What changed in this filing

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Item 1. Financial Statements

2022-05-06 compared with 2021-11-05 · 379 added, 423 removed, 1244 unchanged (39% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30, 2021 and December 31, 2020

September 30, December 31,

March 31, 2022 and December 31, 2021

March 31, December 31,

(In thousands, except share data) 2022 2021

4 unchanged sentences

Investment securities:

Held-to-maturity, net of allowance for credit losses of $ 1,279 and $ 2,915 at September 30, 2021 and December 31, 2020, respectively

Held-to-maturity, net of allowance for credit losses of $ 1,377 and $ 1,279 at March 31, 2022 and December 31, 2021, respectively

1,556,825 1,529,221

Available-for-sale, net of allowance for credit losses of $ 0 and $ 312 at September 30, 2021 and December 31, 2020, respectively (amortized cost of $ 6,852,465 and $ 3,397,043 at September 30, 2021 and December 31, 2020, respectively)

Available-for-sale, at estimated fair value (amortized cost of $ 7,070,582 and $ 7,130,861 at March 31, 2022 and December 31, 2021, respectively)

6,640,069 7,113,545

1 unchanged sentence

Mortgage loans held for sale 18,206 36,356

Other assets held for sale — 100

Loans 12,028,593 12,012,503

2 unchanged sentences

Premises and equipment 486,531 483,469

Premises held for sale — 15,008

Foreclosed assets and other real estate owned 5,118 6,032

13 unchanged sentences

Subordinated notes and debentures 384,242 384,131

Other liabilities held for sale — 154,620

Accrued interest and other liabilities 209,926 201,863

1 unchanged sentence

Stockholders’ equity:

Preferred stock, 40,040,000 shares authorized;

Series D, $ 0.01 par value, $ 1,000 liquidation value per share;

767 shares issued and outstanding at September 30, 2021 and December 31, 2020

Common stock, Class A, $ 0.01 par value;

175,000,000 shares authorized at September 30, 2021 and December 31, 2020;

106,603,231 and 108,077,662 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

175,000,000 shares authorized at March 31, 2022 and December 31, 2021;

112,505,555 and 112,715,444 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Surplus 2,150,453 2,164,989

Undivided profits 1,136,990 1,093,270

Accumulated other comprehensive (loss) income ( 11,429 ) 59,726

Accumulated other comprehensive loss ( 326,961 ) ( 10,545 )

Total stockholders’ equity 2,961,607 3,248,841

3 unchanged sentences

Consolidated Statements of Income

Three and Nine Months Ended September 30, 2021 and 2020

Three Months Ended September 30, Nine Months Ended

September 30,

Three Months Ended March 31, 2022 and 2021

Three Months Ended

(In thousands, except per share data) 2022 2021

(Unaudited) (Unaudited)

INTEREST INCOME

14 unchanged sentences

NON-INTEREST INCOME

Trust income 7,145 6,744 21,049 21,148

Wealth management fees 7,968 7,361

Service charges on deposit accounts 10,696 9,715

1 unchanged sentence

Mortgage lending income 4,550 6,447

SBA lending income 191 304 718 845

Investment banking income 732 557 2,081 2,005

Debit and credit card fees 7,449 6,610

Bank owned life insurance income 2,706 1,523

Gain on sale of securities, net 5,248 22,305 15,846 54,790

Gain (loss) on sale of securities, net ( 54 ) 5,471

Other income 7,266 10,500

19 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2021 and 2020

Three Months Ended

September 30, Nine Months Ended September 30,

Three Months Ended March 31, 2022 and 2021

Three Months Ended March 31,

(In thousands) 2022 2021

(Unaudited) (Unaudited)

NET INCOME $ 65,095 $ 67,420

OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized holding gains (losses) arising during the period on available-for-sale securities ( 41,398 ) 4,975 ( 95,313 ) 82,703

Reclassification adjustment for realized gains included in net income 5,248 22,305 15,846 54,790

Unrealized holding losses arising during the period on available-for-sale securities ( 465,708 ) ( 125,717 )

Reclassification adjustment for realized (loss) gains included in net income ( 54 ) 5,471

Realized loss on available-for-sale securities interest rate hedges ( 37,199 ) —

Amortization of securities transferred from available for sale to held to maturity 1,106 — 1,106 —

Amortization of net unrealized gains on securities transferred from available-for-sale to held-to-maturity ( 84 ) —

Other comprehensive income (loss), before tax effect ( 428,371 ) ( 131,188 )

Tax effect of other comprehensive income (loss) ( 8,316 ) ( 4,529 ) ( 25,176 ) 7,295

Tax effect of other comprehensive loss ( 111,955 ) ( 34,286 )

TOTAL OTHER COMPREHENSIVE INCOME (LOSS) ( 316,416 ) ( 96,902 )

COMPREHENSIVE INCOME $ 57,072 $ 53,097 $ 151,763 $ 222,554

COMPREHENSIVE INCOME (LOSS) $ ( 251,321 ) $ ( 29,482 )

See Condensed Notes to Consolidated Financial Statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2021 and 2020

(In thousands) September 30, 2021 September 30, 2020

Three Months Ended March 31, 2022 and 2021

(In thousands) March 31, 2022 March 31, 2021

OPERATING ACTIVITIES

3 unchanged sentences

Provision for credit losses ( 19,914 ) 1,445

Gain on sale of investments ( 15,846 ) ( 54,790 )

(Gain) loss on sale of investments 54 ( 5,471 )

Net accretion of investment securities and assets ( 13,176 ) ( 12,018 )

1 unchanged sentence

Stock-based compensation expense 3,941 3,852

Gain on sale of premises held for sale ( 591 ) ( 33 )

Gain on sale of foreclosed assets held for sale ( 76 ) ( 475 )

Gain on sale of premises and equipment, net of impairment — ( 177 )

Gain on sale of foreclosed assets and other real estate owned ( 235 ) ( 134 )

Gain on sale of mortgage loans held for sale ( 2,931 ) ( 11,409 )

Gain on sale of other intangibles — ( 301 )

Gain on sale of banking operations ( 5,316 ) ( 8,094 )

Fair value write-down of closed branches — 1,465

Gain on sale of branches — ( 5,300 )

Deferred income taxes 9,107 3,227

20 unchanged sentences

Purchases of held-to-maturity securities ( 44,638 ) ( 280,043 )

Purchases of bank owned life insurance ( 160,000 ) —

Proceeds from bank owned life insurance death benefits — 573

Disposition of assets and liabilities held for sale — ( 134,166 )

Net cash (used in) provided by investing activities ( 2,790,267 ) 1,206,500

Net cash used in investing activities ( 20,876 ) ( 837,272 )

FINANCING ACTIVITIES

Net change in deposits 25,874 1,192,740

Repayments of subordinated debentures — ( 5,927 )

Dividends paid on preferred stock — ( 13 )

2 unchanged sentences

Net change in federal funds purchased and securities sold under agreements to repurchase 11,425 23,942

Net shares issued (cancelled) under stock compensation plans 1,222 ( 3,355 )

Net shares (cancelled) issued under stock compensation plans ( 3,575 ) 1,172

Shares issued under employee stock purchase plan 1,151 1,170

Repurchases of common stock ( 16,055 ) ( 3,080 )

Net cash provided by financing activities 879,626 242,620

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 1,690,739 ) 1,525,508

Net cash (used in) provided by financing activities ( 3,285 ) 1,194,831

INCREASE IN CASH AND CASH EQUIVALENTS 36,364 433,311

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,650,653 3,472,152

3 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Three Months Ended September 30, 2021 and 2020

(In thousands, except share data) Preferred Stock Common

Stock Surplus Accumulated

Comprehensive

(Loss) Income Undivided

Profits Total

Three Months Ended September 30, 2021

Balance, June 30, 2021 (Unaudited) $ 767 $ 1,084 $ 2,021,128 $ 12,073 $ 1,004,314 $ 3,039,366

Comprehensive income — — — ( 23,502 ) 80,574 57,072

Stock-based compensation plans, net – 22,767 shares

— — 4,848 — — 4,848

Stock repurchases – 1,806,205 shares

— ( 18 ) ( 51,415 ) — — ( 51,433 )

Dividends on preferred stock — — — — ( 13 ) ( 13 )

Dividends on common stock – $ 0.18 per share

— — — — ( 19,309 ) ( 19,309 )

Balance, September 30, 2021 (Unaudited) $ 767 $ 1,066 $ 1,974,561 $ ( 11,429 ) $ 1,065,566 $ 3,030,531

Three Months Ended September 30, 2020

Balance, June 30, 2020 (Unaudited) $ 767 $ 1,090 $ 2,029,383 $ 54,310 $ 819,153 $ 2,904,703

Comprehensive income — — — ( 12,801 ) 65,898 53,097

Stock-based compensation plans, net – 29,392 shares

— — 2,989 — — 2,989

Dividends on preferred stock — — — — ( 13 ) ( 13 )

Dividends on common stock – $ 0.17 per share

— — — — ( 18,535 ) ( 18,535 )

Balance, September 30, 2020 (Unaudited) $ 767 $ 1,090 $ 2,032,372 $ 41,509 $ 866,503 $ 2,942,241

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Stockholders’ Equity

Nine Months Ended September 30, 2021 and 2020

Three Months Ended March 31, 2022 and 2021

(In thousands, except share data) Preferred Stock Common

3 unchanged sentences

Profits Total

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

Balance, December 31, 2021 $ — $ 1,127 $ 2,164,989 $ ( 10,545 ) $ 1,093,270 $ 3,248,841

6 unchanged sentences

— ( 5 ) ( 16,050 ) — — ( 16,055 )

Dividends on preferred stock

— — — — ( 39 ) ( 39 )

Dividends on common stock – $ 0.19 per share

— — — — ( 21,375 ) ( 21,375 )

Balance, September 30, 2021 (Unaudited) $ 767 $ 1,066 $ 1,974,561 $ ( 11,429 ) $ 1,065,566 $ 3,030,531

Nine Months Ended September 30, 2020

Balance, March 31, 2022 (Unaudited) $ — $ 1,125 $ 2,150,453 $ ( 326,961 ) $ 1,136,990 $ 2,961,607

Three Months Ended March 31, 2021

Balance, December 31, 2020 $ 767 $ 1,081 $ 2,014,076 $ 59,726 $ 901,006 $ 2,976,656

Impact of ASU 2016-13 adoption — — — — ( 128,101 ) ( 128,101 )

Comprehensive income — — — ( 96,902 ) 67,420 ( 29,482 )

8 unchanged sentences

— — — — ( 19,500 ) ( 19,500 )

Balance, September 30, 2020 (Unaudited) $ 767 $ 1,090 $ 2,032,372 $ 41,509 $ 866,503 $ 2,942,241

Balance, March 31, 2021 (Unaudited) $ 767 $ 1,083 $ 2,017,188 $ ( 37,176 ) $ 948,913 $ 2,930,775

See Condensed Notes to Consolidated Financial Statements.

8 unchanged sentences

checking, savings and time deposits;

and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from approximately 185 financial centers as of September 30, 2021, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from 197 financial centers as of March 31, 2022, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

Basis of Presentation

13 unchanged sentences

These transaction fees, as well as additional certain prior year amounts, have been reclassified to conform to the current year financial statement presentation.

These changes and reclassifications did not impact previously reported net income or comprehensive income.

These changes and reclassifications did not impact previously reported net income or comprehensive income and were not material to the consolidated financial statements.

Recently Adopted Accounting Standards

4 unchanged sentences

On March 5, 2021, the U.K.

Financial Conduct Authority (“FCA”) announced that the majority of LIBOR rates will no longer be published after December 31, 2021, although a number of key settings will continue until June

2023, to support the rundown of legacy contracts only.

Financial Conduct Authority (“FCA”) announced that the majority of

LIBOR rates will no longer be published after December 31, 2021, although a number of key settings will continue until June 2023, to support the rundown of legacy contracts only.

As a result, LIBOR should be discontinued as a reference rate.

6 unchanged sentences

The Company formed a LIBOR Transition Team in 2020, has created standard LIBOR replacement language for new and modified loan notes, and is monitoring the remaining loans with LIBOR rates monthly to ensure progress in updating these loans with acceptable LIBOR replacement language or converting them to other interest rates.

The Company has not been offering LIBOR-indexed rates originated by other banks, subject to the Company’s determination that the LIBOR replacement language in the loan documents meets the Company’s standards.

Pursuant to the Interagency Statement on LIBOR Transition issued in November 2020, the Company will not enter into any new LIBOR-based credit agreements after December 31, 2021.

During 2021, the Company did not offer LIBOR-indexed rates on loans which it originated, although it did participate in some shared credit agreements originated by other banks subject to the Company’s determination that the LIBOR replacement language in the loan documents met the Company’s standards.

Pursuant to the Joint Regulatory Statement on LIBOR transition issued in October 2021, the Company, as of January 1, 2022, is not entering into any new LIBOR-based credit agreements and is not extending, renewing, or modifying any prior LIBOR credit agreements without requiring conversion of the agreements to other interest rates.

The adoption of ASU 2020-04 has not had a material impact on the Company’s financial position or results of operations.

5 unchanged sentences

ASU 2021-01 did not have a material impact on the Company’s financial position or results of operations.

Income Taxes – In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), that removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes.

ASU 2019-12 introduces the following new guidance:

i) guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction and ii) a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax.

Additionally, ASU 2019-12 changes the following current guidance:

i) making an intraperiod allocation, if there is a loss in continuing operations and gains outside of continuing operations, ii) determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting, iii) accounting for tax law changes and year-to-date losses in interim periods, and iv) determining how to apply the income tax guidance to franchise taxes that are partially based on income.

ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2020.

The adoption of ASU 2019-12 did not have a material impact on the Company’s operations, financial position or disclosures.

Fair Value Measurement Disclosures – In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), that eliminates, amends and adds disclosure requirements for fair value measurements.

These amendments are part of FASB’s disclosure review project and are expected to reduce costs for preparers while providing more decision-useful information for financial statement users.

The eliminated disclosure requirements include the 1) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy;

2) the policy of timing of transfers between levels of the fair value hierarchy;

and 3) the valuation processes for Level 3 fair value measurements.

Among other modifications, the amended disclosure requirements remove the term “at a minimum” from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities and clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.

Under the new disclosure requirements, entities must disclose the changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.

ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted.

The adoption of ASU 2018-13 did not have a material impact on the Company’s fair value disclosures.

Credit Losses on Financial Instruments – In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires earlier measurement of credit losses, expands the range of information considered in determining expected credit losses and enhances disclosures.

The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

The amendments replaced the incurred loss impairment methodology in US GAAP with a methodology (the current expected credit losses, or “CECL”, methodology) that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity debt securities and other receivables measured at amortized cost at the time the financial asset is originated or acquired.

The allowance for credit losses is adjusted each period for changes in expected lifetime credit losses.

This methodology replaced the multiple existing impairment methods in previous guidance, which generally required that a loss be incurred before it is recognized.

Within the life cycle of a loan or other financial asset, this new guidance will generally result in the earlier recognition of the provision for credit losses and the related allowance for credit losses than previous practice.

For available-for-sale debt securities that the Company intends to hold and where fair value is less than cost, credit-related impairment, if any, will be recognized through an allowance for credit losses and adjusted each period for changes in credit risk.

The effective date for these amendments was for fiscal years beginning after December 15, 2019.

In preparation for implementation of ASU 2016-13, the Company formed a cross functional team that assessed its data and system needs and evaluated the potential impact of adopting the new guidance.

The Company anticipated a significant change in the processes and procedures to calculate the loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the prior accounting practice that utilized the incurred loss model.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed in to law by the President of the United States (“President”) and allows the option to temporarily defer or suspend the adoption of ASU 2016-13.

During the deferral, a registrant would continue to use the incurred loss model for the allowance for loan and lease losses and would be in accordance with US GAAP.

The Company did not elect to temporarily defer the adoption of ASU 2016-13 and adopted the new standard as of January 1, 2020.

Upon adoption, the Company recorded an additional allowance for credit losses on loans of approximately $ 151.4 million and an adjustment to the reserve for unfunded commitments recorded in other liabilities of $ 24.0 million.

The Company also recorded an additional allowance for credit losses on investment securities of $ 742,000 .

The impact at adoption was reflected as an adjustment to beginning retained earnings, net of income taxes, in the amount of $ 128.1 million.

The significant impact to the Company’s allowance for credit losses at the date of adoption was driven by the substantial amount of loans acquired held by the Company.

The Company had approximately one third of total loans categorized as acquired at the adoption date with very little reserve allocated to them due to the previous incurred loss impairment methodology.

As such, the amount of the CECL adoption impact was greater on the Company when compared to a non-acquisitive bank of a similar size.

In December 2018, the Federal Reserve, Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation (“FDIC”) (collectively, the “agencies”) issued a final rule revising regulatory capital rules in anticipation of the adoption of ASU 2016-13 that provided an option to phase in over a three year period on a straight line basis the day-one impact on earnings and Tier 1 capital (the “CECL Transition Provision”).

In March 2020 and in response to the COVID-19 pandemic, the agencies issued a new regulatory capital rule revising the CECL Transition Provision to delay the estimated impact on regulatory capital stemming from the implementation of ASU 2016-13.

The rule provides banking organizations that implement CECL before the end of 2020 the option to delay for two years an estimate of CECL’s effect on regulatory capital, followed by a three-year transition period (the “2020 CECL Transition Provision”).

The Company elected to apply the 2020 CECL Transition Provision.

The Company used the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchased credit impaired (“PCI”) and accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality .

The Company increased the allowance for credit losses by approximately $ 5.4 million at adoption for the assets previously identified as PCI.

In accordance with ASU 2016-13, the Company did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption.

Recently Issued Accounting Standards

Leases - In July 2021, the FASB issued ASU No.

4 unchanged sentences

ASU 2021-05 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted.

The Company is currently evaluating the impact of this standard, but the standard is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

There have been no other significant changes to the Company’s accounting policies from the 2020 Form 10-K.

The adoption of ASU No.

2021-05 did not have a material impact on the Company’s results of operations, financial position or disclosures.

Recently Issued Accounting Standards

Fair Value Hedging - In March 2022, the FASB issued ASU No.

2022-01, Derivatives and Hedging (Topic 815):

Fair Value Hedging - Portfolio Layer Method (“ASU 2022-01”), which clarifies the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets.

This ASU amends the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible.

ASU 2022-01 renames that method the “portfolio layer” method and expands the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets.

This scope expansion is consistent with the FASB’s efforts to simplify hedge accounting and allows entities to apply the same method to similar hedging strategies.

ASU 2022-01 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted.

The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position and disclosures.

Credit Losses on Financial Instruments - In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination.

The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings made to borrowers experiencing financial difficulty.

ASU 2022-02 is effective for public business entities for fiscal years, and

interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted.

The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position and disclosures.

There have been no other significant changes to the Company’s accounting policies as previously reported (disclosed) in the 2021 Form 10-K.

Presently, the Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on its present or future financial position or results of operations.

ACQUISITIONS (Subsequent Event)

Landmark Community Bank

On June 4, 2021, the Company and the Bank entered into an Agreement and Plan of Merger (“Landmark Agreement”) with Landmark Community Bank (“Landmark”), headquartered in Collierville, Tennessee.

The merger was completed on October 8, 2021, at which time Landmark was merged with and into the Bank, with the Bank continuing as the surviving entity.

Pursuant to the terms of the Landmark Agreement, holders of Landmark’s common stock and common stock equivalents received, in the aggregate, 4,499,872 shares of the Company’s common stock and $ 6,451,727.43 in cash.

Prior to the acquisition, Landmark conducted banking business from 8 branches located in the Memphis and Nashville, Tennessee, metropolitan areas.

As of September 30, 2021, Landmark had approximately $ 978.8 million in assets, $ 784.4 million in loans and $ 813.3 million in deposits.

On October 8, 2021, the Company completed its acquisition of Landmark Community Bank (“Landmark”) pursuant to the terms of the Agreement and Plan of Merger dated as of June 4, 2021 (“Landmark Agreement”), at which time Landmark merged with and into Simmons Bank, with Simmons Bank continuing as the surviving entity.

The Company issued 4,499,872 shares of its common stock valued at approximately $ 138.2 million as of October 8, 2021, plus $ 6,451,727.43 in cash, in exchange for all outstanding shares of Landmark capital stock (and common stock equivalents) to effect the merger.

Prior to the acquisition, Landmark, headquartered in Collierville, Tennessee, conducted banking business from 8 branches located in the Memphis and Nashville, Tennessee, metropolitan areas.

Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $ 968.8 million in assets, including approximately $ 789.5 million in loans (inclusive of loan discounts), and approximately $ 802.7 million in deposits.

Goodwill of $ 31.5 million was recorded as a result of the transaction.

The merger strengthened the Company’s market share and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded.

The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Landmark acquisition, as of the acquisition date, is as follows:

(In thousands) Acquired from Landmark Fair Value Adjustments Fair Value

Assets Acquired

Cash and due from banks $ 27,591 $ — $ 27,591

Due from banks - time 100 — 100

Investment securities 114,793 ( 125 ) 114,668

Loans acquired 785,551 3,953 789,504

Allowance for credit losses on loans ( 5,980 ) 3,621 ( 2,359 )

Premises and equipment 9,540 ( 4,099 ) 5,441

Bank owned life insurance 21,287 — 21,287

Core deposit intangible 88 4,071 4,159

Other assets 13,036 ( 4,655 ) 8,381

Total assets acquired $ 966,006 $ 2,766 $ 968,772

(In thousands) Acquired from Landmark Fair Value Adjustments Fair Value

Liabilities Assumed

Non-interest bearing transaction accounts $ 110,393 $ — $ 110,393

Interest bearing transaction accounts and savings deposits 425,777 — 425,777

Time deposits 266,835 ( 334 ) 266,501

Total deposits 803,005 ( 334 ) 802,671

Other borrowings 47,023 — 47,023

Accrued interest and other liabilities 8,459 ( 3,122 ) 5,337

Total liabilities assumed 858,487 ( 3,456 ) 855,031

Equity 107,519 ( 107,519 ) —

Total equity assumed 107,519 ( 107,519 ) —

Total liabilities and equity assumed $ 966,006 $ ( 110,975 ) $ 855,031

Net assets acquired 113,741

Purchase price 145,195

Goodwill $ 31,454

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the merger.

Due to the recent closing, management remains in the early stages of reviewing the estimated fair values and evaluating the assumed tax positions of this merger.

The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the merger.

Management will continue to review the estimated fair values and evaluate the assumed tax positions.

The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the completion of the merger.

Therefore, adjustments to the estimated amounts and carrying values may occur.

The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Landmark subsequent to the acquisition date.

Triumph Bancshares, Inc.

On June 4, 2021, the Company entered into an Agreement and Plan of Merger (“Triumph Agreement”) with Triumph Bancshares, Inc.

(“Triumph”), the parent company of Triumph Bank, headquartered in Memphis, Tennessee.

The merger was completed on October 8, 2021, at which time Triumph was merged with and into the Company, with the Company continuing as the surviving corporation.

Pursuant to the terms of the Triumph Agreement, holders of Triumph’s common stock and common stock equivalents received, in the aggregate, 4,164,712 shares of the Company’s common stock and $ 1,693,402.93 in cash.

Prior to the acquisition, Triumph conducted banking business from 6 branches located in the Memphis and Nashville, Tennessee, metropolitan areas.

As of September 30, 2021, Triumph had approximately $ 855.3 million in assets, $ 708.0 million in loans and $ 724.0 million in deposits.

On October 8, 2021, the Company completed its merger with Triumph Bancshares, Inc.

(“Triumph”) pursuant to the terms of the Agreement and Plan of Merger dated as of June 4, 2021 (“Triumph Agreement”), at which time Triumph merged with and into the Company, with the Company continuing as the surviving corporation.

The Company issued 4,164,712 shares of its common stock valued at approximately $ 127.9 million as of October 8, 2021, plus $ 1,693,402.93 in cash, in exchange for all outstanding shares of Triumph capital stock (and common stock equivalents) to effect the merger.

Prior to the acquisition, Triumph, headquartered in Memphis, Tennessee, conducted banking business through its subsidiary bank, Triumph Bank, from 6 branches located in the Memphis and Nashville, Tennessee, metropolitan areas.

Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $ 846.9 million in assets, including approximately $ 698.8 million in loans (inclusive of loan discounts), and approximately $ 719.7 million in deposits.

Goodwill of $ 40.2 million was recorded as a result of the transaction.

The merger strengthened the Company’s market share and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded.

The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Triumph acquisition, as of the acquisition date, is as follows:

(In thousands) Acquired from Triumph Fair Value Adjustments Fair Value

Assets Acquired

Cash and due from banks $ 7,484 $ — $ 7,484

Due from banks - time 495 — 495

Investment securities 130,571 ( 1,116 ) 129,455

Loans acquired 702,460 ( 3,674 ) 698,786

Allowance for credit losses on loans ( 12,617 ) 1,525 ( 11,092 )

Premises and equipment 2,774 484 3,258

Goodwill 1,550 ( 1,550 ) —

Core deposit intangible — 5,136 5,136

Other assets 12,806 594 13,400

Total assets acquired 845,523 1,399 846,922

Liabilities Assumed

Non-interest bearing transaction accounts $ 115,729 $ — $ 115,729

Interest bearing transaction accounts and savings deposits 383,434 — 383,434

Time deposits 219,477 1,094 220,571

Total deposits 718,640 1,094 719,734

Other borrowings 2,854 — 2,854

Subordinated debentures 30,700 — 30,700

Accrued interest and other liabilities 2,882 455 3,337

Total liabilities assumed 755,076 1,549 756,625

Equity 90,446 ( 90,446 ) —

Total equity assumed 90,446 ( 90,446 ) —

Total liabilities and equity assumed $ 845,522 $ ( 88,897 ) $ 756,625

Net assets acquired 90,297

Purchase price 130,544

Goodwill $ 40,247

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the merger.

Management will continue to review the estimated fair values and evaluate the assumed tax positions.

The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the completion of the merger.

Therefore, adjustments to the estimated amounts and carrying values may occur.

The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Triumph subsequent to the acquisition date.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the acquisitions above.

Cash and due from banks and time deposits due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material.

Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Loans acquired – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was

amortizing, and current discount rates.

The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.

The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows.

Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.

See Note 5, Loans and Allowance for Credit Losses, in the accompanying Notes to Consolidated Financial Statements for additional information related to purchased financial assets with credit deterioration.

Premises and equipment – Bank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired.

Bank owned life insurance – Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Goodwill – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill.

Goodwill established prior to the acquisitions, if applicable, was written off.

Core deposit intangible – This intangible asset represents the value of the relationships that the acquired banks had with their deposit customers.

The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits.

Any core deposit intangible established prior to the acquisitions, if applicable, was written off.

Other assets – The fair value adjustment results from certain assets whose value was estimated to be more or less than book value, such as certain prepaid assets, receivables and other miscellaneous assets.

Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date.

The Company performed a fair value analysis of the estimated weighted average interest rate of the certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference when material.

Securities sold under agreement to repurchase – The carrying amount of securities sold under agreement to repurchase is a reasonable estimate of fair value based on the short-term nature of these liabilities.

Other borrowings – The fair value of other borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Subordinated debentures – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest and other liabilities – The fair value adjustment results from certain liabilities whose value was estimated to be more or less than book value, such as certain accounts payable and other miscellaneous liabilities.

The adjustment also establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition.

The carrying amount of accrued interest and the remainder of other liabilities was deemed to be a reasonable estimate of fair value.

Spirit of Texas Bancshares, Inc.

(Subsequent Event)

On November 19, 2021, the Company announced that it had entered into an Agreement and Plan of Merger (“Spirit Agreement”) with Spirit of Texas Bancshares, Inc.

(“Spirit”), headquartered in Conroe, Texas, to acquire Spirit, including its wholly-owned bank subsidiary, Spirit of Texas Bank SSB.

The merger was completed on April 8, 2022, at which time Spirit was merged with and into the Company, with the Company continuing as the surviving corporation.

Pursuant to the terms of the Spirit Agreement, holders of Spirit’s common stock and common stock equivalents received, in the aggregate, 18,275,074 shares of the Company’s common stock and $ 1,393,508.24 in cash.

Prior to the acquisition, Spirit conducted banking business from 35 branches located primarily in the Texas Triangle - consisting of Dallas-Fort Worth, Houston, San Antonio and Austin metropolitan areas - with additional locations in the Bryan-College Station, Corpus Christi and Tyler metropolitan areas, along with offices in North Central and South Texas.

As of March 31, 2022, Spirit had approximately $ 3.22 billion in assets, $ 2.38 billion in loans and $ 2.74 billion in deposits.

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the merger.

Due to the recent closing, management remains in the early stages of reviewing the estimated fair values and evaluating the assumed tax positions of this merger.

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INVESTMENT SECURITIES

Held-to-maturity securities (“HTM”), which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts.

Held-to-maturity (“HTM”) securities, which include any security for which the Company has the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts.

Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the security’s estimated life.

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Premiums on callable securities are amortized to their earliest call date.

Available-for-sale securities (“AFS”), which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value.

Available-for-sale (“AFS”) securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value.

Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in other income.

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Premiums on callable securities are amortized to their earliest call date.

During the third quarter of 2021, the Company transferred, at fair value, $ 500.8 million of securities from the available-for-sale portfolio to the held-to-maturity portfolio.

The related net unrealized gains of $ 1.1 million remained in accumulated other comprehensive income (loss) and will be amortized over the remaining life of the securities.

During the quarter ended September 30, 2021, the Company transferred, at fair value, $ 500.8 million of securities from the available-for-sale portfolio to the held-to-maturity portfolio.

The related remaining net unrealized gains of $ 918,000 in accumulated other comprehensive income (loss) will be amortized over the remaining life of the securities.

No gains or losses on these securities were recognized at the time of transfer.

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Held-to-maturity

September 30, 2021

March 31, 2022

Government agencies $ 232,670 $ — $ 232,670 $ — $ ( 31,510 ) $ 201,160

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December 31, 2021

Government agencies $ 232,609 $ — $ 232,609 $ — $ ( 7,914 ) $ 224,695

Mortgage-backed securities 70,342 — 70,342 232 ( 1,425 ) 69,149

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Mortgage-backed securities (“MBS”) are commercial MBS, secured by commercial properties, and residential MBS, generally secured by single-family residential properties.

As of September 30, 2021, HTM MBS consists of $ 5.4 million and $ 52.5 million of commercial MBS and residential MBS, respectively.

All mortgage-backed securities included in the table above were issued by U.S.

government agencies or corporations.

As of March 31, 2022, HTM MBS consists of $ 4.4 million and $ 108.1 million of commercial MBS and residential MBS, respectively.

As of December 31, 2021, HTM MBS consists of $ 4.9 million and $ 65.5 million of commercial MBS and residential MBS, respectively.

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Available-for-sale

September 30, 2021

March 31, 2022

Treasury $ — $ — $ — $ — $ —

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December 31, 2021

Treasury $ 300 $ — $ — $ — $ 300

Government agencies 374,754 — 495 ( 10,608 ) 364,641

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Total AFS $ 7,130,861 $ — $ 44,005 $ ( 61,321 ) $ 7,113,545

As of September 30, 2021, AFS MBS consists of $ 1.56 billion and $ 2.86 billion of commercial MBS and residential MBS, respectively.

As of December 31, 2020, AFS MBS consists of $ 406.1 million and $ 988.8 million of commercial MBS and residential MBS, respectively.

Accrued interest receivable on HTM and AFS securities at September 30, 2021 was $ 8.3 million and $ 20.9 million, respectively, and is included in interest receivable on the consolidated balance sheets.

As of March 31, 2022, AFS MBS consists of $ 1.46 billion and $ 2.70 billion of commercial MBS and residential MBS, respectively.

As of December 31, 2021, AFS MBS consists of $ 1.53 billion and $ 2.92 billion of commercial MBS and residential MBS, respectively.

Accrued interest receivable on HTM and AFS securities at March 31, 2022 was $ 7.9 million and $ 23.1 million, respectively, and is included in interest receivable on the consolidated balance sheets.

The Company has made the election to exclude all accrued interest receivable from securities from the estimate of credit losses.

The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of September 30, 2021, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of March 31, 2022, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

Less Than 12 Months 12 Months or More Total

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Total AFS $ 4,087,530 $ ( 251,450 ) $ 1,603,080 $ ( 184,476 ) $ 5,690,610 $ ( 435,926 )

As of September 30, 2021, the Company’s investment portfolio included $ 6.8 billion of AFS securities, of which $ 3.8 billion, or 56.3 %, were in an unrealized loss position that were not deemed to have credit losses.

As of March 31, 2022, the Company’s investment portfolio included $ 6.64 billion of AFS securities, of which $ 5.69 billion, or 85.7 %, were in an unrealized loss position that were not deemed to have credit losses.

A portion of the unrealized losses were related to the Company’s MBS, which are issued and guaranteed by U.S.

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Furthermore, the decline in fair value for each of the above AFS securities is attributable to the rates for those investments yielding less than current market rates.

Management does not believe any of the securities are impaired due to reasons of credit quality.

Management does not believe any of the securities are impaired due to reasons of credit

Management believes the declines in fair value for the securities are temporary.

Management does not have the intent to

sell the securities, and management believes it is more likely than not the Company will not have to sell the securities before recovery of their amortized cost basis.

Management does not have the intent to sell the securities, and management believes it is more likely than not the Company will not have to sell the securities before recovery of their amortized cost basis.

Allowance for Credit Losses

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Regarding securities issued by state and political subdivisions and other HTM securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) internal forecasts, and (v) whether or not such securities provide insurance or other credit enhancement or are pre-refunded by the issuers.

The following table details activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2021 on the Company’s HTM and AFS securities portfolios.

The following table details activity in the allowance for credit losses by investment security type for the three months ended March 31, 2022 and 2021 on the Company’s HTM and AFS securities portfolio.

(In thousands) State and Political Subdivisions Other

Securities Total

Three Months Ended September 30, 2021

Held-to-maturity

Beginning balance, July 1, 2021 $ 871 $ 261 $ 1,132

Provision for credit loss expense 325 ( 325 ) —

Recoveries — 147 147

Ending balance, September 30, 2021 $ 1,196 $ 83 $ 1,279

Available-for-sale

Beginning balance, July 1, 2021 $ — $ — $ —

Net decrease in allowance on previously impaired securities — — —

Ending balance, September 30, 2021 $ — $ — $ —

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

Held-to-maturity

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Recoveries 88 10 98

Ending balance, September 30, 2021 $ 1,196 $ 83 $ 1,279

Available-for-sale

Beginning balance, January 1, 2021 $ 217 $ 95 $ 312

Reduction due to sales — ( 11 ) ( 11 )

Net decrease in allowance on previously impaired securities ( 217 ) ( 84 ) ( 301 )

Ending balance, September 30, 2021 $ — $ — $ —

Activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2020 on the Company’s HTM and AFS securities portfolio was as follows:

(In thousands) State and Political Subdivisions Other

Securities Total

Three Months Ended September 30, 2020

Held-to-maturity

Beginning balance, July 1, 2020 $ 95 $ 212 $ 307

Provision for credit loss expense ( 22 ) 88 66

Ending balance, September 30, 2020 $ 73 $ 300 $ 373

Available-for-sale

Beginning balance, July 1, 2020 $ 371 $ 238 $ 609

Credit losses on securities not previously recorded 1,137 23 1,160

Reduction due to sales $ ( 294 ) $ — $ ( 294 )

Net decrease in allowance on previously impaired securities ( 66 ) ( 201 ) ( 267 )

Ending balance, September 30, 2020 $ 1,148 $ 60 $ 1,208

Nine Months Ended September 30, 2020

Ending balance, March 31, 2022 $ 1,285 $ 92 $ 1,377

Three Months Ended March 31, 2021

Held-to-maturity

Beginning balance, January 1, 2021 $ 2,307 $ 608 $ 2,915

Impact of ASU 2016-13 adoption

Provision for credit loss expense ( 1,265 ) 568 ( 697 )

Ending balance, September 30, 2020 $ 73 $ 300 $ 373

Securities charged off — ( 600 ) ( 600 )

Ending balance, March 31, 2021 $ 1,042 $ 576 $ 1,618

Available-for-sale

Beginning balance, January 1, 2021 $ 217 $ 95 $ 312

Impact of ASU 2016-13 adoption

Credit losses on securities not previously recorded 61 2,237 2,298

Reduction due to sales — ( 11 ) ( 11 )

Net increase in allowance on previously impaired securities ( 111 ) ( 18 ) ( 129 )

Ending balance, September 30, 2020 $ 1,148 $ 60 $ 1,208

Based upon the Company’s analysis of the underlying risk characteristics of its AFS portfolio, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to AFS securities recorded in the third quarter of 2021 and it was reduced by $ 312,000 during the nine months ended September 30, 2021.

During the three and nine months ended September 30, 2020, the provision for credit losses was $ 599,000 and $ 835,000 , respectively, related to AFS securities.

The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of September 30, 2021:

Net decrease in allowance on previously impaired securities ( 214 ) 69 ( 145 )

Ending balance, March 31, 2021 $ 64 $ 2,390 $ 2,454

During the three months ended March 31, 2021, the provision for credit losses related to AFS securities was $ 2.1 million.

The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of March 31, 2022:

State and Political Subdivisions

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Pre-refunded securities, if any, have been defeased by the issuer and are fully secured by cash and/or U.S.

securities held in escrow for payment to holders when the underlying call dates of the securities are reached.

Treasury securities held in escrow for payment to holders when the underlying call dates of the securities are reached.

Securities with other credit enhancement or insurance continue to make timely principal and interest payments under the contractual terms of the securities.

Accordingly, no allowance for credit losses has been recorded for these securities as there is no current expectation of credit losses related to these securities.

Income earned on securities for the three and nine months ended September 30, 2021 and 2020, is as follows:

Income earned on securities for the three months ended March 31, 2022 and 2021, is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2022 2021

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Total $ 33,712 $ 21,573

The amortized cost and estimated fair value by maturity of securities as of September 30, 2021 are shown in the following table.

The amortized cost and estimated fair value by maturity of securities as of March 31, 2022 are shown in the following table.

Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options.

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Total $ 1,558,202 $ 1,307,058 $ 7,070,582 $ 6,640,069

The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 3.69 billion at September 30, 2021 and $ 2.01 billion at December 31, 2020.

There were approximately $ 5.3 million of gross realized gains and $ 24,500 of gross realized losses from the sale of securities during the three months ended September 30, 2021, and approximately $ 15.9 million of gross realized gains and $ 63,600 of gross realized losses from the sale of securities during the nine months ended September 30, 2021.

The Company sold approximately $ 342.6 million of investment securities during the nine months ended September 30, 2021.

There were approximately $ 22.3 of gross realized gains and $ 1,700 of gross realized losses from the sale of securities during the three months ended September 30, 2020, and approximately $ 54.8 million of gross realized gains and $ 4,400 of gross realized losses from the sale of securities during the nine months ended September 30, 2020.

During the first half of 2020, the Company sold approximately $ 1.7 billion of investment securities to create additional liquidity.

The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 3.66 billion at March 31, 2022 and $ 3.88 billion at December 31, 2021.

There were approximately $ 37,000 of gross realized gains and $ 91,000 of gross realized losses from the sale and calls of securities during the three months ended March 31, 2022.

There were approximately $ 5.5 million of gross realized gains and $ 13,000 of gross realized losses from the sale of securities during the three months ended March 31, 2021.

The income tax expense/benefit related to security gains/losses was 26.135 % of the gross amounts in 2022 and 2021.

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The loan and deposit balances of the Illinois Branches were $ 354,000 and $ 137.9 million, respectively.

The Company recognized a gain on sale of $ 5.3 million related to the Illinois Branches in the nine month period ended September 30, 2021.

As of September 30, 2021, there were no outstanding other liabilities held for sale.

The Company recognized a gain on sale of $ 5.3 million related to the Illinois Branches in the three month period ended March 31, 2021.

As of March 31, 2022, there were no outstanding other liabilities held for sale.

LOANS AND ALLOWANCE FOR CREDIT LOSSES

At September 30, 2021, the Company’s loan portfolio was $ 10.83 billion, compared to $ 12.90 billion at December 31, 2020.

At March 31, 2022, the Company’s loan portfolio was $ 12.03 billion, compared to $ 12.01 billion at December 31, 2021.

The various categories of loans are summarized as follows:

September 30, December 31,

March 31, December 31,

(In thousands) 2022 2021

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The above table presents total loans at amortized cost.

The difference between amortized cost and unpaid principal balance is primarily premiums and discounts associated with acquisition date fair value adjustments on acquired loans as well as net deferred origination fees totaling $ 29.4 million and $ 57.3 million at September 30, 2021 and December 31, 2020, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 39.2 million and $ 54.4 million at September 30, 2021 and December 31, 2020, respectively, and is included in interest receivable on the consolidated balance sheets.

The difference between amortized cost and unpaid principal balance is primarily premiums and discounts associated with acquisition date fair value adjustments on acquired loans as well as net deferred origination fees totaling $ 16.7 million and $ 21.5 million at March 31, 2022 and December 31, 2021, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 38.4 million and $ 39.8 million at March 31, 2022 and December 31, 2021, respectively, and is included in interest receivable on the consolidated balance sheets.

Loan Origination/Risk Management – The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral;

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The loan portfolio is diversified by borrower, purpose and industry.

The Company seeks to use diversification within the loan portfolio to reduce its credit risk, thereby minimizing the adverse impact on the portfolio if weaknesses develop in either the

economy or a particular segment of borrowers.

The Company seeks to use diversification within the loan portfolio to reduce its credit risk, thereby minimizing the adverse impact on the portfolio if weaknesses develop in either the economy or a particular segment of borrowers.

Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default.

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PPP loans have a zero percent risk-weight for regulatory capital ratios.

As of September 30, 2021 and December 31, 2020, the total outstanding balance of PPP loans was $ 212.1 million and $ 904.7 million, respectively.

As of March 31, 2022 and December 31, 2021, the total outstanding balance of PPP loans was $ 61.9 million and $ 116.7 million, respectively.

Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.

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The amortized cost basis of nonaccrual loans segregated by category of loans are as follows:

September 30, December 31,

March 31, December 31,

(In thousands) 2022 2021

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Total $ 64,096 $ 68,204

As of September 30, 2021 and December 31, 2020, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 20.2 million and $ 16.8 million, respectively.

As of March 31, 2022 and December 31, 2021, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 9.3 million and $ 14.5 million, respectively.

These loans are individually assessed and do not hold an allowance due to being adequately collateralized under the collateral-dependent valuation method.

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Loans 90 Days

September 30, 2021

March 31, 2022

Credit cards $ 840 $ 362 $ 1,202 $ 183,170 $ 184,372 $ 238

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The Company returns TDRs to accrual status only if (1) all contractual amounts due can reasonably be expected to be repaid within a prudent period and (2) repayment has been in accordance with the contract for a sustained period, typically at least six months.

The provisions in the CARES Act included an election to not apply the guidance on accounting for TDRs to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) December 31, 2020 or (ii) 60 days after the President terminates the COVID-19 national emergency declaration.

In March 2020, the federal financial institution regulatory agencies issued an interagency statement encouraging financial institutions to work constructively with borrowers affected by COVID-19 and provided information regarding loan modifications.

The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019.

The Company elected to adopt these provisions of the CARES Act.

In response to the concerns related to the expiration of the applicable period for which the election to not apply the guidance on accounting for TDRs to loan modifications, the CARES Act was amended in late fourth quarter of 2020 to extend COVID-19 relief related to loan modifications to the earlier of (i) January 1, 2022 or (ii) 60 days after the President terminates the COVID-19 national emergency declaration.

As of September 30, 2021, the Company had 35 COVID-19 loan modifications outstanding in the amount of $ 82.0 million.

Deferred interest on these loan modifications will be collected at the end of the note or once regular payments are resumed.

TDRs are individually evaluated for expected credit losses.

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(Dollars in thousands) Number Balance Number Balance Number Balance

September 30, 2021

March 31, 2022

Single-family residential 23 $ 2,238 14 $ 1,167 37 $ 3,405

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Total 26 $ 3,424 17 $ 2,618 43 $ 6,042

Accruing TDR Loans Nonaccrual TDR Loans Total TDR Loans

(Dollars in thousands) Number Balance Number Balance Number Balance

December 31, 2021

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Total 31 $ 4,289 18 $ 2,650 49 $ 6,939

The following table presents loans that were restructured as TDRs during the nine month periods ended September 30, 2021 and 2020.

There were no loans restructured as TDRs during the three month periods ended September 30, 2021 and 2020.

(Dollars in thousands) Number of loans Balance Prior to TDR Balance at September 30, Change in Maturity Date Change in Rate Financial Impact on Date of Restructure

Nine Months Ended Sept 30, 2021

Other commercial 1 $ 784 $ 778 $ — $ 778 $ —

Total real estate 1 $ 784 $ 778 $ — $ 778 $ —

Nine Months Ended Sept 30, 2020

Single-family residential 5 $ 1,948 $ 1,896 $ 1,896 $ — $ —

Total real estate 5 $ 1,948 $ 1,896 $ 1,896 $ — $ —

During the nine months ended September 30, 2021, the Company modified one loan with a recorded investment of $ 784,000 prior to modification which was deemed a TDR.

The restructured loan was modified by deferring amortized principal payments and requiring interest only payments for a period of up to 12 months.

A specific reserve of approximately $ 5,100 was recorded with respect to this TDR.

Also, there was no immediate financial impact from the restructuring of this loan, as it was not considered necessary to charge-off interest or principal on the date of restructure.

During the nine months ended September 30, 2020, the Company modified five loans with a recorded investment of $ 1.9 million prior to modification which was deemed troubled debt restructuring.

The restructured loan was modified by deferring amortized principal payments, changing the maturity date and requiring interest only payments for a period of up to 12 months.

reserve of $ 16,600 was determined necessary for this loan.

Also, there was no immediate financial impact from the restructuring of this loan, as it was not considered necessary to charge-off interest or principal on the date of restructure.

Additionally, there were no loans considered TDRs for which a payment default occurred during the nine months ended September 30, 2021.

There was one commercial loan considered a TDR for which a payment default occurred during the nine months ended September 30, 2020.

There were no loans restructured as TDRs during the three month periods ended March 31, 2022 and 2021.

Additionally, there were no loans considered TDRs for which a payment default occurred during the three months ended March 31, 2022 and 2021.

The Company defines a payment default as a payment received more than 90 days after its due date.

There were no TDRs with pre-modification loan balances for which Other Real Estate Owned (“OREO”) was received in full or partial satisfaction of the loans during the three and nine month periods ended September 30, 2021 or 2020.

At September 30, 2021 and December 31, 2020, the Company had $ 2.9 million and $ 7.2 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.

At September 30, 2021 and December 31, 2020, the Company had $ 1.6 million and $ 3.2 million, respectively, of OREO secured by residential real estate properties.

There were no TDRs with pre-modification loan balances for which Other Real Estate Owned (“OREO”) was received in full or partial satisfaction of the loans during the three month periods ended March 31, 2022 or 2021.

At March 31, 2022 and December 31, 2021, the Company had $ 1,143,000 and $ 1,806,000 , respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.

At March 31, 2022 and December 31, 2021, the Company had $ 647,000 and $ 831,000 , respectively, of OREO secured by residential real estate properties.

Credit Quality Indicators – As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk rating of commercial and real estate loans, (ii) the level of classified commercial and real estate loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions of the Company’s local markets.

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Borrowers may be experiencing adverse operating trends or an ill-proportioned balance sheet.

Non-financial characteristics of a Special Mention rating may include management problems, pending litigation, a non-existent or ineffective loan agreement or other material structural weakness, and/or other significant deviation from prudent lending practices.

Non-financial characteristics of a Special Mention

rating may include management problems, pending litigation, a non-existent or ineffective loan agreement or other material structural weakness, and/or other significant deviation from prudent lending practices.

• Substandard - A Substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any.

3 unchanged sentences

• Doubtful - A loan classified Doubtful has all the weaknesses inherent in a substandard loan except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable.

Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to

remain an operating entity.

Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity.

The possibility of loss is extremely high, but because of specific pending events that may strengthen the asset, its classification as loss is deferred.

19 unchanged sentences

These loans have been subject to the Company’s loss mitigation process and foreclosure and/or charge-off proceedings have commenced.

Effective April 2021, the Company implemented an expanded, dual risk rating scale that utilizes quantitative models and qualitative factors (“score cards”) to assist in determining the appropriate risk rating for its commercial loans.

The Company uses a dual risk rating scale that utilizes quantitative models and qualitative factors (“score cards”) to assist in determining the appropriate risk rating for its commercial loans.

This dual risk rating methodology incorporates a “probability of default” analysis which utilizes quantified metrics such as loan terms and financial performance, as well as a “loss given default” analysis which utilizes collateral values and economics of the market, among other attributes.

Model outputs are reviewed and analyzed to ensure the projected risk levels are commensurate with underwriting and credit leader expectations.

The expanded risk rating scale includes Probability of Default levels of 1 – 16 and Loss Given Default levels of A – I.

The expanded scale allows for more granular recognition of risk and diversification of grading among traditional Pass grades.

Implementation of the expanded risk rating scale did not have a material impact on the results of the allowance for credit losses calculation.

The following table presents a summary of loans by credit quality indicator, as of September 30, 2021, segregated by class of loans.

The risk rating scale includes Probability of Default levels of 1 – 16 and Loss Given Default levels of A – I.

The scale allows for more granular recognition of risk and diversification of grading among traditional Pass grades.

The following is a reconciliation between the expanded risk rating scale and the Company’s traditional risk rating segments utilized within the commercial loan classes presented in the credit quality indicator tables.

• Pass - Includes loans with an expanded risk rating of 1 through 11.

Loans with a risk rating of 10 and 11 equate to loans included on management’s “watch list” and is intended to be utilized on a temporary basis for pass grade borrowers where a significant risk-modifying action is anticipated in the near term.

• Special Mention - Includes loans with an expanded risk rating of 12.

• Substandard - Includes loans with an expanded risk rating of 13 and 14.

• Doubtful and loss - Includes loans with an expanded risk rating of 15 and 16.

The following table presents a summary of loans by credit quality indicator, as of March 31, 2022, segregated by class of loans.

Term Loans Amortized Cost Basis by Origination Year

115 unchanged sentences

If the loan is not collateral dependent, the measurement of loss is based on the difference between the expected and contractual future cash flows of the loan.

Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 42.1 million as of September 30, 2021, as further detailed in the table below.

The collateral securing these loans consist of commercial real estate properties, residential properties, other business assets, and secured energy production assets.

(In thousands) Real Estate Collateral Energy Other Collateral Total

Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 100.0 million and $ 47.1 million as of March 31, 2022 and December 31, 2021, respectively, as further detailed in the table below.

The collateral securing these loans consist of commercial real estate properties, residential properties, and other business assets.

(In thousands) Real Estate Collateral Other Collateral Total

March 31, 2022

Construction and development $ 1,369 $ — $ 1,369

3 unchanged sentences

Total $ 91,120 $ 8,877 $ 99,997

The following table details activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2021.

December 31, 2021

Construction and development $ 2,489 $ — $ 2,489

Single family residential 1,838 — 1,838

Other commercial real estate 32,849 — 32,849

Commercial — 9,913 9,913

Total $ 37,176 $ 9,913 $ 47,089

The following table details activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2022.

Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

3 unchanged sentences

Allowance for credit losses:

Three Months Ended September 30, 2021

Beginning balance, July 1, 2021 $ 29,793 $ 188,388 $ 5,442 $ 3,616 $ 227,239

Provision for credit loss expense ( 11,853 ) ( 7,668 ) ( 247 ) ( 122 ) ( 19,890 )

Charge-offs ( 932 ) ( 5,941 ) ( 711 ) ( 463 ) ( 8,047 )

Recoveries 463 2,068 267 408 3,206

Net charge-offs ( 469 ) ( 3,873 ) ( 444 ) ( 55 ) ( 4,841 )

Ending balance, September 30, 2021 $ 17,471 $ 176,847 $ 4,751 $ 3,439 $ 202,508

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

Beginning balance, January 1, 2022 $ 17,458 $ 179,270 $ 3,987 $ 4,617 $ 205,332

3 unchanged sentences

Net charge-offs ( 5,762 ) ( 59 ) ( 646 ) ( 27 ) ( 6,494 )

Ending balance, September 30, 2021 $ 17,471 $ 176,847 $ 4,751 $ 3,439 $ 202,508

Activity in the allowance for credit losses for the three and nine months ended September 30, 2020 was as follows:

Ending balance, March 31, 2022 $ 9,177 $ 161,389 $ 2,894 $ 5,464 $ 178,924

Activity in the allowance for credit losses for the three months ended March 31, 2021 was as follows:

(In thousands) Commercial Real

2 unchanged sentences

Allowance for credit losses:

Three Months Ended September 30, 2020

Beginning balance, July 1, 2020 $ 59,138 $ 149,471 $ 10,979 $ 12,055 $ 231,643

Provision for credit losses ( 6,499 ) 33,479 ( 1,823 ) ( 2,844 ) 22,313

Charge-offs ( 4,327 ) ( 1,153 ) ( 832 ) ( 1,091 ) ( 7,403 )

Recoveries 936 120 276 366 1,698

Net (charge-offs) recoveries ( 3,391 ) ( 1,033 ) ( 556 ) ( 725 ) ( 5,705 )

Ending balance, September 30, 2020 $ 49,248 $ 181,917 $ 8,600 $ 8,486 $ 248,251

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2021

Beginning balance, January 1, 2020 - prior to adoption of CECL $ 42,093 $ 182,868 $ 7,472 $ 5,617 $ 238,050

Impact of CECL adoption 22,733 114,314 2,232 12,098 151,377

Provision for credit loss expense ( 6,940 ) 14,242 ( 4,587 ) ( 2,715 ) —

2 unchanged sentences

Net charge-offs ( 539 ) ( 1,284 ) ( 713 ) ( 398 ) ( 2,934 )

Ending balance, September 30, 2020 $ 49,248 $ 181,917 $ 8,600 $ 8,486 $ 248,251

As of September 30, 2021, the Company’s allowance for credit losses was considered sufficient based upon expected loan level cash flows that were supported by economic forecasts.

Provision expense was recaptured for the three and nine months ended September 30, 2021 based upon improved asset credit quality metrics combined with improved Moody’s economic modeling scenarios.

The provision for credit losses for the nine months ended September 30, 2020 was primarily related to concern over the economic stresses related to COVID-19 as well as specific provisions for two energy credits that were previously identified as problem loans that were impacted by the sharp decline in commodity pricing.

Four energy credits within the Commercial segment were charged off during the second quarter of 2020 for a total of $ 32.6 million.

Ending balance, March 31, 2021 $ 34,614 $ 195,826 $ 2,172 $ 2,504 $ 235,116

As of March 31, 2022, the Company’s allowance for credit losses was considered sufficient based upon expected loan level cash flows that were supported by economic forecasts.

Provision expense was recaptured for the three months ended March 31, 2022 based upon improved asset credit quality metrics combined with improved Moody’s economic modeling scenarios.

Reserve for Unfunded Commitments

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This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments.

The reserve for unfunded commitments as of September 30, 2021 and December 31, 2020 was $ 22.4 million.

The reserve for unfunded commitments as of March 31, 2022 and December 31, 2021 was $ 22.4 million.

The adequacy of the reserve for unfunded commitments is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses.

No adjustment was made to the reserve for unfunded commitments during the three and nine months ended September 30, 2021 as it was considered sufficient to cover any loss expectations.

For the nine month period ended September 30, 2020, net adjustments to the reserve for unfunded commitments resulted in a benefit $ 8.0 million and was included in the provision for credit losses in the statement of income.

No adjustment was made to the reserve for unfunded commitments during the three months ended March 31, 2022 and 2021, as it was considered sufficient to cover any loss expectations.

Provision for Credit Losses

Provision for credit losses is determined by the Company as the amount to be added to the allowance for credit loss accounts for various types of financial instruments including loans, securities and off-balance-sheet credit exposure after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb expected credit losses over the lives of the respective financial instruments.

The components of the provision for credit losses for the three and nine month periods ended September 30, 2021 and 2020 were as follows:

The components of the provision for credit losses for the three month periods ended March 31, 2022 and 2021 were as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2022 2021

5 unchanged sentences

Total $ ( 19,914 ) $ 1,445

Purchased Credit Deteriorated (“PCD”) Loans

Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered PCD.

For PCD loans, the initial estimate of expected credit losses is recognized in the allowance for credit loss on the date of acquisition using the same methodology as discussed in the Allowance for Credit Losses section included above.

The following table provides a summary of loans purchased as part of the Landmark acquisition with credit deterioration at acquisition:

(In thousands) Commercial Real

Estate Credit

and Other Total

Unpaid principal balance 11,046 55,549 — 67 66,662

PCD allowance for credit loss at acquisition ( 350 ) ( 2,008 ) — ( 1 ) ( 2,359 )

Non-credit related discount ( 160 ) ( 2,415 ) — ( 2 ) ( 2,577 )

Fair value of PCD loans 10,536 51,126 — 64 61,726

The following table provides a summary of loans purchased as part of the Triumph acquisition with credit deterioration at acquisition:

(In thousands) Commercial Real

Estate Credit

and Other Total

Unpaid principal balance 40,466 80,803 — 15 121,284

PCD allowance for credit loss at acquisition ( 2,999 ) ( 8,093 ) — — ( 11,092 )

Non-credit related discount ( 279 ) ( 1,314 ) — ( 1 ) ( 1,594 )

Fair value of PCD loans 37,188 71,396 — 14 108,598

RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES

9 unchanged sentences

The Company’s leases are classified as operating leases with a term, including expected renewal or termination options, greater than one year, and are related to certain office facilities and office equipment.

The following table presents information as of September 30, 2021 and December 31, 2020 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.

September 30, December 31,

The following table presents information as of March 31, 2022 and December 31, 2021 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.

March 31, December 31,

(Dollars in thousands) 2022 2021

3 unchanged sentences

Weighted average discount rate 1.75 % 2.00 %

Operating lease cost for the three and nine month periods ended September 30, 2021 was $ 2.8 million and $ 8.5 million, respectively, as compared to $ 3.5 million and $ 10.1 million for the same periods in 2020.

Operating lease cost, classified in occupancy expense, for the three month periods ended March 31, 2022 and 2021 was $ 3.2 million and $ 2.8 million, respectively.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation and amortization.

Total premises and equipment, net at September 30, 2021 and December 31, 2020 were as follows:

September 30, December 31,

Total premises and equipment, net at March 31, 2022 and December 31, 2021 were as follows:

March 31, December 31,

(In thousands) 2022 2021

12 unchanged sentences

Subsequent increases in goodwill value are not recognized in the financial statements.

Goodwill totaled $ 1.1 billion at September 30, 2021 and December 31, 2020.

Goodwill impairment was neither indicated nor recorded during the nine months ended September 30, 2021 or the year ended December 31, 2020.

During the first quarter of 2020, the Company’s share price began to decline as the markets in the United States responded to the global COVID-19 pandemic.

As a result of that economic decline, the effect on share price and other factors, the Company performed an interim goodwill impairment assessment during each quarter of 2020 and concluded no impairment existed during each period.

While the goodwill impairment analyses indicated no impairment during 2020, the Company’s assessment depended on several assumptions which were dependent on market and economic conditions, and future changes in those conditions could impact the Company’s assessment in the future.

The Company will complete an interim goodwill impairment analysis if the stock price falls below the book value per share for a full quarter.

Due to the improved market and economic conditions, and the related effects on the Company’s share price, the Company did not perform an interim goodwill impairment assessment during the first or third quarter of 2021.

During the second quarter of 2021, the Company performed an annual goodwill impairment analysis and concluded no impairment existed.

Goodwill totaled $ 1.1 billion at March 31, 2022 and December 31, 2021.

Goodwill increased $ 1.0 million during the quarter ended March 31, 2022 due to the continued assessment of the fair value and assumed tax position of the Landmark and Triumph acquisitions.

Core deposit premiums represent the value of the relationships that acquired banks had with their deposit customers and are amortized over periods ranging from 10 years to 15 years and are periodically evaluated, at least annually, as to the recoverability of their carrying value.

Other intangible assets represent the value of other acquired relationships, including relationships with trust and wealth management customers, and are being amortized over various periods ranging from 10 years to 15 years.

Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at September 30, 2021 and December 31, 2020 were as follows:

September 30, December 31,

Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at March 31, 2022 and December 31, 2021 were as follows:

March 31, December 31,

(In thousands) 2022 2021

1 unchanged sentence

Balance, beginning of year $ 93,862 $ 97,363

Acquisitions (1)

Disposition of intangible asset (2)

( 674 ) ( 2,324 )

Amortization ( 3,144 ) ( 12,122 )

2 unchanged sentences

Balance, beginning of year 12,373 13,747

Disposition of intangible asset — ( 413 )

Amortization ( 343 ) ( 1,374 )

2 unchanged sentences

_________________________

(1) Core deposit premiums of $ 5.1 million and $ 4.2 million were recorded during 2021 as part of the Triumph and Landmark acquisitions, respectively.

See Note 2, Acquisitions, for additional information on acquisitions completed in 2021.

(2) Adjustments recorded for the premiums on certain deposit liabilities associated with the sale of banking operations.

The carrying basis and accumulated amortization of the Company’s other intangible assets at September 30, 2021 and December 31, 2020 were as follows:

September 30, December 31,

The carrying basis and accumulated amortization of the Company’s other intangible assets at March 31, 2022 and December 31, 2021 were as follows:

March 31, December 31,

(In thousands) 2022 2021

8 unchanged sentences

Total other intangible assets, net $ 102,748 $ 106,235

The Company’s estimated remaining amortization expense on other intangible assets as of September 30, 2021 is as follows:

The Company’s estimated remaining amortization expense on other intangible assets as of March 31, 2022 is as follows:

(In thousands) Year Amortization

3 unchanged sentences

TIME DEPOSITS

Time deposits included approximately $ 1.76 billion and $ 2.03 billion of certificates of deposit of $100,000 or more, at September 30, 2021, and December 31, 2020, respectively.

Of this total, approximately $ 819.1 million and $ 889.8 million of certificates of deposit were over $250,000 at September 30, 2021 and December 31, 2020, respectively.

Time deposits included approximately $ 541.5 million and $ 784.9 million of certificates of deposit over $250,000 at March 31, 2022 and December 31, 2021, respectively.

Brokered time deposits were $ 890.9 million and $ 466.0 million at March 31, 2022 and December 31, 2021, respectively.

The provision for income taxes is comprised of the following components for the periods indicated below:

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2022 2021

3 unchanged sentences

The tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows:

September 30, December 31,

March 31, December 31,

(In thousands) 2022 2021

17 unchanged sentences

Unrealized gain on AFS securities — —

Unrealized gain on swaps ( 12,489 ) ( 2,767 )

Other ( 4,044 ) ( 3,718 )

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2022 2021

33 unchanged sentences

Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.

The gross amount of recognized liabilities for repurchase agreements was $ 202.3 million and $ 248.9 million at September 30, 2021 and December 31, 2020, respectively.

The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of September 30, 2021 and December 31, 2020 is presented in the following tables.

The gross amount of recognized liabilities for repurchase agreements was $ 178.8 million and $ 170.4 million at March 31, 2022 and December 31, 2021, respectively.

The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of March 31, 2022 and December 31, 2021 is presented in the following tables.

Remaining Contractual Maturity of the Agreements

2 unchanged sentences

90 Days Total

September 30, 2021

March 31, 2022

Repurchase agreements:

4 unchanged sentences

OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES

Debt at September 30, 2021 and December 31, 2020 consisted of the following components:

September 30, December 31,

Debt at March 31, 2022 and December 31, 2021 consisted of the following components:

March 31, December 31,

(In thousands) 2022 2021

29 unchanged sentences

The Company is currently reviewing all applicable documents and working with the debt holders and all relevant parties to determine the alternate interest rate index to be utilized, or other impacts, when LIBOR is discontinued.

The Company had total FHLB advances of $ 1.31 billion at September 30, 2021, of which $ 1.30 billion are FHLB Owns the Option (“FOTO”) advances.

The Company had total FHLB advances of $ 1.31 billion at March 31, 2022 and December 31, 2021, of which $ 1.30 billion are FHLB Owns the Option (“FOTO”) advances.

FOTO advances are a low cost, fixed-rate source of funding in return for granting to FHLB the flexibility to choose a termination date earlier than the maturity date.

1 unchanged sentence

If FHLB exercises its option to terminate the FOTO advance at one of the specified option exercise dates, there is no termination or prepayment fee, and replacement funding will be available at then-prevailing market rates, subject to FHLB’s credit and collateral requirements.

The Company’s FOTO advances outstanding at September 30, 2021 have original maturity dates of ten years to fifteen years with lockout periods that have expired.

The Company’s FOTO advances outstanding at March 31, 2022 have original maturity dates of ten years to fifteen years with lockout periods that have expired.

The Company expects the FHLB’s option to terminate the FOTO advances prior to stated maturity dates will not be exercised due to the current low interest rate environment.

The possibility of the FHLB exercising the options is continually analyzed by the Company along with the market expected rate outcome.

At September 30, 2021, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 4.4 billion and the Company had approximately $ 3.0 billion of additional advances available from the FHLB.

The trust preferred securities are tax-advantaged issues that qualify for inclusion as Tier 2 capital at September 30, 2021.

At March 31, 2022, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 5.0 billion and the Company had approximately $ 3.6 billion of additional advances available from the FHLB.

The trust preferred securities are tax-advantaged issues that qualify for inclusion as Tier 2 capital at March 31, 2022.

Distributions on these securities are included in interest expense on long-term debt.

5 unchanged sentences

The Company’s long-term debt primarily includes subordinated debt and long-term FHLB advances with an original maturity of greater than one year.

Aggregate annual maturities of long-term debt at September 30, 2021, are as follows:

Aggregate annual maturities of long-term debt at March 31, 2022, are as follows:

Year (In thousands)

7 unchanged sentences

Plaintiffs seek unspecified damages, costs, attorneys’ fees, pre- and post-judgment interest, and other relief as the Court deems proper for themselves and the putative class.

Simmons Bank denies the allegations but has reached a settlement in principle with the plaintiffs to resolve this matter, subject to the preparation and execution of a mutually acceptable settlement agreement and release, as well as the court’s approval.

Simmons Bank denies the allegations but has entered into a settlement agreement and release with the plaintiffs on behalf of themselves and the proposed class to resolve this matter, subject to the court’s approval.

The settlement is not expected to have a material adverse effect on the Company’s business, consolidated results of operations, financial condition, or cash flows.

8 unchanged sentences

The complaint alleges that Simmons Bank improperly charges multiple insufficient funds or overdraft fees when a merchant resubmits a rejected payment request.

The complaint asserts claims for breach of contract and unjust enrichment.

complaint asserts claims for breach of contract and unjust enrichment.

Plaintiffs seek to represent a proposed class of all Simmons Bank checking account customers who were charged multiple insufficient funds or overdraft fees on resubmitted payment requests.

1 unchanged sentence

Simmons Bank denies the allegations and is vigorously defending the matter.

On May 13, 2021, Susanne Pace filed a second putative class action complaint in the circuit court of Boone County, Missouri against Landmark Bank, to which Simmons Bank is a successor by merger, which has been removed to the United States District Court for the Western District of Missouri, Central Division.

The complaint alleges that Landmark Bank improperly charged multiple insufficient funds or overdraft fees when a merchant or other originator resubmits a rejected payment request.

The complaint asserts claims for breach of contract, including breach of the covenant of good faith and fair dealing.

Plaintiff seeks to represent a proposed class of all Landmark Bank checking account customers who were charged multiple insufficient funds or overdraft fees on resubmitted payment requests.

Plaintiff seeks unspecified damages, costs, attorney’s fees, pre- and post-judgment interest, an injunction, and other relief as the Court deems proper for herself and the purported class.

Simmons Bank denies the allegations and is vigorously defending the matter.

On May 13, 2021, Susanne Pace filed a second putative class action complaint in the circuit court of Boone County, Missouri against Landmark Bank, to which Simmons Bank is a successor by merger, which was removed to the United States District Court for the Western District of Missouri, Central Division.

The complaint alleged that Landmark Bank improperly charged multiple insufficient funds or overdraft fees when a merchant or other originator resubmits a rejected payment request.

The complaint asserted claims for breach of contract, including breach of the covenant of good faith and fair dealing.

Plaintiff sought to represent a proposed class of all Landmark Bank checking account customers who were charged multiple insufficient funds or overdraft fees on resubmitted payment requests.

Plaintiff sought unspecified damages, costs, attorney’s fees, pre- and post-judgment interest, an injunction, and other relief as the Court deems proper for herself and the purported class.

Simmons Bank denies the allegations, and on January 11, 2022, the Court granted Simmons Bank’s motion to compel arbitration.

We establish reserves for legal proceedings when potential losses become probable and can be reasonably estimated.

3 unchanged sentences

On February 27, 2009, at a special meeting, the Company’s shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $ 0.01 par value.

The aggregate liquidation preference of all shares of preferred stock cannot exceed $ 80,000,000 .

As of March 31, 2022, the aggregate liquidation preference of all shares of preferred stock cannot exceed $ 80,000,000 .

On October 29, 2019, the Company filed Amended and Restated Articles of Incorporation (“October Amended Articles”) with the Arkansas Secretary of State.

The October Amended Articles classified and designated Series D Preferred Stock, Par Value $ 0.01 Per Share, out of the Company’s authorized preferred stock.

Effective July 23, 2021, the Company’s Board of Directors approved an amendment to the Company’s current stock repurchase program (“Program”) that increases the amount of the Company’s common stock that may be repurchased under the Program from a maximum of $ 180 million to a maximum of $ 276.5 million and extends the term of the Program from October 31, 2021, to October 31, 2022 (unless terminated sooner).

The Program was originally approved on October 17, 2019 and first amended in March 2020;

and as of September 30, 2021, the Company has repurchased approximately $ 178.0 million of its common stock under the Program.

Under the Program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions or otherwise.

On November 30, 2021, the Company redeemed all of the Series D Preferred Stock, including accrued and unpaid dividends.

On April 27,2022, shareholder of the Company approved an increase in the number of authorized shares of its Class A common stock from 175,000,000 to 350,000,000 .

Effective July 23, 2021, the Company’s Board of Directors approved an amendment to the Company’s stock repurchase program originally established in October 2019 (“2019 Program”) that increased the amount of the Company’s Class A common stock that may be repurchased under the 2019 Program from a maximum of $ 180 million to a maximum of $ 276.5 million and extended the term of the 2019 Program from October 31, 2021, to October 31, 2022 (unless terminated sooner).

During the three month period ended March 31, 2022, the Company repurchased 513,725 shares at an average price of $ 31.25 per share under the 2019 Program.

The Company repurchased 130,916 shares at an average price of $ 23.53 per share under the 2019 Program during the three months ended March 31, 2021.

During January 2022, the Company substantially exhausted the remaining capacity under the 2019 Program.

As a result, the Company’s Board of Directors authorized a new stock repurchase program in January 2022 (the “2022 Program”) under which the Company may repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding.

The 2022 Program will terminate on January 31, 2024 (unless terminated sooner).

Under the 2022 Program, which replaced the 2019 Program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions or otherwise.

The timing, pricing, and amount of any repurchases under the 2022 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 Company’s common stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements.

The 2022 Program does not obligate the Company to repurchase any common stock and may be modified, discontinued, or suspended at any time without prior notice.

The Company anticipates funding for this Program to come from available sources of liquidity, including cash on hand and future cash flow.

During the three and nine month periods ended September 30, 2021, the Company repurchased 1,806,205 shares at an average price of $ 28.48 per share and 1,937,121 shares at an average price of $ 28.14 per share, respectively, under the Program.

The Company anticipates funding for this 2022 Program to come from available sources of liquidity, including cash

on hand and future cash flow.

As of March 31, 2022, the Company had not repurchased any shares under the 2022 Program.

Market conditions and the Company’s capital needs will drive decisions regarding additional, future stock repurchases.

The Company repurchased 4,922,336 shares at an average price of $ 18.96 per share under the Program during the nine months ended September 30, 2020.

No shares were repurchased during the three months ended September 30, 2020.

UNDIVIDED PROFITS

1 unchanged sentence

The approval of the Commissioner of the Arkansas State Bank Department is 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.

At September 30, 2021, Simmons Bank had approximately $ 47.0 million available for payment of dividends to the Company, without prior regulatory approval.

At March 31, 2022, Simmons Bank had approximately $ 176.5 million available for payment of dividends to the Company, without prior regulatory approval.

The risk-based capital guidelines of the Federal Reserve Board and the Arkansas State Bank Department include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution.

4 unchanged sentences

Failure to meet this capital conservation buffer would result in additional limits on dividends, other distributions and discretionary bonuses.

As of September 30, 2021, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules.

The Company’s CET1 ratio was 14.27 % at September 30, 2021.

As of March 31, 2022, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules.

The Company’s CET1 ratio was 13.52 % at March 31, 2022.

STOCK-BASED COMPENSATION

2 unchanged sentences

Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awards of restricted stock, restricted stock units, or performance stock units granted to directors, officers and other key employees.

The table below summarizes the transactions under the Company’s active stock-based compensation plans for the nine months ended September 30, 2021:

The table below summarizes the transactions under the Company’s active stock-based compensation plans for the three months ended March 31, 2022:

Stock Options

10 unchanged sentences

Forfeited/expired — — — — ( 26 ) 21.28

Balance, September 30, 2021 475 $ 22.47 2 $ 22.20 1,150 $ 26.14

Exercisable, September 30, 2021 475 $ 22.47

The following table summarizes information about stock options under the plans outstanding at September 30, 2021:

Balance, March 31, 2022 472 $ 22.50 — $ — 1,194 $ 23.03

Exercisable, March 31, 2022 472 $ 22.50

The following table summarizes information about stock options under the plans outstanding at March 31, 2022:

Options Outstanding Options Exercisable

10 unchanged sentences

$ 10.65 — $ 24.07 472 3.31 $ 22.50 472 $ 22.50

24.07 — 24.07 7 3.96 24.07 7 24.07

$ 9.46 — $ 24.07 475 3.80 $ 22.47 475 $ 22.47

The table below summarizes the Company’s performance stock unit activity for the nine months ended September 30, 2021:

The table below summarizes the Company’s performance stock unit activity for the three months ended March 31, 2022:

(In thousands) Performance Stock Units

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Forfeited ( 7 )

Non-vested, June 30, 2021 257

Stock-based compensation expense was $ 12.6 million and $ 10.8 million during the nine month periods ended September 30, 2021 and 2020, respectively.

Non-vested, March 31, 2022 350

Stock-based compensation expense was $ 3.9 million during both three month periods ended March 31, 2022 and 2021.

Stock-based compensation expense is recognized ratably over the requisite service period for all stock-based awards.

There was no unrecognized stock-based compensation expense related to stock options at September 30, 2021.

Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 15.6 million at September 30, 2021.

There was no unrecognized stock-based compensation expense related to stock options at March 31, 2022.

Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 18.2 million at March 31, 2022.

At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 1.9 years.

The intrinsic value of stock options outstanding and stock options exercisable at September 30, 2021 was $ 3.4 million.

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 29.56 as of September 30, 2021, and the exercise price multiplied by the number of options outstanding.

The total intrinsic value of stock options exercised during the nine months ended September 30, 2021 and 2020, was $ 1.3 million and $ 5,000 , respectively.

The intrinsic value of stock options outstanding and stock options exercisable at March 31, 2022 was $ 1.8 million.

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 26.22 as of March 31, 2022, and the exercise price multiplied by the number of options outstanding.

There was no intrinsic value of stock options exercised during the three months ended March 31, 2022, while the total intrinsic value of stock options exercised during the three months ended March 31, 2021, was $ 1.2 million.

The fair value of the Company’s employee stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model.

This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate.

There were no stock options granted during the nine months ended September 30, 2021 and 2020.

There were no stock options granted during the three months ended March 31, 2022 and 2021.

EARNINGS PER SHARE (“EPS”)

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Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands, except per share data) 2022 2021

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Diluted earnings per share $ 0.58 $ 0.62

There were no stock options excluded from the earnings per share calculation for the three and nine months ended September 30, 2021 due to the average market price exceeding the related stock option exercise price.

There were approximately 653,718 stock options excluded from the earnings per share calculation for the three and nine months ended September 30, 2020 due to the related stock option exercise price exceeding the average market price.

There were no stock options excluded from the earnings per share calculation for the three months ended March 31, 2022 and 2021 due to the average market price exceeding the related stock option exercise price.

ADDITIONAL CASH FLOW INFORMATION

The following is a summary of the Company’s additional cash flow information:

Nine Months Ended

September 30,

Three Months Ended

(In thousands) 2022 2021

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Transfers of loans to foreclosed assets held for sale 474 979

Transfers of premises to foreclosed assets and other real estate owned

Transfers of premises to premises held for sale — 1,072

Transfers of other real estate owned to premises held for sale — 3,504

Transfers of premises held for sale to other real estate owned 4,368 —

Transfers of premises held for sale to premises 5,610 —

Transfers of loans to other assets held for sale

Transfers of deposits to other liabilities held for sale

Transfers of assets held for sale to other assets 100 —

OTHER INCOME AND OTHER OPERATING EXPENSES

Other income for the three and nine months ended September 30, 2021 was $ 6.2 million and $ 24.6 million, respectively.

Other income for the same periods in 2020 was $ 5.4 million and $ 28.0 million, respectively.

During the nine month periods in 2021 and 2020, the Company recognized gains on sale of $ 5.3 million and $ 8.1 million, respectively, related to the sale of banking operations and bank branches.

Other income for the three months ended March 31, 2022 and 2021 was $ 7.3 million and $ 10.5 million, respectively.

During the three month period ended March 31, 2021, the Company recognized a gain on sale of $ 5.3 million related to the sale of banking operations and bank branches.

Other operating expenses consisted of the following:

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2022 2021

3 unchanged sentences

Credit card expense (1)

2,727 2,818 7,588 7,690

Marketing 6,140 3,153

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_________________________

(1) During the second and third quarters of 2021, certain debit and credit card transaction fees were reclassified from non-interest expense to non-interest income.

(1) During 2021, certain debit and credit card transaction fees were reclassified from non-interest expense to non-interest income.

Prior periods have been adjusted to reflect this reclassification.

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Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

At September 30, 2021, the Company had outstanding commitments to extend credit aggregating approximately $ 684.6 million and $ 2.59 billion for credit card commitments and other loan commitments, respectively.

At March 31, 2022, the Company had outstanding commitments to extend credit aggregating approximately $ 689.4 million and $ 3.78 billion for credit card commitments and other loan commitments, respectively.

At December 31, 2021, the Company had outstanding commitments to extend credit aggregating approximately $ 685.3 million and $ 3.41 billion for credit card commitments and other loan commitments, respectively.

As of September 30, 2021, the Company had outstanding commitments to originate fixed rate-rate mortgage loans of approximately $ 96.6 million.

As of March 31, 2022, the Company had outstanding commitments to originate fixed rate-rate mortgage loans of approximately $ 96.7 million.

At December 31, 2021, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 108.5 million.

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The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

The Company had total outstanding letters of credit amounting to $ 38.8 million and $ 49.0 million at September 30, 2021, and December 31, 2020, respectively, with terms ranging from 9 months to 15 years.

At September 30, 2021 and December 31, 2020, the Company had no deferred revenue under standby letter of credit agreements.

The Company had total outstanding letters of credit amounting to $ 39.4 million and $ 37.7 million at March 31, 2022, and December 31, 2021, respectively, with terms ranging from 9 months to 15 years.

At March 31, 2022 and December 31, 2021, the Company had no deferred revenue under standby letter of credit agreements.

The Company has purchased letters of credit from the FHLB as security for certain public deposits.

The amount of the letters of credit was $ 69.0 million and $ 1.5 billion at September 30, 2021 and December 31, 2020, respectively, and they expire in less than one year from issuance.

The amount of the letters of credit was $ 59.3 million and $ 59.1 million at March 31, 2022 and December 31, 2021, respectively, and they expire in less than one year from issuance.

FAIR VALUE MEASUREMENTS

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Available-for-sale securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.

Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities.

Level 1 securities would include highly liquid government bonds, mortgage products and certain other financial products.

Other securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs.

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Where assumptions are made using significant unobservable inputs, such loans held for sale are classified as Level 3.

At September 30, 2021 and December 31, 2020, the aggregate fair value of mortgage loans held for sale exceeded their cost.

At March 31, 2022 and December 31, 2021, the aggregate fair value of mortgage loans held for sale exceeded their cost.

Derivative instruments – The Company’s derivative instruments are reported at fair value utilizing Level 2 inputs.

The Company obtains fair value measurements from dealer quotes.

Other liabilities held for sale – The Company’s other liabilities held for sale are reported at fair value utilizing Level 3 inputs.

See Note 4, Other Liabilities Held for Sale.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.

Fair Value Measurements Using

6 unchanged sentences

Unobservable Inputs

September 30, 2021

March 31, 2022

Available-for-sale securities

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Available-for-sale securities

Treasury $ 300 $ 300 $ — $ —

Government agencies 364,641 — 364,641 —

4 unchanged sentences

Derivative asset 25,852 — 25,852 —

Other liabilities held for sale ( 154,620 ) — — ( 154,620 )

Derivative liability ( 15,443 ) — ( 15,443 ) —

6 unchanged sentences

Discounts can be made by the Company based upon the overall evaluation of the independent appraisal.

Collateral-dependent loans are classified within Level 3 of the fair value hierarchy.

Collateral-dependent loans are classified within Level 3 of the fair value hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower’s underlying financial condition.

Collateral values supporting the individually assessed loans are evaluated quarterly for updates to appraised values or adjustments due to non-current valuations.

8 unchanged sentences

As the Company’s primary objective in the event of default would be to liquidate the collateral to settle the outstanding balance of the loan, collateral that is less marketable would receive a larger discount.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of September 30, 2021 and December 31, 2020.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of March 31, 2022 and December 31, 2021.

Fair Value Measurements Using

6 unchanged sentences

Unobservable Inputs

September 30, 2021

March 31, 2022

Individually assessed loans (1) (2) (collateral-dependent)

1 unchanged sentence

Foreclosed assets and other real estate owned (1)

2,661 — — 2,661

December 31, 2021

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(1) These amounts represent the resulting carrying amounts on the consolidated balance sheets for collateral-dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period.

(2) Identified reserves of $ 2,129,000 and $ 13,725,000 were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended September 30, 2021 and December 31, 2020, respectively.

(2) Identified reserves of $ 10,664,000 and $ 4,214,000 were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended March 31, 2022 and December 31, 2021, respectively.

ASC Topic 825, Financial Instruments , requires disclosure in annual and interim financial statements of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis.

33 unchanged sentences

(In thousands) Amount Level 1 Level 2 Level 3 Total

September 30, 2021

March 31, 2022

Financial assets:

3 unchanged sentences

1,857 — 1,857 — 1,857

Held-to-maturity securities

1,516,797 — 1,487,916 — 1,487,916

Held-to-maturity securities, net 1,556,825 — 1,307,058 — 1,307,058

Interest receivable

22 unchanged sentences

1,882 — 1,882 — 1,882

Held-to-maturity securities

333,031 — 341,925 — 341,925

Held-to-maturity securities, net 1,529,221 — 1,517,378 — 1,517,378

Interest receivable

34 unchanged sentences

Fair Value Hedges

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged asset or liability attributable to the hedged risk are recognized in current earnings.

The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item.

2 unchanged sentences

The following table summarizes the fair value hedges recorded in the accompanying consolidated balance sheets.

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

(In thousands) Balance Sheet Location Weighted Average Pay Rate Receive Rate Notional Fair Value Notional Fair Value

Derivative assets Other assets 1.21 % Federal Funds $ 1,001,715 $ 47,163 $ 1,001,715 $ 10,524

The following amounts were recorded on the balance sheet related to carrying amounts and cumulative basis adjustments for fair value hedges.

Carrying Amount of Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets

Line Item on the Balance Sheet (In thousands) March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021

Investment securities - Available-for-sale $ 914,706 $ 1,063,173 $ 47,163 $ 10,524

Customer Risk Management Interest Rate Swaps

6 unchanged sentences

The following table summarizes the fair values of loan derivative contracts recorded in the accompanying consolidated balance sheets.

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

(In thousands) Notional Fair Value Notional Fair Value

4 unchanged sentences

The interest rate swap mark to market only impacts the Company if the swap is in a liability position to the counterparty and the customer defaults on payments to the counterparty.

The notional amount of these contingent agreements is $ 31.4 million as of September 30, 2021.

The notional amount of these contingent agreements is $ 36.9 million as of March 31, 2022.

Energy Hedging

5 unchanged sentences

These risks are mitigated by customer credit underwriting policies and establishing a predetermined hedge line for each borrower and by monitoring the exchange margin.

The outstanding notional value as of September 30, 2021 for energy hedging Customer Sell to Company swaps were $ 18.2 million and the corresponding Company Sell to Dealer swaps were $ 18.2 million and the corresponding net fair value of the derivative asset and derivative liability was $ 265,000 .

The outstanding notional value as of March 31, 2022 for energy hedging Customer Sell to Company swaps were $ 13.1 million and the corresponding Company Sell to Dealer swaps were $ 13.1 million and the corresponding net fair value of the derivative asset and derivative liability was $ 150,000 .

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

Results of Review of Interim Financial Statements

We have reviewed the condensed consolidated balance sheet of Simmons First National Corporation and subsidiaries (“the Company”) as of September 30, 2021, and the related condensed consolidated statements of income, comprehensive income (loss) and stockholders’ equity for the three-month and nine-month periods ended September 30, 2021 and 2020, and cash flows for the nine-month periods ended September 30, 2021 and 2020, and the related notes (collectively referred to as the “interim financial information or statements”).

We have reviewed the condensed consolidated balance sheet of Simmons First National Corporation and subsidiaries (“the Company”) as of March 31, 2022, and the related condensed consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information or statements”).

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

10 unchanged sentences

Little Rock, Arkansas

November 5, 2021

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-Q

Item 1. Financial Statements