What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-02-27 compared with 2024-02-27 · 233 added, 341 removed, 1943 unchanged (23% of the section changed)

2 unchanged sentences

Parent Company

The Company has leveraged its investment in its subsidiary bank and depends upon the dividends paid to it, as the sole shareholder of the subsidiary bank, as a principal source of funds for dividends to shareholders, stock repurchases and debt service requirements.

At December 31, 2023, undivided profits of Simmons Bank were approximately $622.9 million, of which approximately $54.4 million was available for the payment of dividends to the Company without regulatory approval.

The Company has leveraged its investment in Simmons Bank and depends upon the dividends paid to it, as the sole shareholder of Simmons Bank, as a principal source of funds for dividends to shareholders, stock repurchases and debt service requirements.

At December 31, 2024, undivided profits of Simmons Bank were approximately $550.4 million, none of which were available for the payment of dividends to the Company without regulatory approval.

In addition to dividends, other sources of liquidity for the Company are the sale of equity securities and the borrowing of funds.

Subsidiary Bank

Generally speaking, the Company’s subsidiary bank relies upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash used in investing activities.

Generally speaking, Simmons Bank relies upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash used in investing activities.

Typical of most banking companies, significant financing activities include:

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Federal funds are available on a daily basis and are used to meet the normal fluctuations of a dynamic balance sheet.

As of December 31, 2023, the Bank had approximat ely $510.0 million in f ederal funds lines of credit from upstream correspondent banks that can be accessed, when needed.

As of December 31, 2024, the Bank had approximat ely $435.0 million in f ederal funds lines of credit from upstream correspondent banks that can be accessed, if and when needed.

In order to ensure availability of these upstream funds we test these borrowing lines at least annually.

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Finally, we have the ability to access funds through the Federal Reserve Bank Discount Window.

We believe the various sources available are ample liquidity for short-term, intermediate-term and long-term liquidity.

We believe these various sources of available liquidity are sufficient for short-term, intermediate-term and long-term liquidity.

Market Risk Management

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Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2024 is effective based on the specified criteria.

FORVIS, LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Forvis Mazars, LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, immediately follows.

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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s/ FORVIS, LLP

Forvis Mazars, LLP

/s/ Forvis Mazars, LLP

Little Rock, Arkansas

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Simmons First National Corporation (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of Simmons First National Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (“financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective or complex judgments.

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The Company’s loan portfolio totaled $17.01 billion as of December 31, 2024 and the allowance for credit losses on loans was $235.0 million.

The Company’s unfunded loan commitments totaled $4.2 billion, with an allowance for credit losses of $25.6 million.

The Company’s available-for-sale and held-to-maturity securities portfolios totaled $6.88 billion as of December 31, 2023, and the allowance for credit losses on securities was $3.2 million.

Together these amounts represent the allowance for credit losses (“ACL”).

As more fully described in Notes 1, 3 and 5 to the Company’s consolidated financial statements:

• For loans receivable, the ACL is a contra-asset valuation account, calculated in accordance with Topic 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected.

• For unfunded loan commitments, the ACL is a liability account calculated in accordance with Topic 326, reported as a component of accrued interest and other liabilities.

• For securities, the ACL is a contra-valuation account that is deducted from the recorded basis of the securities.

As more fully described in Notes 1 and 4 to the Company’s consolidated financial statements, for loans receivable, the Allowance for Credit Loss (ACL) is a contra-asset valuation account, calculated in accordance with Topic 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected.

The amount of each allowance account represents management’s best estimate of current expected credit losses on those financial instruments considering all available information from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument.

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In such cases the loans were evaluated for expected credit losses on an individual basis and excluded from the collective evaluation.

Auditing management’s estimate of the ACL involved a high degree of subjectivity due to the nature of the qualitative factor adjustments included in the ACL and complexities due to the implementation of the PD, EAD or LGD models.

Management’s identification and measurement of the qualitative factor adjustments is highly judgmental.

Auditing management’s estimate of the ACL involved a high degree of subjectivity due to management’s identification and measurement of the qualitative factor adjustments being highly judgmental.

The primary procedures we performed as of December 31, 2024 to address this critical audit matter included:

• Obtained an understanding of the Company’s process for establishing the ACL

• Evaluated and tested the design and operating effectiveness of controls over the reliability and accuracy of the data used to calculate and estimate the various components of the ACL including:

◦ Loan data completeness and accuracy

◦ Grouping of loans by segment

◦ Model inputs utilized including PD, LGD, remaining life and prepayment speed

◦ Approval of model assumptions selected

◦ Establishment of qualitative factors

◦ Loan risk ratings

• Tested the mathematical accuracy of the calculation of the ACL

• Performed reviews of individual credit files to evaluate the reasonableness of loan credit risk ratings

• Tested internally prepared loan reviews to evaluate the reasonableness of the loan credit risk ratings

• Tested the completeness and accuracy of inputs utilized in the calculation of the ACL

• Obtained an understanding of the Company’s process for establishing the qualitative adjustment.

• Evaluated and tested the design and operating effectiveness of controls over the establishment of qualitative factors.

• Evaluated the qualitative adjustments to the ACL including assessing the basis for adjustments and the reasonableness of the significant assumptions.

• Tested the reasonableness of specific reserves on individually reviewed loans

• Evaluated credit quality trends in delinquencies, non-accruals, charge-offs and loan risk ratings

• Evaluated the overall reasonableness of the ACL and compared to trends identified within peer groups

• Tested estimated utilization rate of unfunded loan commitments

• Reviewed documentation prepared to assess the methodology utilized by a third party performing the ACL calculation for securities for reasonableness

• Evaluated the accuracy and completeness of Accounting Standards Update 2016-13 , Financial Instruments - Credit Losses (Topic 326) disclosures in the consolidated financial statements.

• Evaluated credit quality trends in delinquencies, non-accruals and charge-offs.

As reflected in the Company’s consolidated financial statements at December 31, 2024, the Company’s goodwill was $1.32 billion.

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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 the Company’s 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.

We obtained an understanding, evaluated the design and operating effectiveness of controls over the Company’s goodwill assessment process.

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We also involved an internal valuation professional to assist in evaluating the Company’s models, valuation methodology, and significant assumptions used in the fair value estimates.

/s/ FORVIS, LLP

Forvis Mazars, LLP

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 1972.

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Investment securities:

Held-to-maturity, net of allowance for credit losses of $ 3,214 and $ 1,388 at December 31, 2023 and 2022, respectively

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

3,636,636 3,726,288

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Other service charges and fees 9,188 9,122 7,616

(Loss) gain on sale of securities, net ( 20,609 ) ( 278 ) 15,498

Loss on sale of securities, net ( 28,393 ) ( 20,609 ) ( 278 )

Gain on insurance settlement — — 4,074

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NET INCOME $ 152,693 $ 175,057 $ 256,412

Preferred stock dividends — — 47

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 175,057 $ 256,412 $ 271,109

BASIC EARNINGS PER SHARE $ 1.22 $ 1.39 $ 2.07

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Unrealized holding gains (losses) arising during the period on available-for-sale securities 7,475 108,612 ( 593,010 )

Reclassification adjustment for realized (losses) gains included in net income

( 20,609 ) ( 278 ) 15,498

Reclassification adjustment for realized losses included in net income ( 28,393 ) ( 20,609 ) ( 278 )

Realized gains (losses) on available-for-sale securities interest rate hedges 834 1,960 ( 98,374 )

Net unrealized (losses) gains on securities transferred from available-for-sale to held-to-maturity during the period — ( 206,682 ) 1,106

Net unrealized losses on securities transferred from available-for-sale to held-to-maturity during the period — — ( 206,682 )

Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity ( 23,810 ) ( 25,971 ) ( 14,632 )

