What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-06 · 216 added, 185 removed, 1414 unchanged (22% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2024 and December 31, 2023

June 30, December 31,

September 30, 2024 and December 31, 2023

September 30, December 31,

(In thousands, except share data) 2024 2023

4 unchanged sentences

Investment securities:

Held-to-maturity, net of allowance for credit losses of $ 3,214 at June 30, 2024 and December 31, 2023

Held-to-maturity, net of allowance for credit losses of $ 3,214 at September 30, 2024 and December 31, 2023

3,658,700 3,726,288

Available-for-sale, (amortized cost of $ 3,255,738 and $ 3,509,709 at June 30, 2024 and December 31, 2023, respectively)

Available-for-sale, (amortized cost of $ 2,976,811 and $ 3,509,709 at September 30, 2024 and December 31, 2023, respectively)

2,691,094 3,152,153

24 unchanged sentences

Common stock, Class A, $ 0.01 par value;

350,000,000 shares authorized at June 30, 2024 and December 31, 2023;

125,487,520 and 125,184,119 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

350,000,000 shares authorized at September 30, 2024 and December 31, 2023;

125,554,598 and 125,184,119 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Surplus 2,508,438 2,499,930

6 unchanged sentences

Consolidated Statements of Income

Three and Six Months Ended June 30, 2024 and 2023

Three and Nine Months Ended September 30, 2024 and 2023

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands, except per share data) 2024 2023 2024 2023

42 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three and Six Months Ended June 30, 2024 and 2023

Three and Nine Months Ended September 30, 2024 and 2023

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2024 2023 2024 2023

9 unchanged sentences

TOTAL OTHER COMPREHENSIVE INCOME (LOSS) 69,620 ( 74,392 ) 68,514 ( 26,820 )

COMPREHENSIVE INCOME $ 43,298 $ 59,007 $ 78,528 $ 151,475

COMPREHENSIVE INCOME (LOSS) $ 94,360 $ ( 27,145 ) $ 172,888 $ 124,330

See Condensed Notes to Consolidated Financial Statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2024 and 2023

(In thousands) June 30, 2024 June 30, 2023

Nine Months Ended September 30, 2024 and 2023

(In thousands) September 30, 2024 September 30, 2023

(Unaudited) (Unaudited)

27 unchanged sentences

Proceeds from sale of foreclosed assets and other real estate owned 5,100 1,867

Proceeds from sale of available-for-sale securities 251,517 —

Proceeds from maturities of available-for-sale securities 205,164 494,388

21 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Three Months Ended June 30, 2024 and 2023

Three Months Ended September 30, 2024 and 2023

(In thousands, except share data) Common

3 unchanged sentences

Profits Total

Three Months Ended June 30, 2024

Balance, March 31, 2024 (Unaudited) $ 1,254 $ 2,503,673 $ ( 408,016 ) $ 1,342,215 $ 3,439,126

Three Months Ended September 30, 2024

Balance, June 30, 2024 (Unaudited) $ 1,255 $ 2,506,469 $ ( 405,481 ) $ 1,356,626 $ 3,458,869

Comprehensive income — — 69,620 24,740 94,360

3 unchanged sentences

— — — ( 26,366 ) ( 26,366 )

Balance, September 30, 2024 (Unaudited) $ 1,256 $ 2,508,438 $ ( 335,861 ) $ 1,355,000 $ 3,528,833

Three Months Ended September 30, 2023

Balance, June 30, 2023 (Unaudited) $ 1,262 $ 2,516,398 $ ( 469,988 ) $ 1,308,654 $ 3,356,326

Three Months Ended June 30, 2023

Balance, March 31, 2023 (Unaudited) $ 1,273 $ 2,533,589 $ ( 470,681 ) $ 1,275,720 $ 3,339,901

Comprehensive income — — 693 58,314 59,007

Comprehensive (loss) income — — ( 74,392 ) 47,247 ( 27,145 )

Stock-based compensation plans, net – 37,536 shares

4 unchanged sentences

— — — ( 25,091 ) ( 25,091 )

Balance, June 30, 2023 (Unaudited) $ 1,262 $ 2,516,398 $ ( 469,988 ) $ 1,308,654 $ 3,356,326

Balance, September 30, 2023 (Unaudited) $ 1,251 $ 2,497,874 $ ( 544,380 ) $ 1,330,810 $ 3,285,555

See Condensed Notes to Consolidated Financial Statements.

1 unchanged sentence

Consolidated Statements of Stockholders’ Equity

Six Months Ended June 30, 2024 and 2023

Nine Months Ended September 30, 2024 and 2023

(In thousands, except share data) Common

3 unchanged sentences

Profits Total

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balance, December 31, 2023 $ 1,252 $ 2,499,930 $ ( 404,375 ) $ 1,329,681 $ 3,426,488

Comprehensive (loss) income — — ( 1,106 ) 79,634 78,528

Comprehensive income — — 68,514 104,374 172,888

Stock issued for employee stock purchase plan – 53,161 shares

4 unchanged sentences

— — — ( 79,055 ) ( 79,055 )

Balance, June 30, 2024 (Unaudited) $ 1,255 $ 2,506,469 $ ( 405,481 ) $ 1,356,626 $ 3,458,869

Six Months Ended June 30, 2023

Balance, September 30, 2024 (Unaudited) $ 1,256 $ 2,508,438 $ ( 335,861 ) $ 1,355,000 $ 3,528,833

Nine Months Ended September 30, 2023

Balance, December 31, 2022 $ 1,270 $ 2,530,066 $ ( 517,560 ) $ 1,255,586 $ 3,269,362

Comprehensive income — — 47,572 103,903 151,475

Comprehensive (loss) income — — ( 26,820 ) 151,150 124,330

Stock issued for employee stock purchase plan – 42,510 shares

6 unchanged sentences

— — — ( 75,926 ) ( 75,926 )

Balance, June 30, 2023 (Unaudited) $ 1,262 $ 2,516,398 $ ( 469,988 ) $ 1,308,654 $ 3,356,326

Balance, September 30, 2023 (Unaudited) $ 1,251 $ 2,497,874 $ ( 544,380 ) $ 1,330,810 $ 3,285,555

See Condensed Notes to Consolidated Financial Statements.

