SIMMONS FIRST NATIONAL CORP 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations As permitted by SEC rules, management presents a sequential quarterly analysis of the Company’s performance as we believe that comparing current quarter results to those of the immediately preceding fiscal quarter is more useful in identifying current business trends and provides a more relevant analysis of our business results. Accordingly, we have compared our results of operations for the three months ended June 30, 2024 to our results of operations for the three months ended March 31, 2024, as applicable, throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations. For additional information regarding the Company’s results for the three months ended March 31, 2024, please refer to our first quarter Form 10-Q filed with the SEC on May 7, 2024. OVERVIEW During the first half of 2024, we delivered solid results that clearly reflect our driving principles centered on a strong risk management culture, profitability and organic growth. While we continue to operate against a backdrop of uncertainty concerning slower economic growth and the timing of lower interest rates, we are comforted by our strong capital and liquidity positions: • Total deposits as of June 30, 2024 were $21.84 billion, compared to $22.24 billion as of December 31, 2023. Uninsured non-collateralized deposits as of June 30, 2024 were approximately $4.41 billion, or 20% of total deposits. • Capital levels were steady during the quarter, with all regulatory capital ratios remaining significantly above “well-capitalized” guidelines as of June 30, 2024 (see Table 11 in the Risk-Based Capital section below). As of June 30, 2024, our ratio of common equity to total assets was 12.64%, the ratio of tangible common equity to tangible assets was 7.84% and our Tier 1 leverage ratio was 9.49%. • Key credit quality metrics as of June 30, 2024 also remained solid, with our nonperforming loan coverage ratio at 223% and our allowance for credit losses as a percent of total loans ratio was 1.34%. • Significant liquidity position with a loan to deposit ratio of 79% and 76% as of June 30, 2024 and December 31, 2023, respectively. Additional liquidity sources available to us as of June 30, 2024 totaled $11.12 billion and our uninsured, non-collateralized deposit coverage ratio was 2.5x. Our net income for the three months ended June 30, 2024 was $40.8 million, or $0.32 diluted earnings per share, compared to net income of $38.9 million, or $0.31 diluted earnings per share, for the three months ended March 31, 2024. Included in both comparative period end results were certain items related to our branch right sizing initiatives, FDIC special assessment, and early retirement program costs, while the results for the three months ended June 30, 2024 also included certain adjustments for the termination of vendor and software services. Excluding these certain items and the tax effect, adjusted earnings for the three months ended June 30, 2024 were $41.9 million, or $0.33 adjusted diluted earnings per share, compared to $40.4 million, or $0.32 adjusted diluted earnings per share, for the three months ended March 31, 2024. Net income for the six months ended June 30, 2024 was $79.6 million, or $0.63 diluted earnings per share, compared to net income of $103.9 million, or $0.82 diluted earnings per share, for the six months ended June 30, 2023. Included in the results for the six months ended June 30, 2024 were certain items related to a FDIC special assessment and termination of vendor and software services; results for the six months ended June 30, 2023 included certain items related to acquisition costs and loss on sale of securities. Also included in each comparative period end results were certain items related to branch right sizing initiatives and early retirement program costs. Excluding these certain items and the tax effect, adjusted earnings for the six months ended June 30, 2024 were $82.2 million, or $0.65 adjusted diluted earnings per share, compared to $108.7 million, or $0.85 adjusted diluted earnings per share, for the six months ended June 30, 2023. In 2024, Simmons Bank was recognized by U.S. News & World Report as one of the “2024-2025 Best Companies to Work For in the South” and by Forbes as one of “America’s Best-In-State Banks 2024 in Tennessee”. Credit trends throughout the industry are beginning to normalize after an extended period at historically low levels. Our asset quality metrics remain strong and reflect our conservative credit culture, as well as our focus on maintaining disciplined pricing and conservative underwriting standards given the current economic environment. Total nonperforming loans as of June 30, 2024, December 31, 2023, and June 30, 2023 were $103.4 million, $84.5 million, and $72.0 million, respectively. Non-performing assets as a percent of total assets were 0.39% at June 30, 2024, compared to 0.33% at December 31, 2023 and 0.28% at June 30, 2023. As of June 30, 2024, stockholders’ equity was $3.46 billion, book value per share was $27.56 and tangible book value per share was $16.20. 49 Total loans were $17.19 billion at June 30, 2024, compared to $16.85 billion at December 31, 2023. Our unfunded commitments were $4.02 billion and $4.17 billion as of June 30, 2024 and December 31, 2023, respectively. Our commercial loan pipeline totaled $1.00 billion as of June 30, 2024, compared to $948.2 million at December 31, 2023. In our discussion and analysis of our financial condition and results of operation in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we provide certain financial information determined by methods other than in accordance with US GAAP. We believe the presentation of non-GAAP financial measures provides a meaningful basis for period-to-period and company-to-company comparisons, which we believe will assist investors and analysts in analyzing the adjusted financial measures of the Company and predicting future performance. See the GAAP Reconciliation of Non-GAAP Financial Measures section below for additional discussion and reconciliations of non-GAAP measures. Simmons First National Corporation is a Mid-South based financial holding company that, as of June 30, 2024, has approximately $27.4 billion in consolidated assets and, through its subsidiaries, conducts financial operations in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas. CRITICAL ACCOUNTING ESTIMATES Overview We follow accounting and reporting policies that conform, in all material respects, to US GAAP and to general practices within the financial services industry. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates. We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements. The accounting policies that we view as critical to us are those relating to estimates and judgments regarding (a) the determination of the adequacy of the allowance for credit losses, (b) acquisition accounting and valuation of loans, (c) the valuation of goodwill and the useful lives applied to intangible assets, (d) the valuation of stock-based compensation plans and (e) income taxes. Allowance for Credit Losses The allowance for credit losses is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations. The allowance, in the judgment of management, is necessary to reserve for expected credit losses and risks inherent in the loan portfolio. Our allowance for credit loss methodology includes reserve factors calculated to estimate current expected credit losses to amortized cost balances over the remaining contractual life of the portfolio, adjusted for prepayments, in accordance with ASC Topic 326-20, Financial Instruments - Credit Losses . For further information see the section Allowance for Credit Losses below. Our evaluation of the allowance for credit losses is inherently subjective as it requires material estimates. The actual amounts of credit losses realized in the near term could differ from the amounts estimated in arriving at the allowance for credit losses reported in the financial statements. Acquisition Accounting, Loans We account for our acquisitions under ASC Topic 805, Business Combinations , which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. The fair value for acquired loans at the time of acquisition is based on a variety of factors including discounted expected cash flows, adjusted for estimated prepayments and credit losses. In accordance with ASC 326, the fair value adjustment is recorded as a premium or discount to the unpaid principal balance of each acquired loan. Loans that have been identified as having experienced a more-than-insignificant deterioration in credit quality since origination are purchased credit deteriorated (“PCD”) loans. The net premium or discount on PCD loans is adjusted by our allowance for credit losses recorded at the time of acquisition. The remaining net premium or discount is accreted or amortized into interest income over the remaining life of the loan using a constant yield method. The net premium or discount on loans that are not classified as PCD (“non-PCD”), that includes credit and non-credit components, is 50 accreted or amortized into interest income over the remaining life of the loan using a constant yield method. We then record the necessary allowance for credit losses on the non-PCD loans through provision for credit losses expense. Goodwill and Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be separately distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. We perform an annual goodwill impairment test, and more than annually if circumstances warrant, in accordance with ASC Topic 350, Intangibles – Goodwill and Other , as amended by ASU 2011-08 – T esting Goodwill for Impairment and ASU 2017-04 - Intangibles – Goodwill and Other . ASC Topic 350 requires that goodwill and intangible assets that have indefinite lives be reviewed for impairment annually or more frequently if certain conditions occur. Our assessment depends on several assumptions which are dependent on market and economic conditions. Impairment losses on recorded goodwill, if any, will be recorded as operating expenses. To quantitatively test goodwill for impairment, a present value of discounted cash flows calculation is completed and relies on several assumptions that have a level of subjectivity and judgement. These assumptions are dependent on market and economic conditions. Key inputs to estimate terminal fair value of the Company include projected forecasts, noninterest expense savings and a pricing multiple based on a group of peer banks with similar characteristics. These inputs are discounted by the cost of equity, which includes assumptions involving our beta; equity risk, size and company premiums; and the 20-year treasury rate. Assumptions used in calculating the cost of equity are obtained from market and third-party data. Results are compared to book value; no impairment was indicated as of June 30, 2024. Judgement is inherent in assessing goodwill for impairment. The various assumptions used in assessing goodwill for impairment involve uncertainties that are beyond our control and could cause actual results to differ materially from those projected. Stock-Based Compensation Plans We have adopted various stock-based compensation plans. The plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units and stock awards. Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awarding of restricted stock, restricted stock units or performance stock units granted to directors, officers and other key employees. In accordance with ASC Topic 718, Compensation – Stock Compensation , the fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses various assumptions. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. For additional information, see Note 15, Stock-Based Compensation, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this report. Income Taxes We are subject to the federal income tax laws of the United States, and the tax laws of the states and other jurisdictions where we conduct business. Due to the complexity of these laws, taxpayers and the taxing authorities may subject these laws to different interpretations. Management must make conclusions and estimates about the application of these innately intricate laws, related regulations, and case law. When preparing the Company’s income tax returns, management attempts to make reasonable interpretations of the tax laws. Taxing authorities have the ability to challenge management’s analysis of the tax law or any reinterpretation management makes in its ongoing assessment of facts and the developing case law. Management assesses the reasonableness of its effective tax rate quarterly based on its current estimate of net income and the applicable taxes expected for the full year. On a quarterly basis, management also reviews circumstances and developments in tax law affecting the reasonableness of deferred tax assets and liabilities and reserves for contingent tax liabilities. 51 NET INTEREST INCOME Overview Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors that determine the level of net interest income include the volume of earning assets and interest bearing liabilities, yields earned and rates paid, the level of non-performing loans and the amount of noninterest bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate of 26.135%. Our practice is to limit exposure to interest rate movements by maintaining a significant portion of earning assets and interest bearing liabilities in short-term repricing. In the last several years, on average, approximately 41% of our loan portfolio and approximately 89% of our time deposits have repriced in one year or less. As of June 30, 2024, our interest rate sensitivity shows that approximately 45% of our loans and 93% of our time deposits will reprice in the next year. Net Interest Income - Sequential Quarter Analysis For the three month period ended June 30, 2024, net interest income on a fully taxable equivalent basis was $160.5 million, an increase of $2.2 million, or 1.4%, compared to the three months ended March 31, 2024. The increase in net interest income was primarily the result of a $6.7 million increase in fully tax equivalent interest income, partially offset by a $4.5 million increase in interest expense. The increase in interest income on a fully taxable equivalent basis primarily resulted from a $9.4 million increase in interest income on loans, partially offset by a decrease of $2.8 million in interest income on investment securities. The increase in interest income provided by loans reflects an increase in loan volume of $3.2 million, coupled with a $6.3 million increase in interest income related to loan yield. The loan yield for the second quarter of 2024 was 6.39% compared to 6.24% from the preceding sequential quarter, representing a 15 basis point increase. The decrease in interest income on investment securities was primarily related to a $1.7 million decrease in interest income on taxable investment securities due to yield decreases of 16 basis points. Further contributing to the decrease in interest income on taxable investment securities was a $1.3 million decrease in volume related to our taxable investment portfolio, as our portfolio experienced pay downs and maturities over the period, which was reinvested into our loan portfolio. The $4.5 million increase in interest expense is mostly due to the additional reliance on other wholesale borrowings sources, primarily Federal Home Loan Bank (“FHLB”) advances, which led to a $3.4 million increase in interest expense during the quarter. Interest expense increased $2.2 million due to the modest increase in rate of 5 basis points on interest-bearing deposit accounts as the pace of higher rate account migration eased. Interest expense decreased by $1.1 million due to the decrease in deposit volume over the period, which partially offset the increase related to rates. Net Interest Income - Year-over-Year Analysis Net interest income on a fully taxable equivalent basis for the six month period ended June 30, 2024 decreased $34.7 million, or 9.8%, over the same period in 2023. The decrease in net interest income on a fully taxable equivalent basis was the result of a $76.0 million increase in fully tax equivalent interest income, more than offset by a $110.7 million increase in interest expense. The increase in interest income during the six month period ended June 30, 2024 resulted from increases in interest income on loans and investments, primarily as a result of rising market interest rates. The increase in interest income on loans of $60.9 million reflects an increase in loan volume of $14.2 million coupled with a 54 basis point rise in loan yield that resulted in a $46.7 million increase. The increase in our loan volume was due to solid organic loan growth over the comparative period. The increase of $15.9 million in interest income on investment securities is primarily related to an increase of $27.6 million in interest income on taxable investment securities due to yield increases over the period of 129 basis points. The increase in interest income on taxable investment securities due to yield increases was mitigated by an $11.7 million decrease due to the decline in our taxable investment portfolio average balances which decreased by $776.8 million or 15.9%, as our portfolio experienced pay downs, maturities and a strategic sale of $241.1 million of lower-yielding available-for-sale (“AFS”) securities late in the fourth quarter of 2023, the proceeds of which we used to pay off higher-rate wholesale fundings. 52 The $110.7 million increase in interest expense is mainly due to the increase in our deposit account rates over the period, combined with the change in deposit mix as the market experiences a shift in consumer sentiment given the attractiveness of higher yielding time deposits in the current higher interest rate environment. Interest expense increased $94.8 million due to the increase in rate of 116 basis points on interest-bearing deposit accounts and $14.2 million due to the increase in deposit volume over the period. Further, an increase of $2.7 million in interest expense was related to an increase in rates on our subordinated debentures during the same period. We continually monitor and look for opportunities to fairly reprice our deposits while remaining competitive in this current challenging rate environment. Net Interest Margin Our net interest margin on a fully tax equivalent basis was 2.69% and 2.68% for the three and six month period ended June 30, 2024, as compared to 2.66% and 2.92% for the three months ended March 31, 2024 and the six months ended June 30, 2023, respectively. While net interest margin was relatively flat compared to the preceding sequential quarter with an increase of 3 basis points, net interest margin decreased 24 basis points during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease when compared to the same period in the prior year was primarily due to the rising deposit rate pressure from increased market competition and consumer migration toward higher rate deposits. Net Interest Income Tables Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three months ended June 30, 2024 and March 31, 2024 and the six months ended June 30, 2024 and 2023, respectively. Table 1: Analysis of Net Interest Margin (FTE = Fully Taxable Equivalent using an effective tax rate of 26.135%) Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, (In thousands) 2024 2024 2024 2023 Interest income $ 329,145 $ 322,649 $ 651,794 $ 576,357 FTE adjustment 6,576 6,422 12,998 12,417 Interest income – FTE 335,721 329,071 664,792 588,774 Interest expense 175,240 170,743 345,983 235,292 Net interest income – FTE $ 160,481 $ 158,328 $ 318,809 $ 353,482 Yield on earning assets – FTE 5.64 % 5.53 % 5.58 % 4.87 % Cost of interest bearing liabilities 3.72 % 3.64 % 3.68 % 2.56 % Net interest spread – FTE 1.92 % 1.89 % 1.90 % 2.31 % Net interest margin – FTE 2.69 % 2.66 % 2.68 % 2.92 % Table 2: Changes in Fully Taxable Equivalent Net Interest Margin Three Months Ended Six Months Ended (In thousands) June 30, 2024 compared to March 31, 2024 June 30, 2024 compared to June 30, 2023 Increase (decrease) due to change in earning assets $ 1,647 $ (991) Increase due to change in earning asset yields 5,003 77,009 Decrease due to change in interest bearing liabilities (2,068) (10,462) Decrease due to change in interest rates paid on interest bearing liabilities (2,429) (100,229) Increase (decrease) in net interest income $ 2,153 $ (34,673) 53 Table 3 shows, for each major category of earning assets and interest bearing liabilities, the average (computed on a daily basis) amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for the three months ended June 30, 2024 and March 31, 2024 and the six months ended June 30, 2024 and 2023, respectively. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Nonaccrual loans were included in average loans for the purpose of calculating the rate earned on total loans. Table 3: Average Balance Sheets and Net Interest Income Analysis (FTE = Fully Taxable Equivalent using an effective tax rate of 26.135%) Three Months Ended June 30, 2024 March 31, 2024 Average Income/ Yield/ Average Income/ Yield/ (In thousands) Balance Expense Rate (%) Balance Expense Rate (%) ASSETS Earning assets: Interest bearing balances due from banks and federal funds sold $ 214,777 $ 2,964 5.55 $ 211,121 $ 3,010 5.73 Investment securities - taxable 4,035,508 39,283 3.92 4,162,455 42,198 4.08 Investment securities - non-taxable 2,597,005 21,429 3.32 2,635,368 21,301 3.25 Mortgage loans held for sale 10,328 194 7.55 9,048 148 6.58 Loans - including fees 17,101,799 271,851 6.39 16,900,496 262,414 6.24 Total interest earning assets 23,959,417 335,721 5.64 23,918,488 329,071 5.53 Non-earning assets 3,345,860 3,340,911 Total assets $ 27,305,277 $ 27,259,399 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Interest bearing liabilities: Interest bearing transaction and savings deposits $ 10,973,462 $ 79,087 2.90 $ 11,132,396 $ 78,692 2.84 Time deposits 6,447,259 73,946 4.61 6,448,014 73,241 4.57 Total interest bearing deposits 17,420,721 153,033 3.53 17,580,410 151,933 3.48 Federal funds purchased and securities sold under agreements to repurchase 50,558 156 1.24 54,160 189 1.40 Other borrowings 1,111,734 15,025 5.44 873,278 11,649 5.37 Subordinated debt and debentures 366,198 7,026 7.72 366,160 6,972 7.66 Total interest bearing liabilities 18,949,211 175,240 3.72 18,874,008 170,743 3.64 Noninterest bearing liabilities: Noninterest bearing deposits 4,624,819 4,654,179 Other liabilities 280,092 284,191 Total liabilities 23,854,122 23,812,378 Stockholders’ equity 3,451,155 3,447,021 Total liabilities and stockholders’ equity $ 27,305,277 $ 27,259,399 Net interest spread – FTE 1.92 1.89 Net interest margin – FTE $ 160,481 2.69 $ 158,328 2.66 54 Six Months Ended June 30, 2024 June 30, 2023 Average Income/ Yield/ Average Income/ Yield/ (In thousands) Balance Expense Rate (%) Balance Expense Rate (%) ASSETS Earning assets: Interest bearing balances due from banks and federal funds sold $ 212,949 $ 5,974 5.64 $ 360,221 $ 6,806 3.81 Investment securities - taxable 4,098,980 81,481 4.00 4,875,784 65,549 2.71 Investment securities - non-taxable 2,616,187 42,730 3.28 2,625,923 42,775 3.28 Mortgage loans held for sale 9,688 342 7.10 7,526 236 6.32 Loans - including fees 17,001,148 534,265 6.32 16,517,110 473,408 5.78 Total interest earning assets 23,938,952 664,792 5.58 24,386,564 588,774 4.87 Non-earning assets 3,343,386 3,241,638 Total assets $ 27,282,338 $ 27,628,202 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Interest bearing liabilities: Interest bearing transaction and savings deposits $ 11,052,928 $ 157,779 2.87 $ 11,365,205 $ 102,475 1.82 Time deposits 6,447,635 147,187 4.59 5,535,186 93,417 3.40 Total interest bearing deposits 17,500,563 304,966 3.50 16,900,391 195,892 2.34 Federal funds purchased and securities sold under agreements to repurchase 52,359 345 1.33 134,249 641 0.96 Other borrowings 992,506 26,674 5.40 1,120,421 27,460 4.94 Subordinated debt and debentures 366,179 13,998 7.69 366,028 11,299 6.23 Total interest bearing liabilities 18,911,607 345,983 3.68 18,521,089 235,292 2.56 Noninterest bearing liabilities: Noninterest bearing deposits 4,639,498 5,458,509 Other liabilities 282,144 283,849 Total liabilities 23,833,249 24,263,447 Stockholders’ equity 3,449,089 3,364,755 Total liabilities and stockholders’ equity $ 27,282,338 $ 27,628,202 Net interest spread – FTE 1.90 2.31 Net interest margin – FTE $ 318,809 2.68 $ 353,482 2.92 55 Table 4 shows changes in interest income and interest expense resulting from changes in both volume and interest rates for the three months ended June 30, 2024 as compared to the three months ended March 31, 2024 and the six months ended June 30, 2024 and 2023, respectively. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates in proportion to the relationship of absolute dollar amounts of the changes in rates and volume. Table 4: Volume/Rate Analysis Three Months Ended Six Months Ended June 30, 2024 compared to March 31, 2024 June 30, 2024 compared to June 30, 2023 (In thousands, on a fully taxable equivalent basis) Volume Yield/ Rate Total Volume Yield/ Rate Total Increase (decrease) in: Interest income: Interest bearing balances due from banks and federal funds sold $ 51 $ (97) $ (46) $ (3,400) $ 2,568 $ (832) Investment securities - taxable (1,265) (1,650) (2,915) (11,691) 27,623 15,932 Investment securities - non-taxable (312) 440 128 (159) 114 (45) Mortgage loans held for sale 22 24 46 74 32 106 Loans - including fees 3,151 6,286 9,437 14,185 46,672 60,857 Total 1,647 5,003 6,650 (991) 77,009 76,018 Interest expense: Interest bearing transaction and savings accounts (1,132) 1,527 395 (2,890) 58,194 55,304 Time deposits (9) 714 705 17,129 36,641 53,770 Federal funds purchased and securities sold under agreements to repurchase (13) (20) (33) (483) 187 (296) Other borrowings 3,221 155 3,376 (3,299) 2,513 (786) Subordinated notes and debentures 1 53 54 5 2,694 2,699 Total 2,068 2,429 4,497 10,462 100,229 110,691 (Decrease) increase in net interest income $ (421) $ 2,574 $ 2,153 $ (11,453) $ (23,220) $ (34,673) PROVISION FOR CREDIT LOSSES The provision for credit losses represents management’s determination of the amount necessary to be charged against the current period’s earnings in order to maintain the allowance for credit losses at a level considered appropriate in relation to the estimated lifetime risk inherent in the loan portfolio. The level of provision to the allowance is based on management’s judgment, with consideration given to the composition, maturity and other qualitative characteristics of the portfolio, assessment of current economic conditions, reasonable and supportable forecasts, past due and non-performing loans and historical net credit loss experience. It is management’s practice to review the allowance on a monthly basis and, after considering the factors previously noted, to determine the level of provision made to the allowance. The provision for credit losses for the three months ended June 30, 2024 was $11.1 million as compared to $10.2 million for the three months ended March 31, 2024. Provision expense for both periods was related to loans and reflected loan growth in the quarters, as well as the impact of updated economic assumptions. For the six months ended June 30, 2024, our provision for credit losses was $21.3 million as compared to $24.3 million for the same period ended June 30, 2023. Provision expense for the six months ended June 30, 2024 was related to loans and reflected loan growth in the quarter, as well as the impact of updated economic assumptions. Provision expense for the same period ended June 30, 2023 consisted of a $16.0 million expense related to loans and was primarily due to the impacts described above, combined with a $13.3 million expense related to securities and was primarily due to decreases in the value of corporate bonds in the investment securities portfolio. 56 NONINTEREST INCOME Noninterest income is principally derived from recurring fee income, which includes service charges, wealth management fees and debit and credit card fees. Noninterest income also includes income on the sale of mortgage loans, income from the increase in cash surrender values of bank owned life insurance and gains (losses) from sales of securities. For the three month period ended June 30, 2024, total noninterest income was $43.3 million, an increase of approximately $115,000 or 0.3%, compared to the three month period ended March 31, 2024. While the individual line items were all relatively flat as compared to the three month period ended March 31, 2024, the sequential increase was primarily driven by an increase of $796,000 in wealth management fees due to more favorable market conditions during the quarter, partially offset by a decrease of $347,000 in mortgage lending income. Noninterest income for the six months ended June 30, 2024 decreased by approximately $4.3 million or 4.8% as compared to the six months ended June 30, 2023. The decrease, as compared to the same period in 2023, was primarily due to a $4.0 million legal reserve recapture associated with litigation, coupled with fair value adjustments related to Small Business Investment Company (“SBIC”) investments and death benefits from bank owned life insurance totaling $3.5 million recorded during the six months ended June 30, 2023, which were partially offset by an increase of $2.2 million in bank owned life insurance income related to a higher earnings credit rate as compared to the prior period. Table 5 shows noninterest income for the three month periods ended June 30, 2024 and March 31, 2024 and the six months ended June 30, 2024 and 2023, respectively, as well as changes between periods. Table 5: Noninterest Income Three Months Ended Six Months Ended June 30, March 31, Change June 30, June 30, Change (Dollars in thousands) 2024 2024 $ % 2024 2023 $ % Service charges on deposit accounts $ 12,252 $ 11,955 $ 297 2.5% $ 24,207 $ 25,319 $ (1,112) (4.4)% Debit and credit card fees 8,162 8,246 (84) (1.0) 16,408 15,938 470 3.0 Wealth management fees 8,274 7,478 796 10.6 15,752 14,805 947 6.4 Mortgage lending income 1,973 2,320 (347) (15.0) 4,293 3,973 320 8.1 Bank owned life insurance income 3,876 3,814 62 1.6 7,690 5,528 2,162 39.1 Other service charges and fees 2,352 2,199 153 7.0 