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Provision for credit losses 46,785 42,028 14,074

Loss (gain) on sale of investments 20,609 278 ( 15,498 )

Loss on sale of investments 28,393 20,609 278

Net amortization (accretion) of investment securities and assets 16,605 14,982 ( 39,031 )

1 unchanged sentence

Stock-based compensation expense 11,290 12,189 15,317

Gain on sale of premises and equipment, net of impairment — — ( 591 )

Gain on sale of foreclosed assets and other real estate owned ( 928 ) ( 182 ) ( 390 )

Gain on sale of mortgage loans held for sale ( 8,302 ) ( 7,981 ) ( 16,699 )

Gain on sale of branches — — ( 5,316 )

Gain on sale of loans — ( 282 ) —

Loss (gain) on sale of loans 234 — ( 282 )

Deferred income taxes ( 3,233 ) ( 2,460 ) 14,933

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Purchases of premises and equipment, net ( 45,509 ) ( 33,086 ) ( 35,268 )

Proceeds from sale of premises and equipment — — 5,621

Proceeds from sale of foreclosed assets and other real estate owned 5,428 2,071 4,754

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Purchases of bank owned life insurance ( 24,528 ) — —

Surrender of bank owned life insurance 7,484 — —

Cash received in business combinations, net — — 276,396

Disposition of assets and liabilities held for sale — — ( 134,166 )

Net cash used in investing activities ( 183,593 ) ( 946,233 ) ( 2,537,736 )

Net cash provided by (used in) investing activities 369,507 ( 183,593 ) ( 946,233 )

FINANCING ACTIVITIES

Net change in deposits ( 359,228 ) ( 302,747 ) 462,530

Proceeds from issuance of other borrowed funds 3,375,000 3,725,000 1,160,000

Repayments of other borrowed funds ( 3,601,994 ) ( 3,611,930 ) ( 1,676,726 )

Repayments of subordinated debentures — — ( 56,189 )

Dividends paid on preferred stock — — ( 47 )

Dividends paid on common stock ( 105,439 ) ( 100,962 ) ( 94,096 )

Net change in other borrowed funds 113,070 ( 516,726 ) ( 80,254 )

Net change in federal funds purchased and securities sold under agreements to repurchase ( 30,860 ) ( 92,434 ) ( 25,000 )

Net shares (cancelled) issued under stock compensation plans ( 2,854 ) ( 5,033 ) 290

Net shares cancelled under stock compensation plans ( 595 ) ( 2,854 ) ( 5,033 )

Shares issued under employee stock purchase plan 970 833 1,151

Repurchase of common stock — ( 40,322 ) ( 111,133 )

Retirement of preferred stock — — ( 767 )

Net cash (used in) provided by financing activities ( 425,416 ) ( 344,496 ) 438,457

DECREASE IN CASH AND CASH EQUIVALENTS ( 68,030 ) ( 968,531 ) ( 1,821,499 )

Net cash used in financing activities ( 722,146 ) ( 425,416 ) ( 344,496 )

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 73,285 ( 68,030 ) ( 968,531 )

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 614,092 682,122 1,650,653

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Years Ended December 31, 2024, 2023 and 2022

(In thousands, except share data) Preferred Stock Common

(In thousands, except share data) Common

Stock Surplus Accumulated

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3 10,281 — — 10,284

Stock issued for Landmark acquisition - 4,499,872 shares

— 45 138,146 — — 138,191

Stock issued for Triumph acquisition - 4,164,712 shares

Stock issued for Spirit acquisition - 18,275,074 shares

183 464,735 — — 464,918

Preferred stock retirement ( 767 ) — — — — ( 767 )

Stock repurchases - 4,432,762 shares

( 44 ) ( 111,089 ) — — ( 111,133 )

Dividends on preferred stock — — — — ( 47 ) ( 47 )

Dividends on common stock – $ 0.76 per share

6 unchanged sentences

5 9,330 — — 9,335

Stock issued for Spirit acquisition - 18,275,074 shares

— 183 464,735 — — 464,918

Stock repurchases - 2,257,049 shares

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5 10,690 — — 10,695

Stock repurchases - 2,257,049 shares

— ( 23 ) ( 40,299 ) — — ( 40,322 )

Dividends on common stock – $ 0.84 per share

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Accordingly, the respective groups are considered by management to be aggregated into one reportable operating segment.

The Company also considers its trust, investment and insurance services to be operating segments.

Information on these segments is not reported separately since they do not meet the quantitative thresholds under Accounting Standards Codification (“ASC”) Topic 280-10-50-12.

The Company also considers its wealth group, which provides trust and investment services, as well as insurance services, to be operating segments.

Information on these segments is not reported separately since they do not meet the quantitative thresholds under Accounting Standards Codification (“ASC”) Topic 280-10-50-12, and, as a result, are reported within “Other” in the following tables.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The CODM evaluates the performance of the Company’s reportable operating segments using net interest income and net income.

The CODM analyzes on the spread between interest revenue and interest expense (net interest income) to assess performance and to allocate operating and capital resources.

Therefore, interest revenue is presented net of interest expense.

Additionally, the CODM reviews budgeted net income versus actual net income of the Company to allocate resources to meet the Company’s strategic objectives.

The following table provides a summary of the Company’s reportable operating segment results as of or for the years ended December 31, 2024, 2023 and 2022.

(In thousands) Community and Commercial Banking Other Consolidated

December 31, 2024

Net interest income $ 627,698 $ 767 $ 628,465

Noninterest income 109,701 37,470 147,171

Total net revenue 737,399 38,237 775,636

Noninterest expense:

Salaries and employee benefits 265,610 18,514 284,124

Occupancy expense, net 46,373 1,841 48,214

Furniture and equipment expense 22,045 2 22,047

Deposit insurance 23,938 — 23,938

Other operating expenses (1)

173,295 5,925 179,220

Total noninterest expense 531,261 26,282 557,543

Income before provision for credit losses and income taxes 206,138 11,955 218,093

Provision for credit losses 46,785 — 46,785

Income tax expense 18,530 85 18,615

Net income $ 140,823 $ 11,870 $ 152,693

Assets as of December 31, 2024 $ 26,870,061 $ 5,988 $ 26,876,049

December 31, 2023

Net interest income $ 650,928 $ ( 802 ) $ 650,126

Noninterest income 120,567 34,999 155,566

Total net revenue 771,495 34,197 805,692

Noninterest expense:

Salaries and employee benefits 268,300 17,817 286,117

Occupancy expense, net 46,712 29 46,741

Furniture and equipment expense 20,740 1 20,741

Deposit insurance 29,986 — 29,986

Other operating expenses (1)

173,480 5,996 179,476

Total noninterest expense 539,218 23,843 563,061

Income before provision for credit losses and income taxes 232,277 10,354 242,631

Provision for credit losses 42,028 — 42,028

Income tax expense 25,451 95 25,546

Net income $ 164,798 $ 10,259 $ 175,057

Assets as of December 31, 2023 $ 27,338,690 $ 6,984 $ 27,345,674

(In thousands) Community and Commercial Banking Other Consolidated

December 31, 2022

Net interest income $ 717,316 $ — $ 717,316

Noninterest income 136,820 33,246 170,066

Total net revenue 854,136 33,246 887,382

Noninterest expense:

Salaries and employee benefits 268,817 18,165 286,982

Occupancy expense, net 44,296 25 44,321

Furniture and equipment expense 20,642 23 20,665

Deposit insurance 11,608 — 11,608

Other operating expenses (1)

196,875 6,297 203,172

Total noninterest expense 542,238 24,510 566,748

Income before provision for credit losses and income taxes 311,898 8,736 320,634

Provision for credit losses 14,074 — 14,074

Income tax expense 50,065 83 50,148

Net income $ 247,759 $ 8,653 $ 256,412

Assets as of December 31, 2022 $ 27,453,130 $ 7,931 $ 27,461,061

_________________________

(1) Other operating expenses primarily include professional services, marketing, software and technology, amortization of intangibles and other general operating expenses.