8 unchanged sentences

checking, savings and time deposits;

and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from approximately 234 financial centers as of June 30, 2024, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from approximately 234 financial centers as of September 30, 2024, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

Basis of Presentation

14 unchanged sentences

The cash flows associated with other borrowings were presented on a net basis, rather than on a gross basis.

The Company corrected this error in the accompanying unaudited consolidated statements of cash flows for the six months ended June 30, 2023.

The Company corrected this error in the accompanying unaudited consolidated statements of cash flows for the nine months ended September 30, 2023.

The correction had no impact to the total net cash used in financing activities in the period.

39 unchanged sentences

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

Pursuant to the Joint Regulatory Statement on LIBOR transition issued in October 2021, the Company’s policy, as of January 1,

2022, is not to enter into any new LIBOR-based credit agreements and not extend, renew, or modify prior LIBOR credit agreements without requiring conversion of the agreements to other interest rates.

Pursuant to the Joint Regulatory Statement on LIBOR transition issued in October 2021, the Company’s policy, as of January 1, 2022, is not to enter into any new LIBOR-based credit agreements and not extend, renew, or modify prior LIBOR credit agreements without requiring conversion of the agreements to other interest rates.

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

21 unchanged sentences

Improvements to Income Tax Disclosures (“ASU 2023-09”), primarily focused on income tax disclosures regarding effective tax rates and cash income taxes paid.

ASU 2023-09 requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate).

ASU 2023-09 requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate).

ASU 2023-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted.

The Company will complete an evaluation of the impact this standard will have on its results of operations, financial position or disclosures.

The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s operations, financial position or disclosures.

Segment Reporting - In November 2023, the FASB issued ASU No.

82 unchanged sentences

During the quarters ended June 30, 2022 and September 30, 2021, the Company transferred, at fair value, $ 1.99 billion and $ 500.8 million, respectively, of securities from the AFS portfolio to the HTM portfolio.

As of June 30, 2024, the related remaining combined net unrealized losses of $ 117.4 million in accumulated other comprehensive income (loss) will be amortized over the remaining life of the securities.

As of September 30, 2024, the related remaining combined net unrealized losses of $ 112.7 million in accumulated other comprehensive income (loss) will be amortized over the remaining life of the securities.

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

5 unchanged sentences

Held-to-maturity

June 30, 2024

September 30, 2024

Government agencies $ 455,179 $ — $ 455,179 $ — $ ( 75,331 ) $ 379,848

14 unchanged sentences

government agencies or corporations.

As of June 30, 2024, HTM MBS consisted of $ 139.0 million and $ 980.7 million of commercial MBS and residential MBS, respectively.

As of September 30, 2024, HTM MBS consisted of $ 137.2 million and $ 955.9 million of commercial MBS and residential MBS, respectively.

As of December 31, 2023, HTM MBS consisted of $ 141.6 million and $ 1.02 billion of commercial MBS and residential MBS, respectively.

6 unchanged sentences

Available-for-sale

June 30, 2024

September 30, 2024

Treasury $ 1,297 $ — $ — $ ( 7 ) $ 1,290

11 unchanged sentences

Total AFS $ 3,509,709 $ — $ 230 $ ( 357,786 ) $ 3,152,153

As of June 30, 2024, AFS MBS consisted of $ 597.7 million and $ 1.13 billion of commercial MBS and residential MBS, respectively.

As of September 30, 2024, AFS MBS consisted of $ 571.9 million and $ 938.5 million of commercial MBS and residential MBS, respectively.

As of December 31, 2023, AFS MBS consisted of $ 710.1 million and $ 1.23 billion of commercial MBS and residential MBS, respectively.

Accrued interest receivable on HTM and AFS securities at June 30, 2024 was $ 20.5 million and $ 26.7 million, respectively, and is included in interest receivable on the consolidated balance sheets.

Accrued interest receivable on HTM and AFS securities at September 30, 2024 was $ 17.3 million and $ 24.6 million, respectively, and is included in interest receivable on the consolidated balance sheets.

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

The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of June 30, 2024, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of September 30, 2024, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

Less Than 12 Months 12 Months or More Total

9 unchanged sentences

Total AFS $ 16,650 $ ( 194 ) $ 2,596,857 $ ( 285,903 ) $ 2,613,507 $ ( 286,097 )

As of June 30, 2024, the Company’s investment portfolio included $ 2.89 billion of AFS securities, of which $ 2.82 billion, or 97.9 %, were in an unrealized loss position that were not deemed to have credit losses.

As of September 30, 2024, the Company’s investment portfolio included $ 2.69 billion of AFS securities, of which $ 2.61 billion, or 97.1 %, were in an unrealized loss position that were not deemed to have credit losses.

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

3 unchanged sentences

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

As of June 30, 2024, management does not have the immediate intent to sell the securities, and management believes the accounting standard of “more likely than not” has not been met regarding whether the Company would be required to sell any of the AFS securities before recovery of amortized cost.

As of September 30, 2024, management does not have the immediate intent to sell the securities, and management believes the accounting standard of “more likely than not” has not been met regarding whether the Company would be required to sell any of the AFS securities before recovery of amortized cost.

Allowance for Credit Losses

7 unchanged sentences

(i) issuer bond ratings, (ii) issuer geography, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) probability-weighted multiple scenario forecasts, and (v) the issuers’ size.

The following table details activity in the allowance for credit losses by investment security type for the three and six months ended June 30, 2024 on the Company’s HTM securities portfolio.

The following table details activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2024 on the Company’s HTM securities portfolio.

