4 unchanged sentences
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.
−Removed: As of March 31, 2022, the Company had not repurchased any shares under the 2022 Program.
−Removed: Market conditions and the Company’s capital needs will drive decisions regarding additional, future stock repurchases.
−Removed: During the quarter ended March 31, 2022, we repurchased restricted stock in connection with employee tax withholding obligations under employee compensation plans.
−Removed: Information concerning our purchases of common stock is as follows:
+Added: Information concerning our purchases of common stock during the quarter ended June 30, 2022 is as follows:
Period Total Number of Shares Purchased (1)
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: January 1, 2022 - January 31, 2022 514,622 $ 31.25 513,725 $ 175,000,000
−Removed: February 1, 2022 - February 28, 2022 — — — $ 175,000,000
−Removed: March 1, 2022 - March 31, 2022 — — — $ 175,000,000
+Added: April 1, 2022 - April 30, 2022 — $ — — $ —
+Added: May 1, 2022 - May 31, 2022 2,035,324 24.59 2,035,324 $ 124,959,000
+Added: June 1, 2022 - June 30, 2022 — — — $ —
Total 2,035,324 $ 28.48 2,035,324
_______________________________________
−Removed: (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.
+Added: (1) No shares of restricted stock were 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.
8 unchanged sentences
333-258059)).
−Removed: 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.
+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 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: Deferred Compensation Agreement for George A.
−Removed: Makris III dated March 11, 2022.*^
−Removed: Form of Associate Restricted Stock Unit Award Certificate and Terms and Conditions (2022).*^
−Removed: Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2022).*^
−Removed: Form of Associate Cash Award Certificate and Terms and Conditions (2022).*^
−Removed: 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.
−Removed: Awareness Letter of BKD, LLP.*
+Added: Awareness Letter of FORVIS, LLP.*
Rule 13a-15(e) and 15d-15(e) Certification – George A.
22 unchanged sentences
* Filed herewith
−Removed: ^ 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: May 6, 2022 /s/ George A.
+Added: August 5, 2022 /s/ George A.
Chairman and Chief Executive Officer
−Removed: May 6, 2022 /s/ James M.
+Added: (Principal Executive Officer)
+Added: August 5, 2022 /s/ James M.
Executive Vice President, Chief Financial Officer, and Treasurer
−Removed: May 6, 2022 /s/ David W.
+Added: (Principal Financial Officer)
+Added: August 5, 2022 /s/ David W.
Executive Vice President, Executive Director of Finance and
Accounting and Chief Accounting Officer
+Added: (Principal Accounting Officer)
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.