4,551 4,544 7 0.2 Loss on sale of securities, net — — — — — (391) 391 (100.0) Other income 6,410 7,172 (762) (10.6) 13,582 21,099 (7,517) (35.6) Total noninterest income $ 43,299 $ 43,184 $ 115 0.3% $ 86,483 $ 90,815 $ (4,332) (4.8)% Recurring fee income (total service charges, wealth management fees, debit and credit card fees) was $31.0 million and $29.9 million for the three month periods ended June 30, 2024 and March 31, 2024, respectively, and was $60.9 million and $60.6 million for the six month periods ended June 30, 2024 and 2023, respectively. NONINTEREST EXPENSE Noninterest expense consists of salaries and employee benefits, occupancy, equipment, foreclosure losses and other expenses necessary for our operations. Management remains committed to controlling the level of noninterest expense through the continued use of expense control measures. We utilize an extensive profit planning and reporting system involving all subsidiaries. Based on a needs assessment of the business plan for the upcoming year, monthly and annual profit plans are developed, including manpower and capital expenditure budgets. These profit plans are subject to extensive initial reviews and monitored by management monthly. Variances from the plan are reviewed monthly and, when required, management takes corrective action intended to ensure financial goals are met. We also regularly monitor staffing levels at each subsidiary to ensure productivity and overhead are in line with existing workload requirements. Noninterest expense was $139.4 million for the three month period ended June 30, 2024, as compared to noninterest expense of $139.9 million for the three month period ended March 31, 2024, representing a decrease of $525,000, or 0.4%, as compared to the preceding quarter. Adjusted noninterest expense, which excludes branch right sizing, FDIC special assessment, early retirement program costs and termination of vendor and software services (for the three months ended June 30, 2024), for the three months ended June 30, 2024 was flat as compared to the three months ended March 31, 2024, and resulted in a modest decrease of $56,000. 57 Noninterest expense for the six months ended June 30, 2024 decreased by approximately $3.7 million or 1.3% as compared to the six months ended June 30, 2023. Adjusted noninterest expense, which excludes branch right sizing, merger related costs (for the six months ended June 30, 2023), FDIC special assessment (for the six months ended June 30, 2024), termination of vendor and software services (for the six months ended June 30, 2024) and early retirement program costs, decreased $1.1 million, or 0.4%, as compared to the six months ended June 30, 2023. Salaries and employee benefits expense decreased $1.9 million during the three month period ended June 30, 2024 as compared to the preceding sequential quarter and decreased $8.4 million during the six month period ended June 30, 2024 when compared to the same period in the prior year. Adjusted salaries and employee benefits expense, which excludes early retirement program costs, for the three months ended June 30, 2024, decreased $1.8 million, or 2.5%, as compared to the preceding sequential quarter and decreased $5.1 million, or 3.5%, during the six month period ended June 30, 2024 when compared to the same period in the prior year. The decrease as compared to the preceding sequential quarter is primarily due to higher payroll taxes typically incurred during the first quarter, while the decrease as compared to the same period in the prior year is primarily due to the successful execution of programs as part of our Better Bank Initiative. Deposit insurance expense for the three and six months ended June 30, 2024 as compared to the three months ended March 31, 2024 and six months ended June 30, 2023 decreased by $1.5 million and increased by $2.7 million, respectively. The variance in deposit insurance expense on a sequential quarter basis is significantly attributable to the additional FDIC special assessments of $283,000 and $1.5 million during the three months ended June 30, 2024 and March 31, 2024, respectively, which were levied to support the Deposit Insurance Fund following the failure of certain banks in 2023. The increase in deposit insurance expense for the six months ended June 30, 2024 as compared to the same period in 2023 is primarily due to the base assessment rate related to changes in the mix of deposits. Table 6 below shows noninterest expense for the three month periods ended June 30, 2024 and March 31, 2024 and the six months ended June 30, 2024 and 2023, respectively, as well as changes between periods. Table 6: Noninterest Expense Three Months Ended Six Months Ended June 30, March 31, Change June 30, June 30, Change (Dollars in thousands) 2024 2024 $ % 2024 2023 $ % Salaries and employee benefits $ 70,598 $ 72,434 $ (1,836) (2.5)% $ 143,032 $ 148,152 $ (5,120) (3.5)% Early retirement program 118 219 (101) (46.1) 337 3,609 (3,272) (90.7) Occupancy expense, net 11,864 12,258 (394) (3.2) 24,122 22,988 1,134 4.9 Furniture and equipment expense 5,623 5,141 482 9.4 10,764 10,179 585 5.8 Other real estate and foreclosure expense 117 179 (62) (34.6) 296 475 (179) (37.7) Deposit insurance 5,682 7,135 (1,453) (20.4) 12,817 10,094 2,723 27.0 Merger related costs — — — — — 1,415 (1,415) (100.0) Other operating expenses: Professional services 6,329 4,067 2,262 55.6 10,396 9,642 754 7.8 Postage 2,174 2,037 137 6.7 4,211 4,690 (479) (10.2) Telephone 1,560 1,720 (160) (9.3) 3,280 3,432 (152) (4.4) Debit and credit card 3,215 3,328 (113) (3.4) 6,543 6,633 (90) (1.4) Marketing 6,359 6,648 (289) (4.4) 13,007 12,254 753 6.1 Software and technology 10,872 10,743 129 1.2 21,615 20,592 1,023 5.0 Operating supplies 607 639 (32) (5.0) 1,246 1,288 (42) (3.3) Amortization of intangibles 3,852 3,850 2 0.1 7,702 8,194 (492) (6.0) Branch right sizing 519 236 283 * 755 1,074 (319) (29.7) Other 9,865 9,245 620 6.7 19,110 18,213 897 4.9 Total noninterest expense $ 139,354 $ 139,879 $ (525) (0.4)% $ 279,233 $ 282,924 $ (3,691) (1.3)% * Not meaningful 58 INVESTMENTS AND SECURITIES Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as either held-to-maturity (“HTM”) or AFS. Our philosophy regarding investments is conservative based on investment type and maturity. Investments in the portfolio primarily include U.S. Treasury securities, U.S. Government agencies, MBS and municipal securities. Our general policy is not to invest in derivative type investments or high-risk securities, except for collateralized MBS for which collection of principal and interest is not subordinated to significant superior rights held by others. HTM and AFS investment securities were $3.69 billion and $2.89 billion, respectively, at June 30, 2024, compared to the HTM amount of $3.73 billion and AFS amount of $3.15 billion at December 31, 2023. We continue to look for opportunities to maximize the value of the investment portfolio. During the quarters ended June 30, 2022 and September 30, 2021, we transferred, at fair value, $1.99 billion and $500.8 million, respectively, of securities from the AFS portfolio to the HTM portfolio. The related remaining combined net unrealized losses of $117.4 million in accumulated other comprehensive income (loss) as of June 30, 2024 will be amortized over the remaining life of the securities. No gains or losses on these securities were recognized at the time of transfer. Management has the ability and intent to hold the securities classified as HTM until they mature, at which time we expect to receive full value for the securities. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. We expect the cash flows from principal maturities of securities to provide flexibility to fund future loan growth or reduce wholesale funding. Furthermore, as of June 30, 2024, we have the ability to hold the securities classified as AFS for a period of time sufficient for a recovery of amortized cost, we do not have an immediate intent to sell the securities classified as AFS, and we believe the accounting standard of “more likely than not” has not been met regarding whether we would be required to sell any of the AFS securities before recovery of amortized cost. During 2024, we will continue to evaluate targeted sales of AFS securities based on prevailing market conditions and our funding and liquidity positions. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of June 30, 2024, we believe the declines in fair value are temporary and we do not believe any of the securities are impaired due to reasons of credit quality. During the third quarter of 2021, we began utilizing interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of $1.0 billion of fixed rate callable municipal securities held in the AFS portfolio. These swap agreements consist of a two year forward start date and involve the payment of fixed interest rates with a weighted average rate of 1.21% in exchange for variable interest rates based on federal funds rates, which became effective during late third quarter of 2023. Securities within these swap agreements have maturity dates varying between 2028 and 2029. For the six months ended June 30, 2024, the net amount included in interest income on investment securities in the consolidated statements of income related to these swap agreements was $23.1 million. LOAN PORTFOLIO Our loan portfolio averaged $17.00 billion and $16.52 billion during the first six months of 2024 and 2023, respectively. As of June 30, 2024, total loans were $17.19 billion, an increase of $346.8 million from December 31, 2023. The increase in the average loan balance during the first six months of 2024 when compared to the same period in 2023 is primarily due to the continued widespread organic loan growth throughout our geographic markets over the comparative period. The most significant components of the loan portfolio were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans). We seek to manage our credit risk by diversifying our loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral, obtaining and monitoring collateral, providing an appropriate allowance for credit losses and regularly reviewing loans through the internal loan review process. The loan portfolio is diversified by borrower, purpose, industry and geographic region. We seek to use diversification within the loan portfolio to reduce 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. We use the allowance for credit losses as a method to value the loan portfolio at its estimated collectible amount. Loans are regularly reviewed to facilitate the identification and monitoring of deteriorating credits. 