(In thousands) State and Political Subdivisions Other

Securities Total

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Held-to-maturity

Beginning balance, April 1, 2024 $ 2,252 $ 962 $ 3,214

Beginning balance, July 1, 2024 $ 191 $ 3,023 $ 3,214

Provision for credit loss expense — — —

Net (decrease) increase in allowance on previously impaired securities ( 2,061 ) 2,061 —

Ending balance, June 30, 2024 $ 191 $ 3,023 $ 3,214

Six Months Ended June 30, 2024

Net increase (decrease) in allowance on previously impaired securities 36 ( 36 ) —

Ending balance, September 30, 2024 $ 227 $ 2,987 $ 3,214

Nine Months Ended September 30, 2024

Held-to-maturity

2 unchanged sentences

Net (decrease) increase in allowance on previously impaired securities ( 1,779 ) 1,779 —

Ending balance, June 30, 2024 $ 191 $ 3,023 $ 3,214

Activity in the allowance for credit losses by investment security type for the three and six months ended June 30, 2023 on the Company’s HTM and AFS securities portfolio was as follows:

Ending balance, September 30, 2024 $ 227 $ 2,987 $ 3,214

Activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2023 on the Company’s HTM and AFS securities portfolio was as follows:

(In thousands) State and Political Subdivisions Other

Securities Total

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Held-to-maturity

Beginning balance, April 1, 2023 $ 362 $ 1,526 $ 1,888

Beginning balance, July 1, 2023 $ 934 $ 2,280 $ 3,214

Provision for credit loss expense — — —

Ending balance, June 30, 2023 $ 934 $ 2,280 $ 3,214

Net increase (decrease) in allowance on previously impaired securities 586 ( 586 ) —

Ending balance, September 30, 2023 $ 1,520 $ 1,694 $ 3,214

Available-for-sale

Beginning balance, April 1, 2023 $ — $ 5,800 $ 5,800

Beginning balance, July 1, 2023 $ — $ 2,396 $ 2,396

Provision for credit loss expense — — —

Reduction due to sales — ( 2,078 ) ( 2,078 )

Net decrease in allowance on previously impaired securities — ( 1,200 ) ( 1,200 )

Ending balance, June 30, 2023 $ — $ 2,396 $ 2,396

Ending balance, September 30, 2023 $ — $ 1,196 $ 1,196

(In thousands) State and Political Subdivisions Other

Securities Total

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Held-to-maturity

1 unchanged sentence

Provision for credit loss expense 824 1,002 1,826

Ending balance, June 30, 2023 $ 934 $ 2,280 $ 3,214

Net increase (decrease) in allowance on previously impaired securities 586 ( 586 ) —

Ending balance, September 30, 2023 $ 1,520 $ 1,694 $ 3,214

Available-for-sale

4 unchanged sentences

Securities charged-off — ( 7,000 ) ( 7,000 )

Ending balance, June 30, 2023 $ — $ 2,396 $ 2,396

Based upon the Company’s analysis of the underlying risk characteristics of its HTM and AFS portfolios, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to the Company’s securities portfolios recorded for the three and six months ended June 30, 2024.

The Company recorded a provision for credit losses related to AFS securities of $ 12.8 million for the six months ended June 30, 2023.

Ending balance, September 30, 2023 $ — $ 1,196 $ 1,196

The Company recorded a provision for credit losses related to AFS securities of $ 12.8 million for the nine months ended September 30, 2023.

During the same period, the provision for credit loss expense on AFS securities was reduced by $ 2.5 million related to previously impaired securities.

Additionally, during the six months ended June 30, 2023, the Company charged-off $ 7.0 million directly related to one corporate bond which was deemed uncollectible in the period.

The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of June 30, 2024:

Additionally, during the nine months ended September 30, 2023, the Company charged-off $ 7.0 million directly related to one corporate bond which was deemed uncollectible in the period.

The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of September 30, 2024:

State and Political Subdivisions

11 unchanged sentences

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

Income earned on securities for the three and six months ended June 30, 2024 and 2023, is as follows:

Income earned on securities for the three and nine months ended September 30, 2024 and 2023, is as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2024 2023 2024 2023

4 unchanged sentences

Total $ 53,220 $ 50,638 $ 166,271 $ 148,163

The amortized cost and estimated fair value by maturity of securities as of June 30, 2024 are shown in the following table.

The amortized cost and estimated fair value by maturity of securities as of September 30, 2024 are shown in the following table.

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

10 unchanged sentences

Total $ 3,661,914 $ 3,109,610 $ 2,976,811 $ 2,691,094

The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 2.73 billion at June 30, 2024 and $ 3.32 billion at December 31, 2023.

There were no gross realized gains and no gross realized losses from the call or sale of securities during the three and six months ended June 30, 2024, as they were recognized at book value of the security.

There were no gross realized gains and $ 391,000 gross realized losses recorded from the sale of securities during both the three and six months ended June 30, 2023.

The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 2.49 billion at September 30, 2024 and $ 3.32 billion at December 31, 2023.

There were no gross realized gains and $ 28.4 million gross realized losses from the sale of securities during the three and nine months ended September 30, 2024, as the Company sold approximately $ 251.5 million of AFS investment securities as part of a strategic decision to sell low yielding securities to pay off higher rate wholesale fundings consisting of Federal Home Loan Bank (“FHLB”) advances during the quarter.

There were no gross realized gains and no gross realized losses from the call or sale of securities during the three months ended September 30, 2023.

There were no gross realized gains and $ 391,000 of gross realized losses recorded from the sale of securities during the nine months ended September 30, 2023.

The income tax expense/benefit related to security gains/losses was 26.135 % of the gross amounts in 2024 and 2023.

2 unchanged sentences

LOANS AND ALLOWANCE FOR CREDIT LOSSES

At June 30, 2024, the Company’s loan portfolio was $ 17.19 billion, compared to $ 16.85 billion at December 31, 2023.

At September 30, 2024, the Company’s loan portfolio was $ 17.34 billion, compared to $ 16.85 billion at December 31, 2023.

