What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-27 · 40 added, 38 removed, 320 unchanged (20% of the section changed)

27 unchanged sentences

To both effectively compete for and service the needs of different types of customers, Simmons Bank now operates using three main groups:

a community banking group (which generally focuses on retail, small-to-mid-size customer relationships plus mortgage lending), a commercial banking group (which generally focuses on larger, more complex customers with intricate or unique banking needs) and a wealth group (which generally focuses on serving investment and trust needs of consumers and businesses).

a community banking group (which generally focuses on retail, small-to-mid-size customer relationships plus mortgage lending), a commercial banking group (which generally focuses on larger, more complex customers, sometimes with intricate or unique banking needs) and a wealth group (which generally focuses on serving investment and trust needs of consumers and businesses).

Each of these groups is supported by Simmons Bank’s various operations divisions.

2 unchanged sentences

We have used varying acquisition and internal branching methods to enter key growth markets and increase the size of our footprint.

Since 1990, we have completed 21 whole bank acquisitions, one trust company acquisition, five bank branch acquisitions, one bankruptcy (363) acquisition, four FDIC failed bank acquisitions and four Resolution Trust Corporation failed thrift acquisitions.

Since 1990, we have completed 21 whole bank acquisitions, one trust company acquisition, five bank branch acquisitions, one bankruptcy (363) acquisition, four Federal Deposit Insurance Corporation (“FDIC”) failed bank acquisitions and four Resolution Trust Corporation failed thrift acquisitions.

The following summary provides additional details concerning our more recent acquisition activity.

In April 2019, we completed the acquisition of Reliance Bancshares, Inc.

(“Reliance”), headquartered in Des Peres, Missouri (part of the greater St.

Louis metropolitan area), including its wholly-owned bank subsidiary, Reliance Bank.

We acquired approximately $1.5 billion in assets and added 22 branches to the Simmons Bank footprint, substantially enhancing our retail presence within the St.

Louis market area.

The systems conversion was completed in April 2019, at which time Reliance Bank was merged into Simmons Bank.

In October 2019, we completed the acquisition of The Landrum Company (“Landrum”), headquartered in Columbia, Missouri, including its wholly-owned bank subsidiary, Landmark Bank.

We acquired approximately $3.4 billion in assets and further strengthened our position in Missouri, Oklahoma and Texas.

The systems conversion was completed in February 2020, at which time Landmark Bank merged into Simmons Bank.

In connection with the systems conversion, we closed five existing Landmark Bank branches.

In October 2021, we completed the acquisition of Landmark Community Bank (“Landmark”), headquartered in Collierville, Tennessee, as well as the acquisition of Triumph Bancshares, Inc.

45 unchanged sentences

Our associates are a critical component of our success.

Because our business depends on our ability to attract, develop, and retain highly qualified, skilled lending, operations, information technology, and other associates, as well as managers who are experienced and effective at leading their respective departments, we have implemented wide-ranging programs focused on identifying and recruiting new talent, as well as enhancing the skills, qualifications, and satisfaction of our current associate base.

Because our business depends on our ability to attract, develop, and retain highly qualified, skilled operations, information technology, production and other associates, as well as managers who are experienced and effective at leading their respective business areas, we have implemented wide-ranging programs focused on identifying and recruiting new talent, as well as enhancing the skills, qualifications, and engagement of our current associate base.

In recruiting, we employ a variety of strategies, including, among other things, the use of in-house recruiters, search firms, and employment agencies, designed to attract qualified candidates.

Among other opportunities, we offer student internships and a banker trainee program that provides recent graduates with the opportunity to gain insight into several Company departments.

Among other opportunities, we offer student internships and a banker trainee program that provides recent graduates with the opportunity to gain insight into several business areas.

We believe our compensation program, which, in addition to base and incentive compensation, includes health, retirement, and an array of other benefit plans and programs, is competitive within the financial industry, and we periodically review our plans and programs, as well as market surveys, to help ensure that our compensation program is consistent with our level of performance and that we have a current understanding of peer practices.