59 The balances of loans outstanding at the indicated dates are reflected in Table 7, according to type of loan. Table 7: Loan Portfolio June 30, December 31, (In thousands) 2024 2023 Consumer: Credit cards $ 178,354 $ 191,204 Other consumer 130,278 127,462 Total consumer 308,632 318,666 Real estate: Construction and development 3,056,703 3,144,220 Single family residential 2,666,201 2,641,556 Other commercial 7,760,266 7,552,410 Total real estate 13,483,170 13,338,186 Commercial: Commercial 2,484,474 2,490,176 Agricultural 285,181 232,710 Total commercial 2,769,655 2,722,886 Other 630,980 465,932 Total loans before allowance for credit losses $ 17,192,437 $ 16,845,670 Consumer loans consist of credit card loans and other consumer loans. Consumer loans were $308.6 million at June 30, 2024, or 1.8% of total loans, compared to $318.7 million, or 1.9% of total loans at December 31, 2023. The decrease in consumer loans from December 31, 2023, to June 30, 2024, was primarily due to loan payoffs and pay downs within the credit card portfolio during the period. Real estate loans consist of construction and development loans (“C&D”) loans, single-family residential loans and commercial real estate (“CRE”) loans. Real estate loans were $13.48 billion at June 30, 2024, or 78.4% of total loans, compared to $13.34 billion, or 79.2%, of total loans at December 31, 2023, an increase of $145.0 million, or 1.1%. Our C&D loans decreased by $87.5 million, or 2.8%, single family residential loans increased by $24.6 million, or 0.9%, and CRE loans increased by $207.9 million, or 2.8%. The incremental changes among our real estate portfolio reflected our focus on maintaining conservative underwriting standards and structure guidelines while emphasizing prudent pricing discipline during the first six months of 2024. We expect to continue to manage our C&D and CRE portfolio concentration by developing deeper relationships with our customers. Commercial loans consist of non-real estate loans related to business and agricultural loans. Total commercial loans were $2.77 billion at June 30, 2024, or 16.1% of total loans, compared to $2.72 billion, or 16.2% of total loans at December 31, 2023, an increase of $46.8 million, or 1.7%. The increase in commercial loans was related to the increase in agricultural loans of $52.5 million, or 22.5%, primarily due to seasonality of the portfolio, which normally peaks in the third quarter. Other loans mainly consist of mortgage warehouse lending and municipal loans. Mortgage volume experienced an increase in demand during the first six months of 2024 as compared to December 31, 2023, and was coupled with continued organic growth in our municipal loans during the quarter, leading to an increase of $165.0 million in other loans. While loan growth was widespread throughout our geographic markets and was generally broad-based by loan type during the first six months of 2024, loan growth during the first half of 2024 reflected moderating demand and increased payoff activity, as we focus on maintaining disciplined pricing and conservative underwriting standards given the current economic environment. Our commercial loan pipeline consisting of all commercial loan opportunities was $1.00 billion at June 30, 2024 compared to $948.2 million at December 31, 2023. Loans approved and ready to close at the end of the quarter totaled $329.7 million. 60 ASSET QUALITY Non-performing loans are comprised of (a) nonaccrual loans, (b) loans that are contractually past due 90 days and (c) other loans for which terms have been restructured to provide a reduction or deferral of interest or principal, because of deterioration in the financial position of the borrower. Simmons Bank recognizes income principally on the accrual basis of accounting. When loans are classified as nonaccrual, generally, the accrued interest is charged off and no further interest is accrued. Loans, excluding credit card loans, are placed on a nonaccrual basis either: (1) when there are serious doubts regarding the collectability of principal or interest, or (2) when payment of interest or principal is 90 days or more past due and either (i) not fully secured or (ii) not in the process of collection. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses. When credit card loans reach 90 days past due and there are attachable assets, the accounts are considered for litigation. Credit card loans are generally charged off when payment of interest or principal exceeds 150 days past due. The credit card recovery group pursues account holders until it is determined, on a case-by-case basis, to be uncollectible. Total non-performing assets increased $16.6 million from December 31, 2023 to June 30, 2024. Nonaccrual loans increased by $19.6 million from December 31, 2023 and foreclosed assets held for sale and other real estate owned decreased $1.9 million as compared to December 31, 2023. The increase in nonaccrual assets was primarily due to two large loans being placed in nonaccrual status during the period. One is a $5.9 million asset based lending loan and the other is a $6.6 million non-owner occupied real estate loan to a business that was negatively impacted by the COVID-19 pandemic. From time to time, certain borrowers experience declines in income and cash flow. As a result, these borrowers seek to reduce contractual cash outlays, the most prominent being debt payments. In an effort to preserve our net interest margin and earning assets, we are open to working with existing customers in order to maximize the collectability of the debt. We have internal loan modification programs for borrowers experiencing financial difficulties. Modifications to borrowers experiencing financial difficulties (“FDMs”) may include interest rate reductions, principal or interest forgiveness and/or term extensions. We primarily use interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal. There was one loan modification granted to borrowers experiencing financial difficulty during the three and six month periods ended June 30, 2024 and 2023. We continue to maintain good asset quality compared to the industry and strong asset quality remains a primary focus of our strategy. The allowance for credit losses as a percent of total loans was 1.34% as of June 30, 2024. Non-performing loans equaled 0.60% of total loans. Non-performing assets were 0.39% of total assets, a 6 basis point increase from December 31, 2023. The allowance for credit losses was 223% of non-performing loans. Our annualized net charge-offs to average total loans ratio for the first six months of 2024 was 0.19%. Annualized net credit card charge-offs to average total credit card loans were 2.69% for the first six months of 2024, compared to 2.20% during the full year 2023, and 196 basis points better than the most recently published industry average charge-off ratio as reported by the Federal Reserve for all banks. 61 Table 8 presents information concerning non-performing assets, including nonaccrual loans at amortized cost and foreclosed assets held for sale. Table 8: Non-performing Assets June 30, December 31, June 30, (Dollars in thousands) 2024 2023 2023 Nonaccrual loans (1) $ 102,891 $ 83,325 $ 71,279 Loans past due 90 days or more (principal or interest payments) 558 1,147 738 Total non-performing loans 103,449 84,472 72,017 Other non-performing assets: Foreclosed assets held for sale and other real estate owned 2,209 4,073 3,909 Other non-performing assets 1,167 1,726 1,013 Total other non-performing assets 3,376 5,799 4,922 Total non-performing assets $ 106,825 $ 90,271 $ 76,939 Allowance for credit losses to non-performing loans 223 % 267 % 292 % Non-performing loans to total loans 0.60 % 0.50 % 0.43 % Non-performing assets to total assets 0.39 % 0.33 % 0.28 % _______________________________________ (1) Includes nonaccrual FDMs of approximately $842,000 and $282,000 at June 30, 2024 and December 31, 2023, respectively. The interest income on nonaccrual loans is not considered material for the three and six month periods ended June 30, 2024 and 2023. ALLOWANCE FOR CREDIT LOSSES The allowance for credit losses is a reserve established through a provision for credit losses charged to expense which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations. Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated for collective assessment. We use statistically-based models that leverage assumptions about current and future economic conditions throughout the contractual life of the loan. Expected credit losses are estimated by either lifetime loss rates or expected loss cash flows based on three key parameters: probability-of-default (“PD”), exposure-at-default (“EAD”), and loss-given-default (“LGD”). Future economic conditions are incorporated to the extent that they are reasonable and supportable. Beyond the reasonable and supportable periods, the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenarios. We also include qualitative adjustments to the allowance based on factors and considerations that have not otherwise been fully accounted for. Loans that have unique risk characteristics are evaluated on an individual basis. These evaluations are typically performed on loans with a deteriorated internal risk rating. For a collateral-dependent loan, our evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan. If a loss is determined to be probable, the loss is included in the allowance for credit losses as a specific allocation. 