Use of Estimates

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The transaction prices are fixed, and are charged either on a periodic basis or based on activity

Debit and credit card fees – These represent debit and credit card interchange fees, along with credit card fee income.

The Company generally satisfies its performance obligations related to interchange and merchant fees as services are rendered.

Periodic credit card fees, net of direct origination costs, are recognized as revenue on a straight-line basis over the period the fee entitles the cardholder to use the card.

Sale of OREO – In the normal course of business, the Company will enter into contracts with customers to sell OREO, which has generally been foreclosed upon by the Company.

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The management fee is a fixed percentage-based fee calculated upon the average balance of assets under management and is charged to customers on a monthly basis.

Bankcard Fee Income – Periodic bankcard fees, net of direct origination costs, are recognized as revenue on a straight-line basis over the period the fee entitles the cardholder to use the card.

The Company accounts for income taxes in accordance with income tax accounting guidance in ASC Topic 740, Income Taxes .

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Diluted earnings per share $ 1.21 $ 1.38 $ 2.06

There were 410,490 stock options excluded from the year ended December 31, 2023 earnings per share calculation due to the related stock option exercise price exceeding the average market price of the Company’s stock.

There were no stock options excluded from the earnings per share calculations for the years ended December 31, 2022 and 2021 due to the average market price of the Company’s stock exceeding the related stock option exercise price.

There were 322,750 and 410,490 stock options excluded from the years ended December 31, 2024 and 2023 earnings per share calculations, respectively, due to the related stock option exercise price exceeding the average market price of the Company’s stock.

There were no stock options excluded from the earnings per share calculation for the year ended December 31, 2022 due to the related stock option exercise price exceeding the average market price of the Company’s stock.

Stock-Based Compensation

The Company has 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 and performance stock units.

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 performance or bonus shares granted to directors, officers and other key employees.

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Total assets acquired $ 3,200,312 $ ( 93,724 ) $ 3,106,588

(In thousands) Acquired from Spirit Fair Value Adjustments Fair Value

Liabilities Assumed

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Summary of Unaudited Pro forma Information

The unaudited pro forma information below for the years ended December 31, 2022 and 2021 gives effect to the Spirit acquisition as if the acquisition had occurred on January 1, 2021.

The unaudited pro forma information below for the year ended December 31, 2022 gives effect to the Spirit acquisition as if the acquisition had occurred on January 1, 2022.

Pro forma earnings for the year ended December 31, 2022 were adjusted to exclude $ 18.7 million of acquisition-related costs, net of tax, incurred by the Company during 2022.

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(In thousands, except per share data) 2022

$ 912,631 $ 927,061

Net income $ 264,522

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As a result, it is impracticable for the Company to provide certain post-closing information, such as revenue and earnings, as it relates to the Spirit acquisition.

Landmark Community Bank

On October 8, 2021, the Company completed its acquisition of Landmark Community Bank (“Landmark”) pursuant to the terms of the Agreement and Plan of Merger dated as of June 4, 2021 (“Landmark Agreement”), at which time Landmark merged with and into Simmons Bank, with Simmons Bank continuing as the surviving entity.

The Company issued 4,499,872 shares of its common stock valued at approximately $ 138.2 million as of October 8, 2021, plus $ 6,451,727.43 in cash, in exchange for all outstanding shares of Landmark capital stock (and common stock equivalents) to effect the merger.

Prior to the acquisition, Landmark, headquartered in Collierville, Tennessee, conducted banking business from 8 branches located in the Memphis and Nashville, Tennessee, metropolitan areas.

Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $ 968.8 million in assets, including approximately $ 789.5 million in loans (inclusive of loan discounts), and approximately $ 802.7 million in deposits.

Goodwill of $ 31.4 million was recorded as a result of the transaction.

The merger strengthened the Company’s market share and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded.

The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Landmark acquisition, as of the acquisition date, is as follows:

(In thousands) Acquired from Landmark Fair Value Adjustments Fair Value

Assets Acquired

Cash and due from banks $ 27,591 $ — $ 27,591

Due from banks - time 100 — 100

Investment securities 114,793 ( 125 ) 114,668

Loans acquired 785,551 3,953 789,504

Allowance for credit losses on loans ( 5,980 ) 3,621 ( 2,359 )

Premises and equipment 9,540 ( 4,099 ) 5,441

Bank owned life insurance 21,287 — 21,287

Core deposit intangible 88 4,071 4,159

Other assets 13,036 ( 4,605 ) 8,431

Total assets acquired $ 966,006 $ 2,816 $ 968,822

Liabilities Assumed

Noninterest bearing transaction accounts $ 110,393 $ — $ 110,393

Interest bearing transaction accounts and savings deposits 425,777 — 425,777

Time deposits 266,835 ( 334 ) 266,501

Total deposits 803,005 ( 334 ) 802,671

Other borrowings 47,023 — 47,023

Accrued interest and other liabilities 8,459 ( 3,122 ) 5,337

Total liabilities assumed 858,487 ( 3,456 ) 855,031

Equity 107,519 ( 107,519 ) —

Total equity assumed 107,519 ( 107,519 ) —

Total liabilities and equity assumed $ 966,006 $ ( 110,975 ) $ 855,031

Net assets acquired 113,791

Purchase price 145,195

Goodwill $ 31,404

During 2022, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities related to Landmark.

The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Landmark subsequent to the acquisition date.

Triumph Bancshares, Inc.

On October 8, 2021, the Company completed its merger with Triumph Bancshares, Inc.

(“Triumph”) pursuant to the terms of the Agreement and Plan of Merger dated as of June 4, 2021 (“Triumph Agreement”), at which time Triumph merged with and into the Company, with the Company continuing as the surviving corporation.

The Company issued 4,164,712 shares of its common stock valued at approximately $ 127.9 million as of October 8, 2021, plus $ 1,693,402.93 in cash, in exchange for all outstanding shares of Triumph capital stock (and common stock equivalents) to effect the merger.

Prior to the acquisition, Triumph, headquartered in Memphis, Tennessee, conducted banking business through its subsidiary bank, Triumph Bank, from 6 branches located in the Memphis and Nashville, Tennessee, metropolitan areas.

Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $ 847.2 million in assets, including approximately $ 698.8 million in loans (inclusive of loan discounts), and approximately $ 719.7 million in deposits.

Goodwill of $ 39.9 million was recorded as a result of the transaction.

The merger strengthened the Company’s market share and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded.

The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Triumph acquisition, as of the acquisition date, is as follows:

(In thousands) Acquired from Triumph Fair Value Adjustments Fair Value

Assets Acquired

Cash and due from banks $ 7,484 $ — $ 7,484

Due from banks - time 495 — 495

Investment securities 130,571 ( 1,116 ) 129,455

Loans acquired 702,460 ( 3,674 ) 698,786

Allowance for credit losses on loans ( 12,617 ) 1,525 ( 11,092 )

Premises and equipment 2,774 484 3,258

Goodwill 1,550 ( 1,550 ) —

Core deposit intangible — 5,136 5,136

Other assets 12,806 897 13,703

Total assets acquired $ 845,523 $ 1,702 $ 847,225

Liabilities Assumed

Noninterest bearing transaction accounts $ 115,729 $ — $ 115,729

Interest bearing transaction accounts and savings deposits 383,434 — 383,434

Time deposits 219,477 1,094 220,571

Total deposits 718,640 1,094 719,734

Other borrowings 2,854 — 2,854

Subordinated debentures 30,700 — 30,700

Accrued interest and other liabilities 2,882 455 3,337

Total liabilities assumed 755,076 1,549 756,625

Equity 90,446 ( 90,446 ) —

Total equity assumed 90,446 ( 90,446 ) —

Total liabilities and equity assumed $ 845,522 $ ( 88,897 ) $ 756,625

Net assets acquired 90,600

Purchase price 130,544

Goodwill $ 39,944

During 2022, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities related to Triumph.

