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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-27 · 74 added, 66 removed, 230 unchanged (38% of the section changed)

7 unchanged sentences

Management’s report on internal control over financial reporting, as well as the audit report of FORVIS, LLP on the Company’s internal control over financial reporting are included in Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K and are incorporated herein by this reference.

Management’s report on internal control over financial reporting, as well as the audit report of Forvis Mazars, LLP on the Company’s internal control over financial reporting are included in Item 8, Consolidated Financial Statements and Supplementary Data, of this Annual Report on Form 10-K and are incorporated herein by this reference.

OTHER INFORMATION

Trading Arrangements

During the three months ended December 31, 2024 , none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Indemnification Agreement

On February 25, 2025, Simmons First National Corporation (“Company”) entered into an Indemnification Agreement with Christopher Van Steenberg, executive vice president and chief operating officer of the Company.

The Indemnification Agreement supplements indemnification provisions already contained in the Company's Amended and Restated Articles of Incorporation (as amended) and Amended and Restated By-Laws and generally provides that the Company shall indemnify Mr.

Van Steenberg to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with his service as an officer and also provides for rights to advancement of expenses and contribution.

The description of the Indemnification Agreement set forth in this Item 9B is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement between the Company and Mr.

Van Steenberg, which is included as Exhibit 10.41 to this Annual Report on Form 10-K and is incorporated herein by reference.

Executive Change in Control Severance Agreement

On February 25, 2025, the Company and Simmons Bank entered into an Executive Change in Control Severance Agreement (“CIC Agreement”) with Christopher Van Steenberg.

The CIC Agreement provides Mr.

Van Steenberg with termination compensation if (1) Mr.

Van Steenberg’s employment is involuntarily terminated without “cause” (as defined in the CIC Agreement) either (a) on or after the date a change in control of the Company occurs or (b) within 180 days immediately preceding the date a change in control of the Company occurs, or (2) a change in control occurs and Mr.

Van Steenberg voluntarily terminates his employment within six months following a “trigger event” (as defined in the CIC Agreement).

For purposes of the CIC Agreement, a “change in control” includes a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, each as defined in Treasury Regulation Section 1.409A-3(i)(5).

For purposes of the CIC Agreement, “termination compensation” means two times the sum of (1) Mr.

Van Steenberg’s annual base salary as of his termination date and (2) the greater of (a) the average of any annual cash incentive award paid or payable to Mr.

Van Steenberg for the Company’s last two completed fiscal years prior to his employment termination or (b) Mr.

Van Steenberg’s target annual cash incentive award opportunity for the year in which Mr.

Van Steenberg’s employment termination occurs.

In order to receive termination compensation under the CIC Agreement, Mr.

Van Steenberg must also execute a release of claims.

The CIC Agreement provides that Mr.

Van Steenberg may elect to continue any life insurance and accidental death and dismemberment coverage, provided that Mr.

Van Steenberg will be responsible for payment of any premiums on any such continued coverage elected.

The CIC Agreement has a three-year term that automatically renews for additional one-year periods unless the Company elects to terminate;

provided that in the event of a change in control of the Company, if the CIC Agreement is still in effect, the CIC Agreement’s term will be amended to two years beginning on the date of the change in control.

The description of the CIC Agreement set forth in this Item 9B is not complete and is qualified in its entirety by reference to the full text of the CIC Agreement for Mr.

Van Steenberg, which is included as Exhibit 10.40 to this Annual Report on Form 10-K and is incorporated herein by reference.

Bank Owned Life Insurance

The Company’s bank subsidiary, Simmons Bank, maintains the Simmons Bank Endorsement Split-Dollar Life Insurance Plan (“Split-Dollar Plan”) under which, among other things, Simmons Bank maintains life insurance on the lives of certain officers and provides, subject to certain terms and conditions set forth in the Split-Dollar Plan, a defined, lump sum life insurance benefit upon the death of the officer to such officer’s designated beneficiary, surviving spouse or estate (“Benefit”).

Among certain other officers, George Makris, Jr., the Company’s chairman and chief executive officer, is a participant in the Split-Dollar Plan.