62 An analysis of the allowance for credit losses on loans is shown in Table 9. Table 9: Allowance for Credit Losses (In thousands) 2024 2023 Balance, beginning of year $ 225,231 $ 196,955 Loans charged off: Credit card 3,064 2,486 Other consumer 1,282 1,122 Real estate 2,980 1,639 Commercial 11,836 1,637 Total loans charged off 19,162 6,884 Recoveries of loans previously charged off: Credit card 469 532 Other consumer 842 676 Real estate 807 1,172 Commercial 897 1,538 Total recoveries 3,015 3,918 Net loans charged off 16,147 2,966 Provision for credit losses 21,305 15,977 Balance, June 30, $ 230,389 $ 209,966 Loans charged off: Credit card 2,817 Other consumer 1,400 Real estate 10,746 Commercial 4,325 Total loans charged off 19,288 Recoveries of loans previously charged off: Credit card 476 Other consumer 862 Real estate 1,214 Commercial 554 Total recoveries 3,106 Net loans charged off 16,182 Provision for credit losses 31,447 Balance, end of year $ 225,231 Provision for Credit Losses The amount of provision added to or released from the allowance during the three and six months ended June 30, 2024 and 2023, and for the year ended December 31, 2023, was based on management’s judgment, with consideration given to the composition and asset quality of the portfolio, historical loan loss experience, and assessment of current and expected economic forecasts and conditions. It is management’s practice to review the allowance on a monthly basis, and after considering the factors previously noted, to determine the level of provision made to the allowance. Allowance for Credit Losses Allocation As of June 30, 2024, the allowance for credit losses reflected an increase of approximately $5.2 million from December 31, 2023, while total loans increased by $346.8 million over the same six month period. The allocation in each category within the allowance generally reflects the overall changes in the loan portfolio mix. 63 The increase in the allowance for credit losses during the first six months of 2024 was primarily due to the loan growth experienced during the first half of the year, as well as refreshed economic forecasts. Our allowance for credit losses at June 30, 2024 was considered appropriate given the current economic environment and other related factors. The following table sets forth the sum of the amounts of the allowance for credit losses attributable to individual loans within each category, or loan categories in general. The table also reflects the percentage of loans in each category to the total loan portfolio for each of the periods indicated. The allowance for credit losses by loan category is determined by i) our estimated reserve factors by category including applicable qualitative adjustments and ii) any specific allowance allocations that are identified on individually evaluated loans. The amounts shown are not necessarily indicative of the actual future losses that may occur within individual categories. Table 10: Allocation of Allowance for Credit Losses June 30, 2024 December 31, 2023 (Dollars in thousands) Allowance Amount % of loans (1) Allowance Amount % of loans (1) Credit cards $ 5,765 1.0 % $ 5,868 1.1 % Other consumer 5,898 4.4 % 5,716 3.5 % Real estate 175,176 78.5 % 177,177 79.2 % Commercial 43,550 16.1 % 36,470 16.2 % Total $ 230,389 100.0 % $ 225,231 100.0 % Allowance for credit losses to period-end loans 1.34 % 1.34 % _______________________________________ (1) Percentage of loans in each category to total loans. DEPOSITS Deposits are our primary source of funding for earning assets and are primarily developed through our network of 234 financial centers as of June 30, 2024. We offer a variety of products designed to attract and retain customers with a continuing focus on developing core deposits. Our core deposits consist of all deposits excluding time deposits of $250,000 or more and brokered deposits. As of June 30, 2024, core deposits comprised 78.7% of our total deposits. We continually monitor the funding requirements along with competitive interest rates in the markets we serve. Because of our community banking philosophy, our executives in the local markets, with oversight by the Chief Deposit Officer, Asset Liability Committee and the Bank’s Treasury Department, establish the interest rates offered on both core and non-core deposits. This approach helps ensure that the interest rates being paid are competitively priced for each particular deposit product and structured to meet the funding requirements. We believe we are paying a competitive rate when compared with pricing in those markets. We manage our interest expense through deposit pricing. We believe that additional funds can be attracted and deposit growth can be accelerated through deposit pricing if we experience increased loan demand or other liquidity needs. We can also utilize brokered deposits as an additional source of funding to meet liquidity needs. We are continually monitoring and looking for opportunities to fairly reprice our deposits while remaining competitive in this current challenging rate environment. Our total deposits as of June 30, 2024, were $21.84 billion, compared to $22.24 billion as of December 31, 2023. Noninterest bearing transaction accounts, interest bearing transaction accounts and savings accounts totaled $15.55 billion at June 30, 2024, compared to $15.80 billion at December 31, 2023, a decrease of $248.9 million. Total time deposits decreased $155.2 million to $6.29 billion at June 30, 2024, from $6.45 billion at December 31, 2023. We had $2.94 billion and $2.90 billion of brokered deposits at June 30, 2024, and December 31, 2023, respectively. The decrease in total deposits at June 30, 2024 as compared to December 31, 2023 primarily reflects activity related to public funds deposits. We are continuing to refine our product offerings to give customers flexibility of choice while maintaining the ability to adjust interest rates timely in the current rate environment. 64 OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES Our total debt was $1.71 billion and $1.34 billion at June 30, 2024 and December 31, 2023, respectively. The outstanding balance for June 30, 2024 includes $1.33 billion in FHLB advances; $366.2 million in subordinated notes and unamortized debt issuance costs; and $18.3 million of other long-term debt. FHLB advances outstanding at June 30, 2024 are primarily fixed rate, fixed term advances, which are due less than one year from origination and therefore are classified as short-term advances. In March 2018, we issued $330.0 million in aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes (“Notes”) at a public offering price equal to 100% of the aggregate principal amount of the Notes. We incurred $3.6 million in debt issuance costs related to the offering. The Notes will mature on April 1, 2028 and are subordinated in right of payment to the payment of our other existing and future senior indebtedness, including all our general creditors. The Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of its subsidiaries. We assumed Fixed-to-Floating Rate Subordinated Notes in an aggregate principal amount, net of premium adjustments, of $37.4 million in connection with the Spirit acquisition in April 2022 (the “Spirit Notes”). The Spirit Notes will mature on July 31, 2030, and initially bear interest at a fixed annual rate of 6.00%, payable quarterly, in arrears, to, but excluding, July 31, 2025. From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate (“SOFR”), as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears. For information about the regulatory capital treatment of the Notes and the Spirit Notes, see the section “ Capital—Risk Based Capital .” CAPITAL Overview At June 30, 2024, total capital was $3.46 billion. Capital represents shareholder ownership in the Company – the book value of assets in excess of liabilities. At June 30, 2024, our common equity to asset ratio was 12.64% compared to 12.53% at year-end 2023. Capital Stock On February 27, 2009, at a special meeting, our shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $0.01 par value. On April 27, 2022, our shareholders approved amendments to our Articles of Incorporation to remove an $80.0 million cap on the aggregate liquidation preference associated with the preferred stock and increase the number of authorized shares of our Class A common stock from 175,000,000 to 350,000,000. On October 29, 2019, we 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 (“Series D Preferred Stock”), out of our authorized preferred stock. On November 30, 2021, we redeemed all of the Series D Preferred Stock, including accrued and unpaid dividends. On April 27, 2022, our shareholders approved an amendment to our Articles of Incorporation to remove the classification and designation for the Series D Preferred Stock. As of June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Stock Repurchase Program In January 2022, our Board of Directors authorized a stock repurchase program (“2022 Program”) under which we could repurchase up to $175.0 million of our Class A common stock currently issued and outstanding. Because the 2022 Program was set to terminate on January 31, 2024, our Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which we may repurchase up to $175.0 million of our Class A common stock currently issued and outstanding. The 2024 Program will be executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and will terminate on January 31, 2026 (unless terminated sooner). 