The various categories of loans are summarized as follows:

June 30, December 31,

September 30, December 31,

(In thousands) 2024 2023

12 unchanged sentences

The above table presents total loans at amortized cost.

The difference between amortized cost and unpaid principal balance is primarily premiums and discounts associated with acquisition date fair value adjustments on acquired loans as well as deferred origination costs and fees totaling $ 265,000 and $ 6.7 million at June 30, 2024 and December 31, 2023, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 79.5 million and $ 77.1 million at June 30, 2024 and December 31, 2023, respectively, and is included in interest receivable on the consolidated balance sheets.

The difference between amortized cost and unpaid principal balance is due to (i) premiums and discounts associated with acquisition date fair value adjustments on acquired loans of $ 9.0 million and $ 13.2 million at September 30, 2024 and December 31, 2023, respectively, and (ii) deferred origination costs and fees of $ 10.1 million and $ 6.5 million at September 30, 2024 and December 31, 2023, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 83.9 million and $ 77.1 million at September 30, 2024 and December 31, 2023, respectively, and is included in interest receivable on the consolidated balance sheets.

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

29 unchanged sentences

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

As of June 30, 2024 and December 31, 2023, the total outstanding balance of PPP loans was $ 3.3 million and $ 4.8 million, respectively.

As of September 30, 2024 and December 31, 2023, the total outstanding balance of PPP loans was $ 2.4 million and $ 4.8 million, respectively.

Other – The other loan portfolio includes mortgage warehouse loans, representing warehouse lines of credit to mortgage originators for the disbursement of newly originated 1-4 family residential loans.

7 unchanged sentences

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

June 30, December 31,

September 30, December 31,

(In thousands) 2024 2023

10 unchanged sentences

Total $ 100,865 $ 83,325

As of June 30, 2024 and December 31, 2023, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 1.1 million and $ 3.2 million, respectively.

As of September 30, 2024 and December 31, 2023, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 4.8 million and $ 3.2 million, respectively.

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

5 unchanged sentences

Loans 90 Days

June 30, 2024

September 30, 2024

Credit cards $ 1,535 $ 706 $ 2,241 $ 175,455 $ 177,696 $ 561

27 unchanged sentences

The Company primarily uses interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal.

During the three and six month periods ended June 30, 2024, the Company modified one real estate single family residential loan to a borrower who was experiencing financial difficulty, which included an interest rate reduction.

The loan had a period-end amortized cost basis of $ 663,000 and represented 0.03 % of the single family residential real estate class of loans at June 30, 2024.

The financial effects of this loan modification were not significant and the modification did not significantly impact the Company’s determination of the allowance for credit losses on loans during the periods.

During the three and six month periods ended June 30, 2023, the Company modified one commercial loan to a borrower who was experiencing financial difficulty, which included a term extension.

The loan had a period-end amortized cost basis of $ 655,000 and represented 0.03 % of the commercial class of loans at June 30, 2023.

The following table presents a summary of the amortized cost basis of loan modifications granted to borrowers experiencing financial difficulty, segregated by class of loans and type of loan modification, for the three and nine month periods ended September 30, 2024.

Interest Rate Total Class

(Dollars in thousands) Reduction of Loans

Three Months Ended September 30, 2024

Single family residential $ 142 0.01 %

Total real estate $ 142

Nine Months Ended September 30, 2024

Single family residential $ 795 0.03 %

Total real estate $ 795

The financial effects of the loan modifications made to borrowers experiencing financial difficulty were not significant during the three and nine month periods ended September 30, 2024.

Furthermore, such modifications did not significantly impact the Company’s determination of the allowance for credit losses during those periods.

(Dollars in thousands) Term Extension of Loans

Three Months Ended September 30, 2023

Other commercial $ 30,617 0.40 %

Total real estate 30,617

Commercial 85 — %

Total commercial 85

Total $ 30,702

Nine Months Ended September 30, 2023

Other commercial $ 30,617 0.40 %

Total real estate 30,617

Commercial 736 0.03 %

Total commercial 736

Total $ 31,353

The financial effects of the loan modifications made to borrowers experiencing financial difficulty were not significant during the three and nine month periods ended September 30, 2023.

Furthermore, such modifications did not significantly impact the Company’s determination of the allowance for credit losses during those periods.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty.

There was one commercial loan to a borrower experiencing financial difficulty with a period-end amortized cost basis of $ 23,000 that was modified during the previous twelve months and which subsequently defaulted during the six months ended June 30, 2024.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 2023 and were modified in the twelve months prior to default.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the nine months ended September 30, 2023 and were modified in the twelve months prior to default.

In relation to loans modified to borrowers experiencing financial difficulty, the Company defines a payment default as a payment received more than 90 days after its due date.

At June 30, 2024 and December 31, 2023, the Company had $ 4.8 million and $ 2.5 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.

At June 30, 2024 and December 31, 2023, the Company had $ 124,000 and $ 506,000 , respectively, of Other Real Estate Owned (“OREO”) secured by residential real estate properties.

At September 30, 2024 and December 31, 2023, the Company had $ 5.0 million and $ 2.5 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.

At September 30, 2024 and December 31, 2023, the Company had $ 575,000 and $ 506,000 , respectively, of Other Real Estate Owned (“OREO”) secured by residential real estate properties.

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

64 unchanged sentences

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

The following table presents a summary of loans by credit quality indicator, as of June 30, 2024, segregated by class of loans.

The following table presents a summary of loans by credit quality indicator, as of September 30, 2024, segregated by class of loans.

Term Loans Amortized Cost Basis by Origination Year

121 unchanged sentences

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.

To determine the best estimate of credit losses as of June 30, 2024, the Company utilized a probability-weighted, multiple-scenario approach consisting of Baseline, Upside (S1), and Downside (S3) scenarios published by Moody’s Analytics in June 2024 that was updated to reflect the U.S.