The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Triumph subsequent to the acquisition date.

Total acquisition-related costs of $ 1.4 million, $ 22.5 million, and $ 15.9 million were recorded during the years ended 2023, 2022 and 2021, respectively.

There were no acquisition-related costs recorded during the year ended 2024, while there were $ 1.4 million and $ 22.5 million of total acquisition-related costs recorded during the years ended 2023 and 2022, respectively.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the acquisitions above.

Cash and due from banks and time deposits due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Cash and due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material.

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Goodwill established prior to the acquisitions, if applicable, was written off.

Core deposit intangible – This intangible asset represents the value of the relationships that the acquired banks had with their deposit customers.

Core deposit intangible – This intangible asset represents the value of the relationships that the acquired bank had with its deposit customers.

The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits.

4 unchanged sentences

The Company performed a fair value analysis of the estimated weighted average interest rate of the certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference when material.

Securities sold under agreement to repurchase – The carrying amount of securities sold under agreement to repurchase is a reasonable estimate of fair value based on the short-term nature of these liabilities.

Other borrowings – The fair value of other borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

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government agencies or corporations.

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

As of December 31, 2024, HTM MBS consisted of $ 136.0 million and $ 934.1 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.

21 unchanged sentences

government agencies or corporations.

As of December 31, 2024, AFS MBS consisted of $ 517.2 million and $ 875.5 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.

As of December 31, 2022, AFS MBS consisted of $ 1.07 billion and $ 1.47 billion of commercial MBS and residential MBS, respectively.

Accrued interest receivable on HTM and AFS securities at December 31, 2024 was $ 20.3 million and $ 24.1 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 December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

The following tables summarize the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of the years ended December 31, 2024 and 2023, 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

3 unchanged sentences

Available-for-sale

December 31, 2024

Treasury $ — $ — $ 996 $ ( 3 ) $ 996 $ ( 3 )

4 unchanged sentences

Total AFS $ 37,952 $ ( 411 ) $ 2,429,271 $ ( 323,244 ) $ 2,467,223 $ ( 323,655 )

December 31, 2023

Treasury $ — $ — $ 2,254 $ ( 31 ) $ 2,254 $ ( 31 )

Government agencies 8,614 ( 39 ) 59,732 ( 1,954 ) 68,346 ( 1,993 )

Mortgage-backed securities 9,182 ( 135 ) 1,930,105 ( 198,218 ) 1,939,287 ( 198,353 )

State and political subdivisions 3,050 ( 163 ) 869,379 ( 132,378 ) 872,429 ( 132,541 )

Other securities 11,016 ( 2,654 ) 223,025 ( 22,214 ) 234,041 ( 24,868 )

Total AFS $ 31,862 $ ( 2,991 ) $ 3,084,495 $ ( 354,795 ) $ 3,116,357 $ ( 357,786 )

As of December 31, 2024, the Company’s investment portfolio included $ 2.53 billion of AFS securities, of which $ 2.47 billion, or 97.5 %, were in an unrealized loss position that are not deemed to have credit losses.

4 unchanged sentences

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

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 December 31, 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

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Provision for credit loss expense — — —

Net (decrease) increase in allowance on previously impaired securities ( 1,810 ) 1,810 —

Ending balance, December 31, 2024 $ 196 $ 3,018 $ 3,214

December 31, 2023

Held-to-maturity

Beginning balance, January 1, 2023 $ 110 $ 1,278 $ 1,388

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

Net increase (decrease) in allowance on previously impaired securities 1,072 ( 1,072 ) —

7 unchanged sentences

Ending balance, December 31, 2023 $ — $ — $ —

December 31, 2022

Held-to-maturity

Beginning balance, January 1, 2022 $ 1,197 $ 82 $ 1,279

Provision for credit loss expense — — —

Net increase (decrease) in allowance on previously impaired securities ( 1,180 ) 1,180 —

Recoveries 93 16 109

Ending balance, December 31, 2022 $ 110 $ 1,278 $ 1,388

Based upon the Company’s analysis of the underlying risk characteristics of its AFS portfolio, including credit ratings and other qualitative factors, as previously discussed, the provision for credit losses related to AFS securities recorded during the twelve months ended December 31, 2023 was $ 9.1 million.

During the year ended December 31, 2023, the Company charged-off $ 7.0 million directly related to one corporate bond which was deemed uncollectible during the period.

There was no provision for credit losses related to AFS securities recorded during the year ended December 31, 2022.

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 year ended December 31, 2024.

The Company recorded a provision for credit losses related to AFS securities of $ 12.8 million for the year ended December 31, 2023.

During the same period, the provision for credit loss expense on AFS securities was reduced by $ 3.7 million related to previously impaired securities.

Additionally, during the year ended December 31, 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 issued by state and political subdivisions and other securities as of December 31, 2024:

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The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 2.36 billion at December 31, 2024 and $ 3.32 billion at December 31, 2023.

The Company sold approximately $ 247.9 million of investment securities during 2023 and approximately $ 342.6 million of investment securities during 2021.

No securities were sold during 2022.

Securities sold in 2023 were in large part related to a strategic decision by the Company to sell low yield securities and use the proceeds to pay off higher rate wholesale fundings, including both brokered deposits and Federal Home Loan Bank (“FHLB”) advances, while the securities sold during 2021 were part of a strategic plan to realize gains on securities with projected calls within the short-term period.

The net losses on the sale and call of securities in 2023 and 2022 as compared to 2021 reflect the rising interest rate environment experienced over the comparative period.

There were no gross realized gains and $ 28.4 million gross realized losses from the sale of securities during the twelve months ended December 31, 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 year.

There were no gross realized gains and approximately $ 20.6 million of gross realized losses from the sale of securities during the year ended December 31, 2023.

The Company sold approximately $ 247.9 million of investment securities during 2023 related to a strategic decision to sell low yielding securities and use the proceeds to pay off higher rate wholesale fundings, including both brokered deposits and FHLB advances.

There were approximately $ 46,000 of gross realized gains and $ 324,000 of gross realized losses from the call of securities during the year ended December 31, 2022.

There were approximately $ 15.9 million of gross realized gains and $ 422,000 of gross realized losses from the sale of securities during the year ended December 31, 2021.

The income tax expense/benefit related to security gains/losses was 26.135 % of the gross amounts in 2024, 2023 and 2022.

1 unchanged sentence

See Note 20, Derivative Instruments, for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

OTHER ASSETS AND OTHER LIABILITIES HELD FOR SALE

Illinois Branch Sale

On November 30, 2020, Simmons Bank entered into a Branch Purchase and Assumption Agreement (the “Citizens Equity Agreement”) with Citizens Equity First Credit Union (“CEFCU”).

On March 12, 2021, CEFCU completed its purchase of certain assets and assumption of certain liabilities (the “Illinois Branch Sale”) associated with four Simmons Bank locations in the Metro East area of Southern Illinois, near St.

Louis (collectively, the “Illinois Branches”).

Pursuant to the terms of the Citizens Equity Agreement, CEFCU assumed certain deposit liabilities and acquired certain loans, as well as cash, personal property and other fixed assets associated with the Illinois Branches.

The loan and deposit balances of the Illinois Branches were $ 354,000 and $ 137.9 million, respectively.

During 2021, the Company recognized a gain on sale of $ 5.3 million related to the Illinois Branches.