65 Under the 2024 Program, we may repurchase shares of our common stock through open market and privately negotiated transactions or otherwise. The timing, pricing, and amount of any repurchases under the 2024 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. The 2024 Program does not obligate us to repurchase any common stock and may be modified, discontinued, or suspended at any time without prior notice. We anticipate funding for this 2024 Program to come from available sources of liquidity, including cash on hand and future cash flow. No shares were repurchased during the three and six month periods ended June 30, 2024. During the three and six month periods ended June 30, 2023, we repurchased 1,128,087 shares at an average price per share of $17.75 under the 2022 Program. Cash Dividends We declared cash dividends on our common stock of $0.42 per share for the first six months of 2024 compared to $0.40 per share for the first six months of 2023, an increase of $0.02, or 5%. The timing and amount of future dividends are at the discretion of our Board of Directors and will depend upon our consolidated earnings, financial condition, liquidity and capital requirements, the amount of cash dividends paid to us by our subsidiaries, applicable government regulations and policies and other factors considered relevant by our Board of Directors. Our Board of Directors anticipates that we will continue to pay quarterly dividends in amounts determined based on the factors discussed above. However, there can be no assurance that we will continue to pay dividends on our common stock at the current levels or at all. Parent Company Liquidity The primary liquidity needs of the Parent Company are the payment of dividends to shareholders, the funding of debt obligations and cash needs for acquisitions. The primary sources for meeting these liquidity needs are the current cash on hand at the parent company and the future dividends received from Simmons Bank. Payment of dividends by Simmons Bank is subject to various regulatory limitations. For additional information regarding the parent company’s liquidity, see “ Liquidity Management ” and “ Market Risk Management ” in Item 3 – Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q. We continually assess our capital and liquidity needs and the best way to meet them, including, without limitation, through capital raising in the market via stock or debt offerings. Risk Based Capital The Company and Simmons Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. The Company and Simmons Bank must hold a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements. Failure to meet this capital conservation buffer would result in additional limits on dividends, other distributions and discretionary bonuses. The Company’s management reviews regulatory capital levels on an ongoing basis in light of the size, composition and quality of the Company’s capital resources, and of trends and anticipated changes thereto. Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes that, as of June 30, 2024, we meet all capital adequacy requirements to which we are subject. As of the most recent notification from regulatory agencies, Simmons Bank was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and Simmons Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s categories. 66 The Company’s risk-based capital ratios at June 30, 2024 and December 31, 2023 are presented in Table 11 below: Table 11: Risk-Based Capital June 30, December 31, (Dollars in thousands) 2024 2023 Tier 1 capital: Stockholders’ equity $ 3,458,869 $ 3,426,488 CECL transition provision 30,873 61,746 Goodwill and other intangible assets (1,391,969) (1,398,810) Unrealized loss on available-for-sale securities, net of income taxes 405,481 404,375 Total Tier 1 capital 2,503,254 2,493,799 Tier 2 capital: Subordinated notes and debentures 366,217 366,141 Subordinated debt phase out (132,000) (66,000) Qualifying allowance for credit losses and reserve for unfunded commitments 217,684 170,977 Total Tier 2 capital 451,901 471,118 Total risk-based capital $ 2,955,155 $ 2,964,917 Risk weighted assets $ 20,856,194 $ 20,599,238 Assets for leverage ratio $ 26,371,545 $ 26,552,988 Ratios at end of period: Common equity Tier 1 ratio (CET1) 12.00 % 12.11 % Tier 1 leverage ratio 9.49 % 9.39 % Tier 1 risk-based capital ratio 12.00 % 12.11 % Total risk-based capital ratio 14.17 % 14.39 % Minimum guidelines: Common equity Tier 1 ratio (CET1) 4.50 % 4.50 % Tier 1 leverage ratio 4.00 % 4.00 % Tier 1 risk-based capital ratio 6.00 % 6.00 % Total risk-based capital ratio 8.00 % 8.00 % Regulatory Capital Changes 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 of the adoption 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 Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios with a more risk-sensitive approach. The Basel III Capital Rules established risk-weighting categories depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures. The final rules included a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets to 6.0% and require a minimum leverage ratio of 4.0%. 67 Prior to December 31, 2017, Tier 1 capital included common equity Tier 1 capital and certain additional Tier 1 items as provided under the Basel III Capital Rules. Qualifying subordinated debt of $234.2 million and $300.1 million is included as Tier 2 and total capital of the Company as of June 30, 2024 and December 31, 2023, respectively. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS See the Recently Issued Accounting Standards section in Note 1, Preparation of Interim Financial Statements, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on the Company’s ongoing financial position and results of operation. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this quarterly report may not be based on historical facts and should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,” “target,” “plan,” positions,” “prospects,” “project,” “predict,” or “potential,” by future conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would,” or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, those relating to the Company’s future growth, completed acquisitions, revenue, expenses, assets, asset quality, profitability, earnings, accretion, dividends, customer service, lending capacity and lending activity, investment in digital channels, critical accounting policies and estimates, net interest margin, noninterest revenue, noninterest expense, market conditions related to and the impact of the Company’s stock repurchase program, consumer behavior and liquidity, the adequacy of the allowance for credit losses, income tax deductions, credit quality, the level of credit losses from lending commitments, net interest revenue, interest rate sensitivity, repricing of loans and time deposits, loan loss experience, liquidity, the Company’s expectations regarding actions by the FHLB and other agencies, capital resources, market risk, plans for future and current investments in securities and investment portfolio strategies, effect of pending and future litigation, staffing initiatives, estimated cost savings associated with the Company’s early retirement program and Better Bank Initiative, acquisition strategy and activity, legal and regulatory limitations and compliance and competition. These forward-looking statements are based on various assumptions and involve inherent risks and uncertainties, and may not be realized due to a variety of factors, including, without limitation: changes in the Company’s operating, acquisition, or expansion strategy; the effects of future economic conditions (including unemployment levels and slowdowns in economic growth), governmental monetary and fiscal policies, including policies of the Federal Reserve, as well as legislative and regulatory changes; general business conditions, as well as conditions within the financial markets, developments impacting the financial services industry, such as bank failures or concerns involving liquidity; changes in real estate values; changes in interest rates and related governmental policies; changes in liquidity; inflation; changes in the level and composition of deposits, loan demand, deposit flows, credit quality and the values of loan collateral, securities and interest sensitive assets and liabilities; changes in credit quality; actions taken by the Company to manage its investment securities portfolio; changes in the securities markets generally or the price of the Company’s common stock; developments in information technology affecting the financial industry; changes in customer behaviors, including consumer spending, borrowing and saving habits; cyber threats, attacks or events, including at third-parties with which we rely on for key services; reliance on third parties for the provision of key services; further changes in accounting principles relating to loan loss recognition (current expected credit losses); the costs of evaluating possible acquisitions and the risks inherent in integrating acquisitions; possible adverse rulings, judgements, settlements, fines and other outcomes of pending or future litigation or government actions; market disruptions, including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, war and other military conflicts (including the ongoing military conflict between Russia and Ukraine and between Israel and Hamas) or other major events, or the prospect of these events; the soundness of other financial institutions and indirect exposure related to the closings of other financial institutions and their impact on the broader market through other customers, suppliers and partners (or that the conditions which resulted in the liquidity concerns that led to the large regional bank failures during 2023 may also adversely impact, directly or indirectly, other financial institutions and market participants with which the Company has commercial or deposit relationships); the loss of key employees; increased unemployment; labor shortages; the Company’s ability to manage and successfully integrate its mergers and acquisitions and to fully realize cost savings and other benefits associated with those transactions; the effects of government legislation; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, cell phone/tablet, telephone, computer and the Internet; the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans, OREO, and other cautionary statements set forth elsewhere in this report. Additional 68 information on factors that might cause the Company’s results to differ materially from those disclosed in the forward-looking statements is included in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this quarterly report, the Company’s annual report on Form 10-K for the year ended December 31, 2023, and related disclosures in other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Many of these factors are beyond our ability to predict or control, and actual results could differ materially from those in the forward-looking statements due to these factors and others. In addition, as a result of these and other factors, our past financial performance should not be relied upon as an indication of future performance. We believe the assumptions and expectations that underlie or are reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof. However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations or whether our future performance will differ materially from the performance reflected in or implied by our forward-looking statements, and you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and all written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this section. GAAP RECONCILIATION OF NON-GAAP FINANCIAL MEASURES The tables below present computations of adjusted earnings (net income excluding certain items {net branch right sizing costs, merger related costs, FDIC special assessment, loss (gain) on sale of securities, termination of vendor and software services, early retirement program costs and tax effect}) (non-GAAP), and adjusted diluted earnings per share (non-GAAP) as well as a computation of tangible book value per share (non-GAAP), tangible common equity to tangible assets (non-GAAP), adjusted noninterest income (non-GAAP), adjusted noninterest expense (non-GAAP), adjusted salaries and employee benefits expense (non-GAAP), uninsured, non-collateralized deposits (non-GAAP) and the coverage ratio of uninsured, non-collateralized deposits (non-GAAP). Adjusted items are included in financial results presented in accordance with generally accepted accounting principles (US GAAP). The Company has updated its calculation of certain non-GAAP financial measures to exclude the impact of gains or losses on the sale of AFS investment securities in light of the impact of the Company’s strategic AFS investment securities transactions during the fourth quarter of 2023 and has presented past periods on a comparable basis. We believe the exclusion of these certain items in expressing earnings and certain other financial measures, including “adjusted earnings,” provides a meaningful basis for period-to-period and company-to-company comparisons, which management believes will assist investors and analysts in analyzing the adjusted financial measures of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of the Company’s business because management does not consider these certain items to be relevant to ongoing financial performance. Management and the Board of Directors utilize “adjusted earnings” (non-GAAP) for the following purposes: • Preparation of the Company’s operating budgets • Monthly financial performance reporting • Monthly “flash” reporting of consolidated results (management only) • Investor presentations of Company performance We believe the presentation of “adjusted earnings” on a diluted per share basis (non-GAAP) provides a meaningful basis for period-to-period and company-to-company comparisons, which management believes will assist investors and analysts in analyzing the adjusted financial measures of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of the Company’s business, because management does not consider these certain items to be relevant to ongoing financial performance on a per share basis. Management and the Board of Directors utilize “adjusted diluted earnings per share” (non-GAAP) for the following purposes: • Calculation of annual performance-based incentives for certain executives • Calculation of long-term performance-based incentives for certain executives • Investor presentations of Company performance We have $1.426 billion and $1.433 billion total goodwill and other intangible assets for the periods ended June 30, 2024 and December 31, 2023, respectively. Because our acquisition strategy has resulted in a high level of intangible assets, management believes useful calculations include tangible book value per share (non-GAAP) and tangible common equity to tangible assets (non-GAAP). We believe that presenting these non-GAAP financial measures will permit investors and analysts to assess the performance of the Company on the same basis as that is applied by management and the Board of Directors. 69 Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, we have procedures in place to identify and approve each item that qualifies as adjusted to ensure that the Company’s “adjusted” results are properly reflected for period-to-period comparisons. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes certain items does not represent the amount that effectively accrues directly to stockholders (i.e., certain items are included in earnings and stockholders’ equity). Additionally, similarly titled non-GAAP financial measures used by other companies may not be computed in the same or similar fashion. See Table 12 below for the reconciliation of non-GAAP financial measures, which exclude certain items for the periods presented. Table 12: Reconciliation of Adjusted Earnings (non-GAAP) Three Months Ended Six Months Ended June 30, March 31 June 30, June 30, (In thousands, except per share data) 2024 2024 2024 2023 Net income available to common stockholders $ 40,763 $ 38,871 $ 79,634 $ 103,903 Certain items: FDIC Special Assessment 283 1,549 1,832 — Merger related costs — — — 1,415 Early retirement program 118 219 337 3,609 Termination of vendor and software services 615 — 615 — Loss on sale of securities — — — 391 Branch right sizing (net) 519 236 755 1,074 Tax effect (1) (401) (524) (925) (1,695) Certain items, net of tax 1,134 1,480 2,614 4,794 Adjusted earnings (non-GAAP) $ 41,897 $ 40,351 $ 82,248 $ 108,697 Diluted earnings per share (2) $ 0.32 $ 0.31 $ 0.63 $ 0.82 Certain items: FDIC Special Assessment — 0.01 0.02 — Merger related costs — — — 0.01 Early retirement program — — — 0.03 Termination of vendor and software services 0.01 — — — Loss on sale of securities — — — — Branch right sizing (net) — — 0.01 0.01 Tax effect (1) — — (0.01) (0.02) Certain items, net of tax 0.01 0.01 0.02 0.03 Adjusted diluted earnings per share (non-GAAP) $ 0.33 $ 0.32 $ 0.65 $ 0.85 _______________________________________ (1) Effective tax rate of 26.135%. (2) See Note 16, Earnings Per Share (“EPS”), for number of shares used to determine EPS. 70 See Table 13 below for the reconciliation of adjusted noninterest income, adjusted noninterest expense and adjusted salaries and employee benefits expense for the periods presented. Table 13: Reconciliation of Adjusted Noninterest Income (non-GAAP), Adjusted Noninterest Expense (non-GAAP) and Adjusted Salaries and Employee Benefits Expense (non-GAAP) Three Months Ended Six Months Ended June 30, March 31 June 30, June 30, (In thousands) 2024 2024 2024 2023 Noninterest income $ 43,299 $ 43,184 $ 86,483 $ 90,815 Certain items: Loss on sale of securities — — — 391 Total certain items — — — 391 Adjusted noninterest income (non-GAAP) $ 43,299 $ 43,184 $ 86,483 $ 91,206 Noninterest expense $ 139,354 $ 139,879 $ 279,233 $ 282,924 Certain items: Merger related costs — — — (1,415) Early retirement program (118) (219) (337) (3,609) Termination of vendor and software services (615) — (615) — FDIC Special Assessment (283) (1,549) (1,832) — Branch right sizing (519) (236) (755) (1,074) Total certain items (1,535) (2,004) (3,539) (6,098) Adjusted noninterest expense (non-GAAP) $ 137,819 $ 137,875 $ 275,694 $ 276,826 Salaries and employee benefits expense $ 70,716 $ 72,653 $ 143,369 $ 151,761 Early retirement program (118) (219) (337) (3,609) Other 1 — 1 — Adjusted salaries and employee benefits expense (non-GAAP) $ 70,599 $ 72,434 $ 143,033 $ 148,152 See Table 14 below for the reconciliation of tangible book value per common share. Table 14: Reconciliation of Tangible Book Value per Common Share (non-GAAP) June 30, December 31, (In thousands, except per share data) 2024 2023 Total common stockholders’ equity $ 3,458,869 $ 3,426,488 Intangible assets: Goodwill (1,320,799) (1,320,799) Other intangible assets (104,943) (112,645) Total intangibles (1,425,742) (1,433,444) Tangible common stockholders’ equity $ 2,033,127 $ 1,993,044 Shares of common stock outstanding 125,487,520 125,184,119 Book value per common share $ 27.56 $ 27.37 Tangible book value per common share (non-GAAP) $ 16.20 $ 15.92 71 See Table 15 below for the calculation of tangible common equity and the reconciliation of tangible common equity to tangible assets. Table 15: Reconciliation of Tangible Common Equity and the Ratio of Tangible Common Equity to Tangible Assets (non-GAAP) June 30, December 31, (Dollars in thousands) 2024 2023 Total common stockholders’ equity $ 3,458,869 $ 3,426,488 Intangible assets: Goodwill (1,320,799) (1,320,799) Other intangible assets (104,943) (112,645) Total intangibles (1,425,742) (1,433,444) Tangible common stockholders’ equity $ 2,033,127 $ 1,993,044 Total assets $ 27,369,072 $ 27,345,674 Intangible assets: Goodwill (1,320,799) (1,320,799) Other intangible assets (104,943) (112,645) Total intangibles (1,425,742) (1,433,444) Tangible assets $ 25,943,330 $ 25,912,230 Ratio of common equity to assets 12.64 % 12.53 % Ratio of tangible common equity to tangible assets (non-GAAP) 7.84 % 7.69 % See Table 16 below for the reconciliation of uninsured, non-collateralized deposits and the calculation of uninsured, non-collateralized deposit coverage ratio. Table 16: Reconciliation of Uninsured, Non-Collateralized Deposits and the Calculation of Uninsured, Non-Collateralized Deposit Coverage Ratio (non-GAAP) June 30, December 31, (In thousands) 2024 2023 Uninsured deposits at Simmons Bank $ 8,186,903 $ 8,328,444 Less: Collateralized deposits (excluding portion that is FDIC insured) 2,835,424 2,846,716 Less: Intercompany eliminations 943,979 728,480 Total uninsured, non-collateralized deposits $ 4,407,500 $ 4,753,248 FHLB borrowing availability $ 4,910,000 $ 5,401,000 Unpledged securities 4,145,000 3,817,000 Fed funds lines, Fed discount window and Bank Term Funding Program (1) 2,065,000 1,998,000 Additional liquidity sources $ 11,120,000 $ 11,216,000 Uninsured, non-collateralized deposit coverage ratio 2.5x 2.4x ___________________________________ (1) The Bank Term Funding Program closed for new loans on March 11, 2024. At no time did the Company borrow funds under this program. 72