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: Information concerning our purchases of common stock during the quarter ended September 30, 2022 is as follows:
+Added: We made no purchases of our common stock during the quarter ended March 31, 2023.
+Added: Under the 2022 Program, we have approximately $79.9 million of remaining funds that may be used to repurchase shares of our Class A Common Stock.
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: July 1, 2022 - July 31, 2022 345,900 $ 23.09 345,900 $ 116,971,000
−Removed: August 1, 2022 - August 31, 2022 1,248,100 24.28 1,248,100 $ 86,669,000
−Removed: September 1, 2022 - September 30, 2022 289,713 23.29 289,713 $ 79,922,000
+Added: January 1, 2023 - January 31, 2023 — $ — — $ 79,922,000
+Added: February 1, 2023 - February 28, 2023 — — — $ 79,922,000
+Added: March 1, 2023 - March 31, 2023 — — — $ 79,922,000
Total — $ — —
1 unchanged sentence
(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.
−Removed: 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.
−Removed: 333-258059)).
−Removed: Agreement and Plan of Merger, dated as of June 4, 2021, by and among Simmons First National Corporation and Triumph Bancshares, Inc.
−Removed: (incorporated by reference to Annex B 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.
−Removed: 333-258059)).
Agreement and Plan of Merger, dated as of November 18, 2021, by and among Simmons First National Corporation and Spirit of Texas Bancshares, Inc.
3 unchanged sentences
333-258059)).
−Removed: Articles of Amendment to the Amended and Restated Articles of Incorporation of Simmons First National Corporation, dated August 3, 2022.*
+Added: Articles of Amendment to the Amended and Restated Articles of Incorporation of Simmons First National Corporation, dated August 3, 2022 (incorporated by reference to Exhibit 3.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.
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.
3 unchanged sentences
No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.
−Removed: First Amendment to Deferred Compensation Agreement for Jennifer Compton dated July 27, 2022.*^
−Removed: First Amendment to Deferred Compensation Agreement for George Makris, III dated July 27, 2022.*^
−Removed: First Amendment to Deferred Compensation Agreement for Matthew Reddin dated August 4, 2022.*^
+Added: Second Amendment to Deferred Compensation Agreement for George A Makris Jr.
+Added: dated January 25, 2023 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on January 25, 2023 (File No.
+Added: Form of Associate Restricted Stock Unit Award Certificate and Terms and Conditions (2015 Plan - 2023).*
+Added: Form of Associate Performance Share Unit Award Certificate and Terms and Conditions (2015 Plan - 2023).*
+Added: Form of Associate Cash Award Certificate and Terms and Conditions (2015 Plan - 2023).*
+Added: Executive Change in Control Severance Agreement for Ann Madea dated November 12, 2021.*
+Added: Indemnification Agreement for Ann Madea dated November 12, 2021.*
+Added: First Amended and Restated Executive Change in Control Agreement for Chad Rawls dated November 8, 2022.*
+Added: Indemnification Agreement for Chad Rawls dated November 8, 2022.*
+Added: Executive Change in Control Agreement for Brad Yaney dated November 4, 2022.*
+Added: Indemnification Agreement for Brad Yaney dated November 4, 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.
Awareness Letter of FORVIS, LLP.*
−Removed: Rule 13a-15(e) and 15d-15(e) Certification – George A.
−Removed: Makris, Jr., Chairman and Chief Executive Officer.*
+Added: Rule 13a-15(e) and 15d-15(e) Certification – Robert A.
+Added: Fehlman, Chief Executive Officer.*
Rule 13a-15(e) and 15d-15(e) Certification – James M.
−Removed: Brogdon, Executive Vice President, Chief Financial Officer, and Treasurer.*
+Added: Brogdon, President and Chief Financial Officer.*
Rule 13a-15(e) and 15d-15(e) Certification – David W.
−Removed: Garner, Executive Vice President, Executive Director of Finance and Accounting and Chief Accounting Officer.*
+Added: Garner, Executive Vice President and Chief Accounting Officer.*
Certification Pursuant to 18 U.S.C.
−Removed: Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – George A.
−Removed: Makris, Jr., Chairman and Chief Executive Officer.*
+Added: Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Robert A.
+Added: Fehlman, Chief Executive Officer.*
Certification Pursuant to 18 U.S.C.
Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – James M.
−Removed: Brogdon, Executive Vice President, Chief Financial Officer, and Treasurer.*
+Added: Brogdon, President and Chief Financial Officer.*
Certification Pursuant to 18 U.S.C.
Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – David W.
−Removed: Garner, Executive Vice President, Executive Director of Finance and Accounting and Chief Accounting Officer.*
+Added: Garner, Executive Vice President and Chief Accounting Officer.*
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
7 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: November 4, 2022 /s/ George A.
−Removed: Chairman and Chief Executive Officer
+Added: May 5, 2023 /s/ Robert A.
+Added: Chief Executive Officer
(Principal Executive Officer)
−Removed: November 4, 2022 /s/ James M.
−Removed: Executive Vice President, Chief Financial Officer and Treasurer
+Added: May 5, 2023 /s/ James M.
+Added: President and Chief Financial Officer
(Principal Financial Officer)
−Removed: November 4, 2022 /s/ David W.
−Removed: Executive Vice President, Executive Director of Finance and
−Removed: Accounting and Chief Accounting Officer
+Added: May 5, 2023 /s/ David W.
+Added: Executive Vice President and Chief Accounting Officer
(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.