Effective February 25, 2025, Mr.

Makris’s Benefit was increased from $2,547,000 to $3,000,000.

Also effective February 25, 2025, C.

Daniel Hobbs, the Company’s executive vice president and chief financial officer, and Christopher Van Steenberg, the Company’s executive vice president and chief operating officer, became participants in the Split-Dollar Plan, and their Benefits are $950,000 and $900,000, respectively.

The description of the Split-Dollar Plan set forth in this Item 9B is not complete and is qualified in its entirety by reference to the full text of the Split-Dollar Plan, which is included as Exhibit 10.16 to this Annual Report on Form 10-K and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

This information is incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held April 23, 2024 , to be filed pursuant to Regulation 14A within 120 days of the Company’s fiscal year-end (the “Proxy Statement”) under the captions “Proposal 2 - Election of Directors,” “Audit Committee,” “Delinquent Section 16(a) Reports,” as applicable, “Codes of Ethics,” “ Executive Officers,” and the last two paragraphs under the caption “Transactions with Related Persons.”

This information is incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held May 7, 2025 , to be filed pursuant to Regulation 14A within 120 days of the Company’s fiscal year-end (the “Proxy Statement”) under the captions “Proposal 2 - Election of Directors,” “Audit Committee,” “Delinquent Section 16(a) Reports,” as applicable, “Codes of Ethics,” “ Executive Officers,” “Insider Trading Policy” and the last two paragraphs under the caption “Transactions with Related Persons.”

The table below also sets forth the names and principal occupations of the Company’s executive officers.

Name Principal Occupation

Executive Chairman and Chairman of the Board*

Fehlman Chief Executive Officer*

Chairman of the Board and Chief Executive Officer*

Brogdon President*

Hobbs Executive Vice President and Chief Financial Officer*

Massanelli Senior Executive Vice President and Chief Administrative Officer*

Daniel Hobbs Executive Vice President and Chief Financial Officer*

Christopher Van Steenberg Executive Vice President and Chief Operating Officer*

Makris III Executive Vice President, General Counsel and Secretary*

1 unchanged sentence

Garner Executive Vice President and Chief Accounting Officer*

Ann Madea Executive Vice President and Chief Information Officer*

Tina Groves Executive Vice President and Chief Risk Officer*

Brad Yaney Executive Vice President of Credit Risk Management, Simmons Bank

3 unchanged sentences

Name Principal Occupation and Employer

Dean Bass Retired Chairman and Chief Executive Officer, Spirit of Texas Bancshares, Inc.

and Spirit of Texas Bank, SSB

Jay Burchfield Retired Chairman, Ozark Trust and Investment Corp.

Casteel Retired Senior Executive Vice President of the Company;

7 unchanged sentences

Susan Lanigan Retired Executive Vice President and General Counsel, Chico’s FAS, Inc.

Executive Chairman and Chairman of the Board, the Company and Simmons Bank

Scott McGeorge Chairman, Pine Bluff Sand and Gravel Company

Chairman of the Board and Chief Executive Officer, the Company and Simmons Bank

Tom Purvis Partner, L2L Development Advisors, LLC

2 unchanged sentences

Teubner Distinguished Engineer, Broadcom, Inc.

Mindy West Executive Vice President, Chief Financial Officer and Treasurer, Murphy USA Inc

Mindy West Executive Vice President, Chief Operating Officer, Murphy USA Inc

EXECUTIVE COMPENSATION

This information is incorporated herein by reference from the Proxy Statement under the captions “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Relationship of Compensation Policies and Practices to Risk Management,” “Summary of Compensation and Other Payments to the Named Executive Officers,” “2023 Pay Ratio Disclosure,” “Director Compensation,” and “2023 Director Compensation.”

This information is incorporated herein by reference from the Proxy Statement under the captions “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Relationship of Compensation Policies and Practices to Risk Management,” “Summary of Compensation and Other Payments to the Named Executive Officers,” “2024 Pay Ratio Disclosure,” “Timing of Option Grants,” “Director Compensation,” and “2024 Director Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

8 unchanged sentences

(b) Listing of Exhibits

Stock Purchase Agreement by and between Simmons First National Corporation and Rogers Bancshares, Inc., dated as of September 10, 2013 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on September 17, 2013 (File No.

Agreement and Plan of Merger, dated as of March 24, 2014, by and between Simmons First National Corporation and Delta Trust & Banking Corporation (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus filed by Simmons First National Corporation on July 23, 2014 (File No.

Agreement and Plan of Merger, dated as of May 6, 2014, by and between Simmons First National Corporation and Community First Bancshares, Inc., as amended on September 11, 2014 (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus filed by Simmons First National Corporation on October 8, 2014 (File No.

Agreement and Plan of Merger, dated as of May 27, 2014, by and between Simmons First National Corporation and Liberty Bancshares, Inc., as amended on September 11, 2014 (incorporated by reference to Annex B to the Joint Proxy Statement/Prospectus filed by Simmons First National Corporation on October 8, 2014 (File No.

Agreement and Plan of Merger, dated as of April 28, 2015, by and between Simmons First National Corporation and Ozark Trust & Investment Corporation (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K for April 29, 2015 (File No.

Stock Purchase Agreement by and among Citizens National Bank, Citizens National Bancorp, Inc.

and Simmons First National Corporation, dated as of May 18, 2016 (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K for May 18, 2016 (File No.

Agreement and Plan of Merger, dated as of November 17, 2016, by and between Simmons First National Corporation and Hardeman County Investment Company, Inc.

(incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K for November 17, 2016 (File No.

Agreement and Plan of Merger, dated as of December 14, 2016, by and between Simmons First National Corporation and Southwest Bancorp, Inc., as amended on July 19, 2017 (incorporated by reference to Exhibit 2.11 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No.

Agreement and Plan of Merger, dated as of January 23, 2017, by and between Simmons First National Corporation and First Texas, BHC, Inc., as amended on July 19, 2017 (incorporated by reference to Exhibit 2.12 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No.

Agreement and Plan of Merger, dated as of November 13, 2018, by and between Simmons First National Corporation and Reliance Bancshares, Inc., as amended on February 11, 2019 (incorporated by reference to Annex A to the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) by Simmons First National Corporation filed on March 4, 2019 (File No.

17 unchanged sentences

No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

Description of Registrant’s Securities.*

Second Amended and Restated Simmons First National Corporation 2015 Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No.

34 unchanged sentences

000-06253)).^

First Amended and Restated Executive Change in Control Severance Agreement for Stephen C.

Massanelli dated March 26, 2021 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Current Report on Form 8-K filed on April 1, 2021 (File No.

000-06253)).^

Simmons Bank Endorsement Split-Dollar Life Insurance Plan.*^

Deferred Compensation Agreement for Marty D.

32 unchanged sentences

000-06235)).^

Deferred Compensation Agreement for Matthew Reddin dated March 7, 2017.

(incorporated by reference to Exhibit 10.23 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

000-06253)).^

First Amendment to Deferred Compensation Agreement for Matthew Reddin dated August 4, 2022 (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

000-06235)).^

Deferred Compensation Agreement for David Garner dated January 2, 2020 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

13 unchanged sentences

000-06253)).^

Separation Agreement and Release among Simmons First National Corporation, Simmons Bank, and Matthew Reddin dated July 26, 2023 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on July 28, 2023 (File No.

000-06253)).^

Indemnification Agreement for Dean Bass dated July 27, 2023 (incorporated by reference to Exhibit 10.5 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

000-06253)).^

Second Amendment to Deferred Compensation Agreement for George A.

7 unchanged sentences

000-06253)).^

Executive Change in Control Severance Agreement for Ann Madea dated November 12, 2021 (incorporated by reference to Exhibit 10.5 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.

000-06253)).^

Indemnification Agreement for Ann Madea dated November 12, 2021 (incorporated by reference to Exhibit 10.6 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.

000-06253)).^

First Amended and Restated Executive Change in Control Agreement for Chad Rawls dated November 8, 2022 (incorporated by reference to Exhibit 10.7 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.

000-06253)).^

Indemnification Agreement for Chad Rawls dated November 8, 2022 (incorporated by reference to Exhibit 10.8 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.

000-06253)).^

Executive Change in Control Agreement for Brad Yaney dated November 4, 2022 (incorporated by reference to Exhibit 10.9 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.

Executive Change in Control Severance Agreement for Tina Groves dated May 7, 2021.*^

Indemnification Agreement for Tina Groves dated May 7, 2021.*^

Executive Change in Control Severance Agreement for Christopher Van Steenberg dated February 25, 2025.*^

Indemnification Agreement for Christopher Van Steenberg dated February 25, 2025.*^

Executive Change in Control Severance Agreement for Brad Yaney dated November 4, 2022 (incorporated by reference to Exhibit 10.9 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.

000-06253)).^

10 unchanged sentences

000-06253)).^

Executive Change in Control Agreement for C.

Executive Change in Control Severance Agreement for C.

Daniel Hobbs dated January 25, 2024 (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on January 26, 2024 (File No.

3 unchanged sentences

000-06253)).^

Aircraft Time Sharing Agreement between Simmons First National Corporation and Steve Cossé, dated July 1, 2024 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No.

Form of Associate Restricted Stock Unit Award Agreement (2023 Plan – 2024 Form) (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No.

000-06253)).^

Form of Performance Cash Award Agreement (2023 Plan – 2024 Form) (incorporated by reference to Exhibit 10.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No.

000-06253)).^

Form of Performance Share Unit Award Agreement (2023 Plan – 2024 Form) (incorporated by reference to Exhibit 10.3 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No.

000-06253)).^

Simmons First National Corporation Code of Ethics (as amended and restated on December 19, 2023) (incorporated by reference to Exhibit 14.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on December 26, 2023 (File No.

Simmons First National Corporation Finance Group Code of Ethics, (as amended and restated on December 19, 2023) (incorporated by reference to Exhibit 14.2 to Simmons First National Corporation’s Current Report on Form 8-K filed on December 26, 2023 (File No.

Simmons First National Corporation Insider Trading Policy.*

Subsidiaries of the Registrant.*

Consent of FORVIS, LLP.*

Rule 13a-15(e) and 15d-15(e) Certification – Robert A.

Fehlman, Chief Executive Officer.*

Consent of Forvis Mazars, LLP.*

Rule 13a-15(e) and 15d-15(e) Certification – George A.

Makris, Jr., Chairman and Chief Executive Officer.*

Rule 13a-15(e) and 15d-15(e) Certification – C.

3 unchanged sentences

Certification Pursuant to 18 U.S.C.

Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Robert A.

Fehlman, Chief Executive Officer.*

Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – George A.

Makris, Jr., Chairman and Chief Executive Officer.*

Certification Pursuant to 18 U.S.C.

4 unchanged sentences

Garner, Executive Vice President and Chief Accounting Officer.*

Simmons First National Corporation Compensation Clawback Policy.*^

Simmons First National Corporation Compensation Clawback Policy (incorporated by reference to Exhibit 97 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

000-06253)).^

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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/s/ George A.

Executive Chairman and Director

/s/ Robert A.

Fehlman Chief Executive Officer

Fehlman (Principal Executive Officer)

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)

Brogdon President

/s/ Charles D.

Hobbs Executive Vice President and Chief Financial Officer

Hobbs (Principal Financial Officer)

Daniel Hobbs Executive Vice President and Chief Financial Officer

Daniel Hobbs (Principal Financial Officer)

Garner Executive Vice President and Chief Accounting Officer

Garner (Principal Accounting Officer)

/s/ Dean Bass Director

/s/ Jay Burchfield Director

Jay Burchfield

Casteel Director

1 unchanged sentence

Clark, II Director

/s/ Steven A.

Cossé Director

Doramus Director

5 unchanged sentences

Susan Lanigan

Scott McGeorge Director

Scott McGeorge

/s/ Tom Purvis Director

6 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 9A. Controls and Procedures