Spirit Acquisition

In connection with the acquisition of Spirit, the Company acquired a portfolio of loans which were identified as held for sale by the acquired bank prior to the completion of the acquisition.

These loans were valued at $ 35.2 million, net of fair value discounts, at the date of acquisition with no remaining balance as of December 31, 2022.

As of December 31, 2023, there were no outstanding other assets and other liabilities held for sale.

LOANS AND ALLOWANCE FOR CREDIT LOSSES

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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 $ 6.7 million and $ 26.4 million at December 31, 2023 and 2022, respectively.

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 $ 7.2 million and $ 13.2 million at December 31, 2024 and 2023, respectively, and (ii) deferred origination costs and fees of $ 9.6 million and $ 6.5 million at December 31, 2024 and 2023, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 78.8 million and $ 77.1 million at December 31, 2024 and 2023, respectively, and is included in interest receivable on the consolidated balance sheets.

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Percent of Percent of

Total Class Total Class

(Dollars in thousands) Rate Reduction of Loans Term Extension of Loans

Interest Rate Total Class Total Class

(Dollars in thousands) Reduction of Loans Term Extension of Loans

Single family residential $ 1,241 0.05 % $ — — %

1 unchanged sentence

Total real estate $ 1,241 $ 26,894

The financial effects of the modified loans made to borrowers experiencing financial difficulty in the single family residential real estate portfolio were not significant during the year ended December 31, 2024 and did not significantly impact the Company’s determination of the allowance for credit losses on loans during the year.

During the year ended December 31, 2024, the Company modified one loan for a borrower experiencing financial difficulty related to the CRE portfolio, whereby the modification extended the term of the loan 1.5 years.

As a result of the CRE loan modified during the year ended December 31, 2024 being collateral-dependent, the impact to the Company’s allowance for credit losses on loans was the difference between the fair value of the underlying collateral, adjusted for selling costs, and the remaining outstanding principal balance of the loan.

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 year ended December 31, 2023.

Percent of Percent of

Interest Rate Total Class Total Class

(Dollars in thousands) Reduction of Loans Term Extension of Loans

Single family residential $ 79 — % $ — — %

Other commercial — — % 30,493 0.40 %

Total real estate 79 30,493

Commercial — — % 746 0.03 %

1 unchanged sentence

Total $ 79 $ 31,239

The financial effects of the modified loans made to borrowers experiencing financial difficulty in the single family residential real estate and commercial portfolio were not significant during the year ended December 31, 2023 and did not significantly impact the Company’s determination of the allowance for credit losses on loans during the year.

The financial effects of the modified loans made to borrowers experiencing financial difficulty in the single family residential real estate and commercial portfolios were not significant during the year ended December 31, 2023 and did not significantly impact the Company’s determination of the allowance for credit losses on loans during the year.

During the year ended December 31, 2023, the Company modified one loan for a borrower experiencing financial difficulty related to the CRE portfolio, whereby the modification allowed for two months of interest only payments with the remaining balance due at maturity.

Upon modification, a charge-off of $ 9.6 million was recorded in relation to this modified loan during 2023.

As a result of this CRE loan modified during the year ended December 31, 2023 being collateral-dependent, the impact to the Company’s allowance for credit losses on loans was the difference between the fair value of the underlying collateral, adjusted for selling costs, and the remaining outstanding principal balance of the loan.

As a result of the CRE loan modified during the year ended December 31, 2023 being collateral-dependent, the impact to the Company’s allowance for credit losses on loans was the difference between the fair value of the underlying collateral, adjusted for selling costs, and the remaining outstanding principal balance of the loan.

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

Loans modified during the year ended December 31, 2023 were all current at December 31, 2023, with no loans in past due status.

Additionally, there were no modified loans for which a payment default occurred during the year ended December 31, 2023 and were modified within twelve months prior to default.

There was one commercial loan to a borrower experiencing financial difficulty that was modified during the previous twelve months and which subsequently defaulted during the year ended December 31, 2024.

A charge-off of $ 18,800 was recorded in relation to this commercial loan during the fourth quarter of 2024.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the year ended December 31, 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 December 31, 2024 and 2023, the Company had $ 4.0 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 December 31, 2023 and 2022, the Company had $ 506,000 and $ 853,000 , respectively, of OREO secured by residential real estate properties.

Troubled Debt Restructurings (Prior to the adoption of ASU 2022-02)

When the Company restructured a loan to a borrower that was experiencing financial difficulty and granted a concession that it would not otherwise consider, a “troubled debt restructuring” (“TDR”) resulted, and the Company classified the loan as a TDR.

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

Once an obligation was restructured because of such credit problems, it continued to be considered a TDR until paid in full;

or, if an obligation yielded a market interest rate and no longer has any concession regarding payment amount or amortization, then it was not considered a TDR at the beginning of the calendar year after the year in which the improvement had taken place.

The Company returned TDRs to accrual status only if (1) all contractual amounts due were reasonably expected to be repaid within a prudent period and (2) repayment was in accordance with the contract for a sustained period, typically at least six months.

TDRs were individually evaluated for expected credit losses.

The Company assessed the exposure for each modification, either by the fair value of the underlying collateral or the present value of expected cash flows, and determined if a specific allowance for credit losses was needed.

The following table presents a summary of TDRs segregated by class of loans as of December 31, 2022.

Accruing TDR Loans Nonaccrual TDR Loans Total TDR Loans

(Dollars in thousands) Number Balance Number Balance Number Balance

December 31, 2022

Single-family residential 24 $ 1,849 12 $ 1,589 36 $ 3,438

Total real estate 24 1,849 12 1,589 36 3,438

Commercial — — 1 33 1 33

Total commercial — — 1 33 1 33

Total 24 $ 1,849 13 $ 1,622 37 $ 3,471

The following table presents loans that were restructured as TDRs during the year ended December 31, 2022.

Modification Type

(Dollars in thousands) Number of

Loans Balance Prior

to TDR Balance at December 31, Change in

Date Change in

Rate Financial Impact

Year Ended December 31, 2022

Single-family residential 4 $ 760 $ 730 $ — $ 730 $ —

Total real estate 4 $ 760 $ 730 $ — $ 730 $ —

During the year ended December 31, 2022, the Company modified four loans with a recorded investment of $ 760,000 prior to modification which were deemed TDRs.

The restructured loans were modified by reducing the interest rate on the loan.

No specific reserve was recorded with respect to these TDRs.

Also, there was no immediate financial impact from the restructuring of these loans, as it was not considered necessary to charge-off interest or principal on the date of restructure.

Additionally, there was one loan with an outstanding balance of $ 7,800 considered a TDR for which a payment default occurred during the year ended December 31, 2022.

The Company defines a payment default as a payment received more than 90 days after its due date.

There were no TDRs with pre-modification loan balances for which OREO was received in full or partial satisfaction of the loans during the year ended December 31, 2022.

At December 31, 2024 and 2023, the Company had $ 1.3 million and $ 506,000 , respectively, of 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.

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Total consumer - credit cards — — — — — — 191,204 — 191,204

Current-period consumer - credit cards gross charge-offs — — — — — — 5,303 — 5,303

Consumer - other

3 unchanged sentences

Total consumer - other 55,526 36,750 12,288 3,891 1,473 1,122 16,412 — 127,462

Current-period consumer - other gross charge-offs 220 826 493 79 29 128 449 — 2,224

Real estate - C&D

4 unchanged sentences

Total real estate - C&D 138,749 144,955 59,413 45,027 10,278 14,275 2,731,019 504 3,144,220

Current-period real estate - C&D gross charge-offs — 1,148 — — — 8 349 — 1,505

Real estate - SF residential

3 unchanged sentences

Total real estate - SF residential 377,861 628,437 358,066 242,072 123,277 517,899 393,379 565 2,641,556

Current-period real estate - SF residential gross charge-offs — 111 12 73 — 677 232 — 1,105

Real estate - other commercial

4 unchanged sentences

Total real estate - other commercial 807,568 1,669,758 1,252,454 646,087 178,887 438,587 2,559,069 — 7,552,410

Current-period real estate - other commercial gross charge-offs — — — 7 2 35 9,731 — 9,775

Term Loans Amortized Cost Basis by Origination Year

(In thousands) 2023 2022 2021 2020 2019 2018 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total

Pass 440,872 354,016 200,941 67,320 27,374 42,953 1,271,826 — 2,405,302

3 unchanged sentences

Total commercial 443,027 380,007 207,529 70,621 29,194 47,234 1,312,564 — 2,490,176

Current-period commercial - gross charge-offs 463 2,081 778 197 244 815 1,351 — 5,929

Commercial - agriculture

4 unchanged sentences

Total commercial - agriculture 40,561 30,845 15,079 6,384 2,097 303 137,441 — 232,710

Current-period commercial - agriculture gross charge-offs — 7 — — — 26 — — 33

Current 45,234 144,732 28,413 2,543 3,255 36,719 205,033 — 465,929

2 unchanged sentences

Total other 45,234 144,732 28,413 2,543 3,255 36,722 205,033 — 465,932

Current-period other - gross charge-offs — — — — — — 298 — 298

Total $ 1,908,526 $ 3,035,484 $ 1,933,242 $ 1,016,625 $ 348,461 $ 1,056,142 $ 7,546,121 $ 1,069 $ 16,845,670

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

Acquisition adjustment for PCD loans 6,433 3,187 — 2 9,622

Provision for credit loss expense 5,934 36,381 5,023 86 47,424

3 unchanged sentences

Ending balance, December 31, 2023 $ 36,470 $ 177,177 $ 5,868 $ 5,716 $ 225,231

(In thousands) Commercial Real

Estate Credit

and Other Total

December 31, 2022

6 unchanged sentences

Ending balance, December 31, 2022 $ 34,406 $ 150,795 $ 5,140 $ 6,614 $ 196,955

As of December 31, 2023, the Company’s allowance for credit losses was considered sufficient based upon expected loan level cash flows that were supported by economic forecasts.

The provision expense for the period ended December 31, 2023 was primarily due to the loan growth experienced during the period, as well as the impact of updated economic assumptions.

As of December 31, 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 periods ended December 31, 2024 and 2023 was primarily due to the loan growth experienced during the periods, as well as the impact of updated economic assumptions.

For the year ended December 31, 2022, provision expense related to loans was recaptured during the year for a variety of factors including a release of $ 16.0 million driven by improvements in certain industry specific qualitative factors for the restaurant, hospitality, student housing and office space industries due to lower pandemic related stresses.

3 unchanged sentences

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 and $ 41.9 million, as of December 31, 2023 and 2022 respectively.

The reserve for unfunded commitments was $ 25.6 million as of both periods ended December 31, 2024 and 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 year ended December 31, 2024, as it was considered sufficient to cover any loss expectations.

During 2023, $ 16.3 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 year.

2 unchanged sentences

These adjustments were included in the provision for credit losses in the statement of income.

No adjustment was made to the reserve for unfunded commitments during 2021 as it was considered sufficient to cover any loss expectations.

Provision for Credit Losses

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Fair value of PCD loans $ 1,447 $ 62,349 $ — $ 56 $ 63,852

The following table provides a summary of loans purchased as part of the Landmark acquisition with credit deterioration at acquisition:

(In thousands) Commercial Real

Estate Credit

and Other Total

Unpaid principal balance $ 11,046 $ 55,549 $ — $ 67 $ 66,662

PCD allowance for credit loss at acquisition ( 350 ) ( 2,008 ) — ( 1 ) ( 2,359 )

Non-credit related discount ( 160 ) ( 2,415 ) — ( 2 ) ( 2,577 )

Fair value of PCD loans $ 10,536 $ 51,126 $ — $ 64 $ 61,726

The following table provides a summary of loans purchased as part of the Triumph acquisition with credit deterioration at acquisition:

(In thousands) Commercial Real

Estate Credit

and Other Total

Unpaid principal balance $ 40,466 $ 80,803 $ — $ 15 $ 121,284

PCD allowance for credit loss at acquisition ( 2,999 ) ( 8,093 ) — — ( 11,092 )

Non-credit related discount ( 279 ) ( 1,314 ) — ( 1 ) ( 1,594 )

Fair value of PCD loans $ 37,188 $ 71,396 $ — $ 14 $ 108,598

RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES

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

Goodwill increased $ 1.2 million during the year ended December 31, 2023 primarily due to the continued assessment of the fair value and assumed tax position of the Spirit acquisition.

Goodwill impairment was neither indicated no r recorded in 2024, 2023 or 2022.

During the second quarter of 2024, the Company performed an annual goodwill impairment analysis and concluded that it is more likely-than-not that the fair value of goodwill continues to exceed its carrying value and therefore, goodwill was not impaired.

During March of 2023, the Company’s share price began to decline as markets in the United States (“US”) responded to the sudden collapse of two US banks.

As a result of the decrease in the Company’s market capitalization, the Company performed an interim goodwill impairment qualitative assessment during the first quarter of 2023 and concluded that it was more likely-than-not that the fair value of goodwill continued to exceed its carrying value and therefore, goodwill was not impaired.

During the second quarter of 2023, the Company performed an annual goodwill impairment analysis and concluded that it is more likely-than-not that the fair value of goodwill continues to exceed its carrying value and therefore, goodwill was not impaired.

During the second quarter of 2023, the Company performed an annual goodwill impairment analysis and concluded no impairment existed.

Additionally, the Company performed interim goodwill impairment assessments during the third and fourth quarters of 2023 and concluded no impairment existed during the periods.

During 2022, the Company performed an annual goodwill impairment analysis and concluded no impairment existed.

Additionally during 2022, the Company’s share price declined as markets in the United States responded to record inflation and other economic pressures.

As a result of the effect on share price, the Company performed interim goodwill impairment assessments during the second, third and fourth quarters of 2022 and concluded no impairment existed during the periods.

While the goodwill impairment analysis indicated no impairment at December 31, 2023, the Company’s assessment depends on several assumptions which are dependent on market and economic conditions, and future changes in those conditions could impact the Company’s assessment in the future.

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.

4 unchanged sentences

Balance, beginning of year $ 101,344 $ 116,016

Acquisitions (1)

Amortization ( 13,769 ) ( 14,672 )

2 unchanged sentences

Balance, beginning of year 11,301 12,935

Acquisitions (2)

Amortization ( 1,634 ) ( 1,634 )

1 unchanged sentence

Total other intangible assets, net $ 97,242 $ 112,645

_________________________

(1) A core deposit premium of $ 36.5 million was recorded during 2022 as part of the Spirit acquisition.

See Note 2, Acquisitions, for additional information on acquisitions.

(2) The Company recorded $ 2.1 million during 2022 related to servicing assets acquired as part of the Spirit acquisition.

See Note 2, Acquisitions, for additional information on acquisitions.

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

10 unchanged sentences

Core deposit premium amortization expense recorded for the years ended December 31, 2024, 2023 and 2022 was $ 13.8 million, $ 14.7 million and $ 14.3 million, respectively.

Amortization expense recorded for books of business and other intangibles was $ 1.6 million, $ 1.6 million, and $ 1.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Amortization expense recorded for books of business and other intangibles was $ 1.6 million for each year ended December 31, 2024, 2023 and 2022.

The Company’s estimated remaining amortization expense on other intangible assets as of December 31, 2024 is as follows:

63 unchanged sentences

net operating losses to reduce its tax liability.

The Company has engaged in four tax-free reorganization transactions in which acquired net operating losses are limited pursuant to Section 382.

The Company has engaged in three tax-free reorganization transactions in which acquired net operating losses are limited pursuant to Section 382.

In total, approximately $ 33.6 million of federal net operating losses subject to the IRC Section 382 annual limitation are expected to be utilized by the Company.

53 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 $ 953.2 million and $ 838.5 million at December 31, 2023 and 2022, 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.

The Company had total FHLB advances of $ 727.9 million and $ 953.2 million at December 31, 2024 and 2023, respectively, which are primarily whole loan advances that are due less than one year from origination and therefore are classified as short-term advances by the Company.

At December 31, 2024, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 6.57 billion and the Company had approximately $ 4.72 billion of additional advances available from the FHLB.

During the third quarter of 2022, the Company redeemed the five issuances of trust preferred securities which had an outstanding aggregate principal amount of $ 56.2 million.

The Company recorded a loss of $ 365,000 related to the early retirement of debt, which represented the unamortized purchase discounts associated with the previously acquired trust preferred securities.

Each of the trusts was a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds thereof in junior subordinated debentures of the Company, the sole asset of each trust.

The preferred securities of each trust represented preferred beneficial interests in the assets of the respective trusts and were subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust.

The common securities of each trust were wholly-owned by the Company.

The trust preferred securities were tax-advantaged issues that qualified for inclusion as Tier 2 capital.

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

11 unchanged sentences

As of December 31, 2024 and 2023, there were no shares of preferred stock issued or outstanding.

On March 31, 2021, the Company filed a shelf registration with the SEC.

The shelf registration statement provides increased flexibility and more efficient access to raise capital from time to time through the sale of common stock, preferred stock, debt securities, depository shares, warrants, purchase contracts, purchase units, subscription rights, units or a combination thereof, subject to market conditions.

On May 17, 2024, the Company filed a shelf registration with the SEC.

The shelf registration statement provides increased flexibility and more efficient access to raise capital from time to time through the sale of common stock, preferred stock, debt securities, depository shares, warrants, purchase contracts, subscription rights, units or a combination thereof, subject to market conditions.

Specific terms and prices are determined at the time of any offering under a separate prospectus supplement that the Company is required to file with the SEC at the time of the specific offering.

Effective July 23, 2021, the Company’s Board of Directors approved an amendment to the Company’s stock repurchase program originally established in October 2019 (“2019 Program”) that increased the amount of the Company’s Class A common stock that may be repurchased under the 2019 Program from a maximum of $ 180.0 million to a maximum of $ 276.5 million and extended the term of the 2019 Program from October 31, 2021, to October 31, 2022.

During January 2022, the Company substantially exhausted the repurchase capacity under the 2019 Program.

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

Because the 2022 Program was set to terminate on January 31, 2024, the Company’s Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which the Company may repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding.

During 2023, the Company repurchased 2,257,049 shares at an average price of $ 17.72 per share under the 2022 Program.

The 2024 Program will be executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will terminate on January 31, 2026 (unless terminated sooner).

During 2024, no shares were repurchased under the 2024 Program.

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

During 2022, the Company repurchased 513,725 shares at an average price of $ 31.25 per share under the 2019 Program and 3,919,037 shares at an average price of $ 24.26 per share under the 2022 Program, respectively.

The 2022 Program repurchases were all completed during the second and third quarters of 2022.

During 2023, the Company repurchased 2,257,049 shares at an average price of $ 17.72 per share under the 2022 Program.

Under the 2024 Program, which replaced the 2022 Program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions or otherwise.

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The agreements provide monthly payments of retirement compensation for either stated periods or for the life of the participant.

The charges to income for the plans was $ 2.0 million for 2024.

There was a $ 316,000 benefit to income related to the plans for 2023.

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The Company also reversed the accrued unvested liability during 2023 related to a former participant.

The charges to income for the plans were $ 2.2 million for 2022 and $ 2.7 million for 2021.

The charges to income for the plans was $ 2.2 million for 2022.

Such charges reflect the straight-line accrual over the employment period of the present value of benefits due each participant, as of their full eligibility date, using an appropriate discount factor.

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Stock-Based Compensation Plans

The Company’s Board of Directors has 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 and performance stock units.

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, or performance stock units granted to directors, officers and other key employees.

The Company’s Board of Directors has adopted various stock-based compensation plans, including the Simmons First National Corporation 2023 Stock and Incentive Plan that was approved by shareholders and became effective April 18, 2023.

These 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 these 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.

Stock-based compensation expense for all stock-based compensation awards is based on the grant date fair value.

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$ 22.20 — $ 24.07 323 0.69 $ 22.92 323 $ 22.92

$ 20.29 — $ 24.07 447 1.45 $ 22.56 447 $ 22.56

The table below summarizes the Company’s performance stock unit activity for the years ended December 31, 2024, 2023 and 2022:

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There were 87,740 stock options exercised in 2024 with an intrinsic value of $ 78,000 .

There were 900 stock options exercised in 2023 with an intrinsic value of $ 8,000 .

There were 2,750 stock options exercised in 2022 with no intrinsic value.

There were 184,888 stock options exercised in 2021 with an intrinsic value of $ 1.3 million.

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.

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Transfers of loans to foreclosed assets held for sale 9,697 3,075 1,219

Transfer of premises held for sale to other real estate owned — — 4,368

Transfer of premises held for sale to premises — — 5,610

Transfers of assets held for sale to other assets — — 100

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OTHER INCOME AND OTHER OPERATING EXPENSES

Other income for the years ended December 31, 2023 and 2022 was $ 35.4 million and $ 27.4 million, respectively.

Other income for the years ended December 31, 2024, 2023 and 2022 was $ 27.5 million, $ 35.4 million and $ 27.4 million, respectively.

Other income for the year ended December 31, 2023 included a $ 4.0 million legal reserve recapture associated with previously disclosed legal matters.

Other income for the year ended December 31, 2021 was $ 35.3 million and included the gain on sale related to the Illinois Branch Sale of $ 5.3 million.

Other operating expenses consisted of the following during the years ended December 31:

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Foreclosed assets and other real estate owned (1)

3,646 — — 3,646

December 31, 2023

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

The amount of the letters of credit was $ 580.8 million and $ 265.7 million at December 31, 2023 and 2022, respectively, and they expire in less than one year from issuance.

The amount of the letters of credit was $ 1.12 billion and $ 580.8 million at December 31, 2024 and 2023, respectively, and they expire in less than one year from issuance.

At December 31, 2024, the Company did not have concentrations of 5% or more of the investment portfolio in bonds issued by a single municipality.

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Recently Adopted Accounting Standards

Investment-Income Taxes - In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

Segment Reporting - In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expanded reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

The amendments in this update introduced a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply Topic 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions and require disclosure of the title and position of the chief operating decision maker.

ASU 2023-07 was effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The adoption of ASU 2023-07 did not have a material impact on the Company’s operations, financial position or disclosures.

See Note 1, Summary of Significant Accounting Policies, for additional information.

Investment-Income Taxes - In March 2023, the FASB issued ASU No.

2023-02, Investments-Equity Method and Joint Ventures (Topic 323):

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The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense (benefit).

ASU 2023-02 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2023, with early adoption permitted.

ASU 2023-02 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2023, with early adoption permitted.

The Company elected to early adopt ASU 2023-02 and apply the proportional amortization method for all income tax credits during the first quarter of 2023 by utilizing the modified retrospective method.

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2022-02, Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination.

The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings made to borrowers experiencing financial difficulty.

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminated the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310-40 and amended the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination.

The ASU also updated the requirements related to accounting for credit losses under ASC 326 and added enhanced disclosures for creditors with respect to loan refinancings and restructurings made to borrowers experiencing financial difficulty.

ASU 2022-02 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted.

The Company adopted ASU 2022-02 effective January 1, 2023 on a prospective basis.

As a result, comparative disclosures to prior periods will not be available until such time as both periods disclosed are subject to the new guidance.

The adoption of ASU 2022-02 did not have a material impact on the Company’s results of operations or financial position.

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2022-01, Derivatives and Hedging (Topic 815):

Fair Value Hedging - Portfolio Layer Method (“ASU 2022-01”), which clarifies the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets.

This ASU amends the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible.

ASU 2022-01 renames that method the “portfolio layer” method and expands the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets.

This scope expansion is consistent with the FASB’s efforts to simplify hedge accounting and allows entities to apply the same method to similar hedging strategies.

Fair Value Hedging - Portfolio Layer Method (“ASU 2022-01”), which clarified the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets.

This ASU amended the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible.

ASU 2022-01 renamed that method the “portfolio layer” method and expanded the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets.

This scope expansion was consistent with the FASB’s efforts to simplify hedge accounting and allowed entities to apply the same method to similar hedging strategies.

ASU 2022-01 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted.

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2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides relief for companies preparing for discontinuation of interest rates such as LIBOR.

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided relief for companies preparing for discontinuation of interest rates such as LIBOR.

LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities.

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Other interest rates used globally could also be discontinued for similar reasons.

ASU 2020-04 provides optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform.

ASU 2020-04 provided optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform.

The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features.

Optional expedients for hedge accounting permits changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provides relief for assessing hedge effectiveness for cash flow hedges.

Companies are able to apply ASU 2020-04 immediately;

Optional expedients for hedge accounting permitted changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provided relief for assessing hedge effectiveness for cash flow hedges.

Companies were able to apply ASU 2020-04 immediately;

however, the guidance will only be available for a limited time (generally through December 31, 2022).

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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.

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

In January 2021, the FASB issued ASU No.

2021-01, Reference Rate Reform (Topic 848):

Scope (“ASU 2021-01”), which clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the changes in the interest rates used for margining, discounting, or contract price alignment for derivative instruments that are being implemented as part of the market-wide transition to new reference rates (commonly referred to as the “discounting transition”).

ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.

Scope (“ASU 2021-01”), which clarified that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the changes in the interest rates used for margining, discounting, or contract price alignment for derivative instruments that are being implemented as part of the market-wide transition to new reference rates (commonly referred to as the “discounting transition”).

ASU 2021-01 also amended the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.

ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022.

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Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”).

ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

ASU 2022-06 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

Leases - In July 2021, the FASB issued ASU No.

2021-05, Leases (Topic 842):

Lessors-Certain Leases with Variable Lease Payments (“ASU 2021-05”), that amends lease classification requirements for lessors.

Lessors-Certain Leases with Variable Lease Payments (“ASU 2021-05”), that amended lease classification requirements for lessors.

In accordance with ASU 2021-05, lessors should classify and account for a lease that have variable lease payments that do not depend on a reference index rate as an operating lease if both of the following criteria are met:

2 unchanged sentences

The adoption of ASU 2021-05 did not have a material impact on the Company’s results of operations, financial position or disclosures.

Income Taxes – In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), that removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes.

ASU 2019-12 introduces the following new guidance:

i) guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction and ii) a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax.

Additionally, ASU 2019-12 changes the following current guidance:

i) making an intraperiod allocation, if there is a loss in continuing operations and gains outside of continuing operations, ii) determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting, iii) accounting for tax law changes and year-to-date losses in interim periods, and iv) determining how to apply the income tax guidance to franchise taxes that are partially based on income.

ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2020.

The adoption of ASU 2019-12 did not have a material impact on the Company’s operations, financial position or disclosures.

Recently Issued Accounting Standards

Disaggregation of Income Statement Expenses - In November 2024, the FASB issued ASU No.

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), that requires footnote disclosure about specific expenses by requiring companies to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses:

(i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization and (v) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities.

The tabular disclosure would also include certain other expenses, when applicable.

ASU 2024-03 does not change or remove existing expense disclosure requirements;

however, it may affect where that information appears in the footnotes to the financial statements.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact ASU 2024-03 will have on its results of operations, financial position or disclosures.

Stock Compensation - In March 2024, the FASB issued ASU No.

2024-01, Compensation-Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), in response to feedback received by the FASB requesting guidance on how entities should determine the appropriate guidance to apply when accounting for the issuance of profits interest units and similar types of awards.

ASU 2024-01 added an example with four fact patterns to ASC 718-10 to assist preparers of financial statements in determining whether profits interest and similar awards should be accounted for within the scope of the guidance.

ASU 2024-01 only addresses the scope determination and does not amend the recognition, classification or measurement guidance.

ASU 2024-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted for interim or annual financial statements that have not yet been issued or made available for issuance.

Entities may choose to adopt 2024-01 on a prospective or retrospective basis.

The adoption of ASU 2024-01 is not expected to have a material impact on the Company’s operations, financial position or disclosures.

Income Taxes - In December 2023, the FASB issued ASU No.

1 unchanged sentence

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.

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

The amendments in this update introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply Topic 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions and require disclosure of the title and position of the chief operating decision maker.

ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

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

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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 December 31, 2024.

The outstanding notional value as of December 31, 2022 for energy hedging Customer Sell to Company swaps were $ 2.6 million and the corresponding Company Sell to Dealer swaps were $ 2.6 million and the corresponding net fair value of the derivative asset and derivative liability was $ 49,000 .

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

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The approval of the Commissioner of the Arkansas State Bank Department is required if the total of all dividends declared by an Arkansas state bank in any calendar year exceeds seventy-five percent ( 75 %) of the total of its net profits, as defined, for that year combined with seventy-five percent ( 75 %) of its retained net profits of the preceding year.

At December 31, 2023, Simmons Bank had approximately $ 54.4 million available for payment of dividends to the Company, without prior regulatory approval.

Under the foregoing dividend restrictions, and while maintaining its “well capitalized” status, at December 31, 2024, Simmons Bank had paid to the Company all available dividends.

Past dividends are not necessarily indicative of amounts that may be paid, or available to be paid, in future periods.

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Investments in wholly-owned subsidiaries 3,570,446 3,603,066

Loans 102 1,412

Intangible assets, net 133 133

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NET INCOME $ 152,693 $ 175,057 $ 256,412

Preferred stock dividends — — 47

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 175,057 $ 256,412 $ 271,109

Condensed Statements of Comprehensive Income

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CASH FLOWS FROM INVESTING ACTIVITIES

Net collections (originations) of loans 1,310 1,198 ( 2,139 )

Net collections of loans 102 1,310 1,198

Net purchases of premises and equipment ( 45 ) ( 52 ) ( 21 )

Cash acquired (paid) in business combinations — 60,126 ( 6,818 )

Cash acquired in business combinations — — 60,126

Other, net 24 5,856 1,688

Net cash provided by (used in) investing activities 7,114 62,991 ( 9,038 )

Net cash provided by investing activities 81 7,114 62,991

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of long-term debt, net ( 1,717 ) ( 1,664 ) ( 57,436 )

(Cancellation) issuance of common stock, net ( 2,021 ) ( 3,882 ) 1,460

Issuance (cancellation) of common stock, net 375 ( 2,021 ) ( 3,882 )

Stock repurchases — ( 40,322 ) ( 111,133 )

Dividends paid on preferred stock — — ( 47 )

Dividends paid on common stock ( 105,439 ) ( 100,962 ) ( 94,096 )

Preferred stock retirement — — ( 767 )

Net cash used in financing activities ( 106,781 ) ( 144,969 ) ( 266,547 )

4 unchanged sentences

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-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk