Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Effective July 23, 2021, our Board of Directors approved an amendment to the Company’s current stock repurchase program (“Program”) that increases the amount of our 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).
+Added: Effective July 23, 2021, the Company’s Board of Directors approved an amendment to the 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).
The 2019 Program was originally approved on October 17, 2019 and first amended in March 2020.
−Removed: The timing, pricing, and amount of any repurchases under the Program will be determined by management at its discretion based on a variety of factors, including but not limited to, trading volume and market price of our common stock, corporate considerations, our working capital and investment requirements, general market and economic conditions, and legal requirements.
−Removed: Information concerning our purchases of common stock during the quarter ended September 30, 2021 is as follows:
−Removed: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
−Removed: July 1, 2021 - July 31, 2021 22,582 $ 27.21 22,582 $ 149,349,000
−Removed: August 1, 2021 - August 31, 2021 858,623 28.62 858,623 $ 124,776,000
−Removed: September 1, 2021 - September 30, 2021 925,000 28.37 925,000 $ 98,531,000
+Added: During January 2022, the Company substantially exhausted the remaining capacity under the 2019 Program, and as a result, the Company’s Board of Directors authorized a new stock repurchase program (the “2022 Program”), which replaced the 2019 Program and under which the Company may repurchase up to $175.0 million of its Class A common stock currently issued and outstanding.
+Added: 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.
+Added: As of March 31, 2022, the Company had not repurchased any shares under the 2022 Program.
+Added: Market conditions and the Company’s capital needs will drive decisions regarding additional, future stock repurchases.
+Added: During the quarter ended March 31, 2022, we repurchased restricted stock in connection with employee tax withholding obligations under employee compensation plans.
+Added: Information concerning our purchases of common stock is as follows:
+Added: Period Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
+Added: January 1, 2022 - January 31, 2022 514,622 $ 31.25 513,725 $ 175,000,000
+Added: February 1, 2022 - February 28, 2022 — — — $ 175,000,000
+Added: March 1, 2022 - March 31, 2022 — — — $ 175,000,000
Total 514,622 $ 31.25 513,725
+Added: _______________________________________
+Added: (1) Total number of shares purchased consists of 897 shares with an average price $27.44 of restricted stock purchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.
Agreement and Plan of Merger, dated as of June 4, 2021, by and among Simmons First National Corporation, Simmons Bank and Landmark Community Bank (incorporated by reference to Annex A to the Registration Statement on Form S-4 filed under the Securities Act of 1933 by Simmons First National Corporation on July 21, 2021 (File No.
3 unchanged sentences
333-258059)).
+Added: Agreement and Plan of Merger, dated as of November 18, 2021, by and among Simmons First National Corporation and Spirit of Texas Bancshares, Inc.
+Added: (incorporated by reference to Annex A to the Registration Statement on Form S-4 filed under the Securities Act of 1933 by Simmons First National Corporation on January 18, 2022 (File No.
+Added: 333-261842)).
Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on July 14, 2021 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed under the Securities Act of 1933 by Simmons First National Corporation on July 21, 2021 (File No.
333-258059)).
−Removed: As Amended By-Laws of Simmons First National Corporation, as amended on October 21, 2020 (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed October 22, 2020 (File No.
+Added: Amended and Restated By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on February 18, 2022 (File No.
4.1 Instruments defining the rights of security holders, including indentures.
2 unchanged sentences
No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.
−Removed: Indemnification Agreement for James M.
−Removed: Brogdon dated July 30, 2021 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed August 5, 2021 (File No.
−Removed: Executive Change in Control Severance Agreement for James M.
−Removed: Brogdon dated July 30, 2021 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed August 5, 2021 (File No.
−Removed: Deferred Compensation Agreement for James M.
−Removed: Brogdon dated July 30, 2021 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed August 5, 2021 (File No.
+Added: Deferred Compensation Agreement for George A.
+Added: Makris III dated March 11, 2022.*^
+Added: Form of Associate Restricted Stock Unit Award Certificate and Terms and Conditions (2022).*^
+Added: Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2022).*^
+Added: Form of Associate Cash Award Certificate and Terms and Conditions (2022).*^
+Added: Form of Director Restricted Stock Unit Award Certificate and Terms and Conditions (2022).*^
Amended and Restated Simmons First National Corporation Code of Ethics (as amended and restated on July 23, 2020) (incorporated by reference to Exhibit 14.1 to Simmons First National Corporation’s Current Report on Form 8-K filed July 28, 2020 (File No.
24 unchanged sentences
* Filed herewith
+Added: ^ Management contract or a compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIMMONS FIRST NATIONAL CORPORATION
−Removed: November 5, 2021 /s/ George A.
+Added: May 6, 2022 /s/ George A.
Chairman and Chief Executive Officer
−Removed: November 5, 2021 /s/ James M.
+Added: May 6, 2022 /s/ James M.
Executive Vice President, Chief Financial Officer and Treasurer
−Removed: November 5, 2021 /s/ David W.
+Added: May 6, 2022 /s/ David W.
Executive Vice President, Executive Director of Finance and
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.