To determine the best estimate of credit losses as of September 30, 2024, the Company utilized a probability-weighted, multiple-scenario approach consisting of Baseline, Upside (S1), and Downside (S3) scenarios published by Moody’s Analytics in June 2024 that was updated to reflect the U.S.

economic outlook.

9 unchanged sentences

If a loss is determined to be probable, the loss is included in the allowance for credit losses as a specific allocation.

Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 110.6 million and $ 144.6 million as of June 30, 2024 and December 31, 2023, respectively, as further detailed in the table below.

Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 109.6 million and $ 144.6 million as of September 30, 2024 and December 31, 2023, respectively, as further detailed in the table below.

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

(In thousands) Real Estate Collateral Other Collateral Total

June 30, 2024

September 30, 2024

Construction and development $ 903 $ — $ 903

9 unchanged sentences

Total $ 123,925 $ 20,679 $ 144,604

The following table details activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2024.

The following table details activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2024.

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

3 unchanged sentences

Allowance for credit losses:

Three Months Ended June 30, 2024

Beginning balance, April 1, 2024 $ 35,191 $ 180,414 $ 5,768 $ 5,994 $ 227,367

Three Months Ended September 30, 2024

Beginning balance, July 1, 2024 $ 43,550 $ 175,176 $ 5,765 $ 5,898 $ 230,389

Provision for credit loss expense 8,088 1,598 1,755 707 12,148

2 unchanged sentences

Net (charge-offs) recoveries ( 7,796 ) 244 ( 1,513 ) ( 249 ) ( 9,314 )

Ending balance, June 30, 2024 $ 43,550 $ 175,176 $ 5,765 $ 5,898 $ 230,389

Six Months Ended June 30, 2024

Ending balance, September 30, 2024 $ 43,842 $ 177,018 $ 6,007 $ 6,356 $ 233,223

Nine Months Ended September 30, 2024

Beginning balance, January 1, 2024 $ 36,470 $ 177,177 $ 5,868 $ 5,716 $ 225,231

3 unchanged sentences

Net (charge-offs) recoveries ( 18,735 ) ( 1,929 ) ( 4,108 ) ( 689 ) ( 25,461 )

Ending balance, June 30, 2024 $ 43,550 $ 175,176 $ 5,765 $ 5,898 $ 230,389

Activity in the allowance for credit losses for the three and six months ended June 30, 2023 was as follows:

Ending balance, September 30, 2024 $ 43,842 $ 177,018 $ 6,007 $ 6,356 $ 233,223

Activity in the allowance for credit losses for the three and nine months ended September 30, 2023 was as follows:

(In thousands) Commercial Real

2 unchanged sentences

Allowance for credit losses:

Three Months Ended June 30, 2023

Beginning balance, April 1, 2023 $ 30,256 $ 163,906 $ 6,446 $ 5,949 $ 206,557

Three Months Ended September 30, 2023

Beginning balance, July 1, 2023 $ 30,985 $ 165,813 $ 6,330 $ 6,838 $ 209,966

Provision for credit loss expense 4,095 16,528 704 ( 1,105 ) 20,222

2 unchanged sentences

Net (charge-offs) recoveries ( 974 ) ( 9,294 ) ( 1,084 ) ( 289 ) ( 11,641 )

Ending balance, June 30, 2023 $ 30,985 $ 165,813 $ 6,330 $ 6,838 $ 209,966

Six Months Ended June 30, 2023

Ending balance, September 30, 2023 $ 34,106 $ 173,047 $ 5,950 $ 5,444 $ 218,547

Nine Months Ended September 30, 2023

Beginning balance, January 1, 2023 $ 34,406 $ 150,795 $ 5,140 $ 6,614 $ 196,955

3 unchanged sentences

Net (charge-offs) recoveries ( 1,074 ) ( 9,761 ) ( 3,037 ) ( 735 ) ( 14,607 )

Ending balance, June 30, 2023 $ 30,985 $ 165,813 $ 6,330 $ 6,838 $ 209,966

As of June 30, 2024, the Company’s allowance for credit losses was considered sufficient based upon expected losses that were supported by scenario-weighted economic forecasts.

The provision expense for the three and six months ended June 30, 2024 was primarily due to the loan growth experienced during the periods, as well as the impact of updated economic assumptions.

Ending balance, September 30, 2023 $ 34,106 $ 173,047 $ 5,950 $ 5,444 $ 218,547

As of September 30, 2024, the Company’s allowance for credit losses was considered sufficient based upon expected losses that were supported by scenario-weighted economic forecasts.

The provision expense for the three and nine months ended September 30, 2024 was primarily due to the loan growth experienced during the periods, as well as the impact of updated economic assumptions.

Reserve for Unfunded Commitments

1 unchanged sentence

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

The reserve for unfunded commitments was $ 25.6 million for both periods ended June 30, 2024 and December 31, 2023.

The reserve for unfunded commitments was $ 25.6 million for both periods ended September 30, 2024 and December 31, 2023.

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

No adjustment was made to the reserve for unfunded commitments during the three and six month periods ended June 30, 2024, as it was considered sufficient to cover any loss expectations.

During the three and six month periods ended June 30, 2023, $ 5.0 million was released from the reserve for unfunded commitments primarily due to a decline in unfunded commitments resulting from customers utilizing lines of credit during the period.

No adjustment was made to the reserve for unfunded commitments during the three and nine month periods ended September 30, 2024, as it was considered sufficient to cover any loss expectations.

During the three and nine month periods ended September 30, 2023, $ 11.3 million and $ 16.3 million, respectively, was released from the reserve for unfunded commitments primarily due to a decline in unfunded commitments resulting from customers utilizing lines of credit during the periods.

Provision for Credit Losses

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

The components of the provision for credit losses for the three and six month periods ended June 30, 2024 and 2023 were as follows:

The components of the provision for credit losses for the three and nine month periods ended September 30, 2024 and 2023 were as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2024 2023 2024 2023

22 unchanged sentences

The Company accounts for lease and non-lease components (such as taxes, insurance and common area maintenance costs) separately as such amounts are generally readily determinable under the lease contracts.

Lease payments over the expected term are discounted using the Company’s Federal Home Loan Bank (“FHLB”) advance rates for borrowings of similar term.

Lease payments over the expected term are discounted using the Company’s FHLB advance rates for borrowings of similar term.

If it is reasonably certain that a renewal or termination option will be exercised, the effects of such options are included in the determination of the expected lease term.

2 unchanged sentences

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

The following table presents information as of June 30, 2024 and December 31, 2023 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.

June 30, December 31,

The following table presents information as of September 30, 2024 and December 31, 2023 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.

September 30, December 31,

(Dollars in thousands) 2024 2023

3 unchanged sentences

Weighted average discount rate 3.65 % 3.52 %

Operating lease cost for the three and six month periods ended June 30, 2024 was $ 4.1 million and $ 8.2 million, respectively, as compared to $ 3.7 million and $ 7.6 million for the same periods in 2023.

Operating lease cost for the three and nine month periods ended September 30, 2024 was $ 4.0 million and $ 12.2 million, respectively, as compared to $ 4.2 million and $ 11.7 million for the same periods in 2023.

PREMISES AND EQUIPMENT

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

Total premises and equipment, net at June 30, 2024 and December 31, 2023 were as follows:

June 30, December 31,

Total premises and equipment, net at September 30, 2024 and December 31, 2023 were as follows:

September 30, December 31,

(In thousands) 2024 2023

12 unchanged sentences

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

Goodwill totaled $ 1.32 billion at June 30, 2024 and December 31, 2023.

Goodwill impairment was neither indicated no r recorded during the six months ended June 30, 2024 or the year ended December 31, 2023.

Goodwill totaled $ 1.32 billion at September 30, 2024 and December 31, 2023.

Goodwill impairment was neither indicated no r recorded during the nine months ended September 30, 2024 or the year ended December 31, 2023.

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

Other intangible assets represent the value of other acquired relationships, including relationships with trust and wealth management customers, and are being amortized over various periods ranging from 8 years to 15 years.

Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at June 30, 2024 and December 31, 2023 were as follows:

June 30, December 31,

Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at September 30, 2024 and December 31, 2023 were as follows:

September 30, December 31,

(In thousands) 2024 2023

8 unchanged sentences

Total other intangible assets, net $ 101,093 $ 112,645

The carrying basis and accumulated amortization of the Company’s other intangible assets at June 30, 2024 and December 31, 2023 were as follows:

June 30, December 31,

The carrying basis and accumulated amortization of the Company’s other intangible assets at September 30, 2024 and December 31, 2023 were as follows:

September 30, December 31,

(In thousands) 2024 2023

8 unchanged sentences

Total other intangible assets, net $ 101,093 $ 112,645

The Company’s estimated remaining amortization expense on other intangible assets as of June 30, 2024 is as follows:

The Company’s estimated remaining amortization expense on other intangible assets as of September 30, 2024 is as follows:

(In thousands) Year Amortization

3 unchanged sentences

TIME DEPOSITS

Time deposits included approximately $ 1.71 billion and $ 1.73 billion of certificates of deposit over $250,000 at June 30, 2024 and December 31, 2023, respectively.

Brokered time deposits were $ 2.94 billion and $ 2.90 billion at June 30, 2024 and December 31, 2023, respectively.

Time deposits included approximately $ 1.65 billion and $ 1.73 billion of certificates of deposit over $250,000 at September 30, 2024 and December 31, 2023, respectively.

Brokered time deposits were $ 3.36 billion and $ 2.90 billion at September 30, 2024 and December 31, 2023, respectively.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2024 2023 2024 2023

3 unchanged sentences

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

June 30, December 31,

September 30, December 31,

(In thousands) 2024 2023

22 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2024 2023 2024 2023

33 unchanged sentences

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

The gross amount of recognized liabilities for repurchase agreements was $ 52.3 million and $ 67.6 million at June 30, 2024 and December 31, 2023, respectively.

The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of June 30, 2024 and December 31, 2023 is presented in the following tables.

The gross amount of recognized liabilities for repurchase agreements was $ 50.7 million and $ 67.6 million at September 30, 2024 and December 31, 2023, respectively.

The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of September 30, 2024 and December 31, 2023 is presented in the following tables.

Remaining Contractual Maturity of the Agreements

2 unchanged sentences

90 Days Total

June 30, 2024

September 30, 2024

Repurchase agreements:

4 unchanged sentences

OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES

Debt at June 30, 2024 and December 31, 2023 consisted of the following components:

June 30, December 31,

Debt at September 30, 2024 and December 31, 2023 consisted of the following components:

September 30, December 31,

(In thousands) 2024 2023

26 unchanged sentences

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 SOFR rate, 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.

The Company had total FHLB advances of $ 1.33 billion and $ 953.2 million at June 30, 2024 and December 31, 2023, respectively, which are primarily fixed rate, fixed term advances, which are due less than one year from origination and therefore are classified as short-term advances by the Company.

At June 30, 2024, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 7.07 billion and the Company had approximately $ 4.91 billion of additional advances available from the FHLB.

The Company had total outstanding FHLB advances of $ 1.03 billion and $ 953.2 million at September 30, 2024 and December 31, 2023, respectively, which are primarily fixed rate, fixed term advances, are due less than one year from origination and therefore are classified as short-term advances by the Company.

At September 30, 2024, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 7.02 billion and the Company had approximately $ 4.96 billion of additional advances available from the FHLB.

The Company’s long-term debt primarily includes subordinated debt and other notes payable.

Aggregate annual maturities of long-term debt at June 30, 2024, are as follows:

Aggregate annual maturities of long-term debt at September 30, 2024, are as follows:

Year (In thousands)

14 unchanged sentences

On April 27, 2022, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to remove the classification and designation for the Series D Preferred Stock.

As of June 30, 2024, there were no shares of preferred stock issued or outstanding.

As of September 30, 2024, there were no shares of preferred stock issued or outstanding.

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

5 unchanged sentences

The Company anticipates 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.

No shares were repurchased during the three and nine month periods ended September 30, 2024.

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

During the three and six month periods ended June 30, 2023, the Company repurchased 1,128,087 shares at an average price of $ 17.75 per share under the 2022 Program.

During the three and nine month periods ended September 30, 2023, the Company repurchased 1,128,962 shares at an average price of $ 17.69 per share and 2,257,049 shares at an average price of $ 17.72 per share, respectively, under the 2022 Program.

UNDIVIDED PROFITS

2 unchanged sentences

Since Simmons Bank is also under supervision of the Federal Reserve, it is further limited if the total of all dividends declared in any calendar year by Simmons Bank exceeds its net income to date for that year combined with its retained net profits for the preceding two years.

At June 30, 2024, Simmons Bank had approximately $ 2.2 million available for payment of dividends to the Company, without prior regulatory approval.

At September 30, 2024, undivided profits of Simmons Bank were approximately $ 536.2 million, none of which were available for payment of dividends to the Company, without prior regulatory approval.

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

4 unchanged sentences

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

As of June 30, 2024, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules.

The Company’s CET1 ratio was 12.00 % at June 30, 2024.

As of September 30, 2024, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules.

The Company’s CET1 ratio was 12.06 % at September 30, 2024.

STOCK-BASED COMPENSATION

2 unchanged sentences

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

The table below summarizes the transactions under the Company’s active stock-based compensation plans for the six months ended June 30, 2024:

The table below summarizes the transactions under the Company’s active stock-based compensation plans for the nine months ended September 30, 2024:

Stock Options

10 unchanged sentences

Forfeited/expired ( 37 ) 22.52 — — ( 176 ) 25.42

Balance, June 30, 2024 410 $ 22.57 — $ — 1,613 $ 21.00

Exercisable, June 30, 2024 410 $ 22.57

The following table summarizes information about stock options under the plans outstanding at June 30, 2024:

Balance, September 30, 2024 372 $ 22.80 — $ — 1,546 $ 21.01

Exercisable, September 30, 2024 372 $ 22.80

The following table summarizes information about stock options under the plans outstanding at September 30, 2024:

Options Outstanding Options Exercisable

9 unchanged sentences

$ 20.29 — $ 24.07 372 0.87 $ 22.80 372 $ 22.80

The table below summarizes the Company’s performance stock unit activity for the six months ended June 30, 2024:

The table below summarizes the Company’s performance stock unit activity for the nine months ended September 30, 2024:

(In thousands) Performance Stock Units

2 unchanged sentences

Forfeited ( 112 )

Non-vested, June 30, 2024 530

Stock-based compensation expense was $ 7.5 million and $ 8.0 million during the six month periods ended June 30, 2024 and 2023, respectively.

Non-vested, September 30, 2024 526

Stock-based compensation expense was $ 8.9 million and $ 9.6 million during the nine month periods ended September 30, 2024 and 2023, respectively.

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

There was no unrecognized stock-based compensation expense related to stock options at June 30, 2024.

Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 19.7 million at June 30, 2024.

There was no unrecognized stock-based compensation expense related to stock options at September 30, 2024.

Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 18.1 million at September 30, 2024.

At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 1.7 years.

There was no intrinsic value of stock options outstanding and stock options exercisable at June 30, 2024.

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 17.58 as of June 30, 2024, and the exercise price multiplied by the number of options outstanding.

There was no intrinsic value of stock options exercised during the six months ended June 30, 2024 and there was $ 6,000 of intrinsic value of stock options exercised during the same period of 2023.

The intrinsic value of stock options outstanding and stock options exercisable at September 30, 2024 was $ 4,000 .

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 21.54 as of September 30, 2024, and the exercise price multiplied by the number of options outstanding.

There total intrinsic value of stock options exercised during the nine months ended September 30, 2024 and 2023 was $ 48,000 and $ 6,000 , respectively.

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

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

There were no stock options granted during the six months ended June 30, 2024 and 2023.

There were no stock options granted during the nine months ended September 30, 2024 and 2023.

EARNINGS PER SHARE (“EPS”)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands, except per share data) 2024 2023 2024 2023

5 unchanged sentences

Diluted earnings per share $ 0.20 $ 0.37 $ 0.83 $ 1.19

There were 410,490 stock options excluded from the three and six months ended June 30, 2024 earnings per share calculation due to the related stock option exercise price exceeding the average market price of the Company’s stock during the periods.

There were 469,280 stock options excluded from the earnings per share calculation for the three and six months ended June 30, 2023 due to the related stock option exercise price exceeding the average market price of the Company’s stock during the periods.

There were 371,790 stock options excluded from the three and nine months ended September 30, 2024 earnings per share calculation due to the related stock option exercise price exceeding the average market price of the Company’s stock during the periods.

There were 469,280 stock options excluded from the earnings per share calculation for the three and nine months ended September 30, 2023 due to the related stock option exercise price exceeding the average market price of the Company’s stock during the periods.

ADDITIONAL CASH FLOW INFORMATION

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

Six Months Ended

Nine Months Ended

September 30,

(In thousands) 2024 2023

3 unchanged sentences

OTHER INCOME AND OTHER OPERATING EXPENSES

Other income for the three and six months ended June 30, 2024 was $ 6.4 million and $ 13.6 million, respectively.

Other income for the three and six months ended June 30, 2023 was $ 9.8 million and $ 21.1 million, respectively.

Included in other income during the six month period ended June 30, 2023 was a $ 4.0 million legal reserve recapture associated with previously disclosed legal matters, coupled with fair value adjustments associated with certain equity investments and death benefits from bank owned life insurance.

Other income for the three and nine months ended September 30, 2024 was $ 8.3 million and $ 21.9 million, respectively.

Other income for the three and nine months ended September 30, 2023 was $ 7.4 million and $ 28.5 million, respectively.

Included in other income during the nine month period ended September 30, 2023 was a $ 4.0 million legal reserve recapture associated with previously disclosed legal matters, coupled with fair value adjustments associated with certain equity investments and death benefits from bank owned life insurance.

Other operating expenses consisted of the following:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2024 2023 2024 2023

23 unchanged sentences

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

At June 30, 2024, the Company had outstanding commitments to extend credit aggregating approximately $ 757.5 million and $ 4.02 billion for credit card commitments and other loan commitments, respectively.

At September 30, 2024, the Company had outstanding commitments to extend credit aggregating approximately $ 759.1 million and $ 3.96 billion for credit card commitments and other loan commitments, respectively.

At December 31, 2023, the Company had outstanding commitments to extend credit aggregating approximately $ 738.2 million and $ 4.17 billion for credit card commitments and other loan commitments, respectively.

As of June 30, 2024, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 24.8 million.

As of September 30, 2024, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 27.4 million.

At December 31, 2023, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 16.6 million.

3 unchanged sentences

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

The Company had total outstanding letters of credit amounting to $ 59.4 million and $ 54.2 million at June 30, 2024 and December 31, 2023, respectively, with terms ranging from 9 months to 15 years.

At June 30, 2024 and December 31, 2023, the Company had no deferred revenue under standby letter of credit agreements.

The Company had total outstanding letters of credit amounting to $ 58.4 million and $ 54.2 million at September 30, 2024 and December 31, 2023, respectively, with terms ranging from 9 months to 15 years.

At September 30, 2024 and December 31, 2023, the Company had no deferred revenue under standby letter of credit agreements.

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

The amount of the letters of credit was $ 824.5 million and $ 580.8 million at June 30, 2024 and December 31, 2023, respectively, and they expire in less than one year from issuance.

The amount of the letters of credit was $ 1.02 billion and $ 580.8 million at September 30, 2024 and December 31, 2023, respectively, and they expire in less than one year from issuance.

FAIR VALUE MEASUREMENTS

36 unchanged sentences

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

At June 30, 2024 and December 31, 2023, the aggregate fair value of mortgage loans held for sale exceeded their cost.

At September 30, 2024 and December 31, 2023, the aggregate fair value of mortgage loans held for sale exceeded their cost.

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

The Company obtains fair value measurements from dealer quotes.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.

Fair Value Measurements Using

6 unchanged sentences

Unobservable Inputs

June 30, 2024

September 30, 2024

Available-for-sale securities

35 unchanged sentences

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

The following table sets forth the Company’s assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of June 30, 2024 and December 31, 2023.

The following table sets forth the Company’s assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of September 30, 2024 and December 31, 2023.

Fair Value Measurements Using

6 unchanged sentences

Unobservable Inputs

June 30, 2024

September 30, 2024

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

1 unchanged sentence

Foreclosed assets and other real estate owned (1)

2,018 — — 2,018

December 31, 2023

5 unchanged sentences

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

(2) Identified reserves of $ 27.7 million and $ 18.7 million were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended June 30, 2024 and December 31, 2023, respectively.

(2) Identified reserves of $ 33.3 million and $ 18.7 million were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended September 30, 2024 and December 31, 2023, respectively.

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

33 unchanged sentences

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

June 30, 2024

September 30, 2024

Financial assets:

68 unchanged sentences

The two year forward start date for these swaps occurred during late third quarter of 2023 and involves the payment of fixed interest rates with a weighted average of 1.21 % in exchange for variable interest rates based on federal funds rates.

For the six month period ended June 30, 2024, the net amount included in interest income on investment securities in the consolidated statements of income related to fair value hedges was $ 23.1 million.

For the nine month period ended September 30, 2024, the net amount included in interest income on investment securities in the consolidated statements of income related to fair value hedges was $ 33.8 million.

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

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

2 unchanged sentences

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

Line Item on the Balance Sheet (In thousands) June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023

Line Item on the Balance Sheet (In thousands) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

Investment securities - Available-for-sale $ 959,342 $ 940,010 $ 80,038 $ 104,408

7 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(In thousands) Notional Fair Value Notional Fair Value

4 unchanged sentences

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

The notional amount of these contingent agreements is $ 23.9 million as of June 30, 2024.

The notional amount of these contingent agreements is $ 23.4 million as of September 30, 2024.

Energy Hedging

5 unchanged sentences

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

During the second quarter of 2023, the Company’s remaining energy hedge swap contracts expired and there were no outstanding notional values related to these contracts as of June 30, 2024.

During the second quarter of 2023, the Company’s remaining energy hedge swap contracts expired and there were no outstanding notional values related to these contracts as of September 30, 2024.

Currently, the Company generally does not intend to offer hedging services to any remaining energy related customers.

4 unchanged sentences

Results of Review of Interim Financial Statements

We have reviewed the consolidated balance sheet of Simmons First National Corporation (“the Company”) and subsidiaries as of June 30, 2024, and the related consolidated statements of income, comprehensive income (loss), and stockholders’ equity for the three and six month periods ended June 30, 2024 and 2023, and cash flows for the six month periods ended June 30, 2024 and 2023, and the related notes (collectively referred to as the “interim financial information or statements”).

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

We have reviewed the consolidated balance sheet of Simmons First National Corporation (“the Company”) and subsidiaries as of September 30, 2024, and the related consolidated statements of income, comprehensive income (loss), and stockholders’ equity for the three and nine month periods ended September 30, 2024 and 2023, and cash flows for the nine month periods ended September 30, 2024 and 2023, and the related notes (collectively referred to as the “interim financial information or statements”).

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company and subsidiaries as of December 31, 2023, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated February 27, 2024, we expressed an unqualified opinion on those consolidated financial statements.

10 unchanged sentences

Little Rock, Arkansas

August 6, 2024

November 7, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements