added: However, in 2021 the SEC signaled a renewed interest in these matters by re-opening the comment period on a proposed rule regarding clawbacks of incentive-based executive compensation, which was originally proposed in 2015.
The Dodd-Frank Act also requires publicly traded companies to give stockholders a non-binding vote on executive compensation at least every three years and on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions.
1 unchanged sentence
Impacts of Growth
−Removed: During 2017, through internal growth and through acquisitions, the consolidated assets of the Company exceeded the $10 billion threshold, which resulted in several regulatory changes for the Company and Simmons Bank.
+Added: Because the Company and Simmons Bank have exceeded $10 billion in assets, each of the Company and the Bank are subject to heightened requirements (as compared to smaller community banking organizations) that are imposed by various federal banking law and regulations.
Among other things, the Dodd-Frank Act, through the Durbin Amendment, and associated Federal Reserve regulations cap the interchange rate on debit card transactions that can be charged by banks that, together with their affiliates, have at least $10 billion in assets at $0.21 per transaction plus five basis points multiplied by the value of the transaction.
2 unchanged sentences
As of December 31, 2017, the Company exceeded $15 billion in total assets and the grandfather provisions applicable to its trust preferred securities no longer apply, and trust preferred securities are no longer included as Tier 1 capital.
−Removed: Trust preferred securities and qualifying subordinated debt is included as total Tier 2 capital.
+Added: Trust preferred securities and qualifying subordinated debt are included as total Tier 2 capital.
The Dodd-Frank Act also previously required banks and bank holding companies with more than $10 billion in assets to adhere to certain enhanced prudential standards, including requirements to conduct annual stress tests, report the results to regulators and publicly disclose such results.
6 unchanged sentences
Simmons Bank continues to be subject to the oversight of its other regulators with respect to matters outside the scope of the CFPB’s jurisdiction.
−Removed: The CFPB has broad rule-making, supervisory and examination authority, as well as expanded data collecting and enforcement powers, all of which impacts the operations of Simmons Bank.
+Added: The CFPB has broad rule-making, supervisory, examination and enforcement authority, as well as expanded data collecting and enforcement powers, all of which impacts the operations of Simmons Bank.
Pending Legislation
2 unchanged sentences
Effect of Governmental Monetary Policies
−Removed: The FRB uses monetary policy tools to impact interest rates, credit market conditions and money market conditions and to influence general economic conditions.
+Added: The FRB uses monetary policy tools to impact interest rates, credit market conditions and money market conditions and to influence general economic conditions, including employment, market interest and inflation rates.
These policies can have a significant impact on the absolute levels and distribution of deposits, loans and investment securities, as well as on market interest rates charged on loans or paid for deposits and other borrowings.
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.