34 unchanged sentences

The FRB, through civil and criminal sanctions, is authorized to exercise enforcement powers over bank holding companies (including financial holding companies) and non-banking subsidiaries, to limit activities that represent unsafe or unsound practices or constitute violations of law.

We also must file annual, quarterly and other periodic reports with, and comply with other regulations of, the SEC, as well as the rules of the Nasdaq Global Select Market.

Federal law also requires the Company to act as a source of financial and managerial strength for our bank subsidiary and to commit resources to support that subsidiary.

115 unchanged sentences

There are also several exemptions from the definition of covered fund, including, among other things, loan securitizations, joint ventures, certain types of foreign funds, entities issuing asset-backed commercial paper, and registered investment companies.

The EGRRCPA and the subsequently promulgated inter-agency agency rules have aimed at simplifying and tailoring certain requirements related to the Volcker Rule.

The EGRRCPA and the subsequently promulgated inter-agency rules have aimed at simplifying and tailoring certain requirements related to the Volcker Rule.

Real Estate Lending Standards and Guidance

The federal regulatory agencies have adopted regulations setting forth standards for extensions of credit that are secured by real estate.

Under these regulations, the Bank must adopt and maintain written policies establishing appropriate limits and standards for extensions of credit that are secured by real estate.

These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures and documentation, approval and reporting requirements.

The federal regulatory agencies have also jointly issued guidance on “Concentrations in Commercial Real Estate Lending,” which defines commercial real estate (“CRE”) loans as exposures secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income or the proceeds of the sale, refinancing, or permanent financing of the property.

The guidance requires that appropriate processes be in place to identify, monitor and control risks associated with real estate lending concentrations.

If a concentration is present, management must employ heightened risk management practices that address key elements, including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and maintenance of increased capital levels as needed to support the level of CRE lending.

The guidance states that the following metrics may indicate a concentration of CRE loans, but that these metrics are neither limits nor a safe harbor:

(1) total reported loans for construction, land development, and other land represent 100% or more of total risk-based capital;

or (2) total reported loans secured by multi-family properties, nonfarm non-residential properties (excluding those that are owner-occupied), and loans for construction, land development, and other land represent 300% or more of total risk-based capital and the bank’s CRE loan portfolio has increased 50% or more during the prior 36 months.

Brokered Deposits

6 unchanged sentences

Implementation of the final rule did not have a material impact on our subsidiary bank.

In July 2024, the FDIC proposed significant revisions to the brokered deposit regulations, including significant expansions to the definition of “deposit broker,” and significantly narrowing the primary purpose exception to “deposit broker” status.

The comment period on those proposed rules has closed.

In January 2025, the Acting Chairman of the FDIC issued a statement indicating that the FDIC may focus on withdrawing those proposed rules during 2025.

These proposed rules may also be subject to the presidential memorandum entitled “Regulatory Freeze Pending Review,” which directs federal agencies to (1) not propose or issue any rules until they are reviewed and approved by a department or agency head appointed by the President, (2) immediately withdraw any unpublished rules to allow for the review by a department or agency head as described above, and (3) consider postponing for 60 days from the date of the executive order the effective date for any rules that have been published in the Federal Register, or any rules that have been issued but have not taken effect, to allow for review of any questions of fact, law, or policy.

The Company continues to monitor the status of those proposed rules and FDIC action and statements with respect thereto.

FDIC Deposit Insurance and Assessments

6 unchanged sentences

In November 2023, the FDIC issued a final rule to implement a special assessment to recover losses to the DIF incurred as a result of recent bank failures and the FDIC’s use of the systemic risk exception to cover certain deposits that were otherwise uninsured.

The special assessment was based on estimated uninsured deposits as of December 31, 2022 (excluding the first $5.0 billion) and will be assessed at a quarterly rate of 3.36 basis points, over eight quarterly assessment periods, beginning in the first quarter of 2024.

The special assessment was based on estimated uninsured deposits as of December 31, 2022 (excluding the first $5.0 billion) and will be assessed at an initial quarterly rate of 3.36 basis points, over eight quarterly assessment periods, beginning in the first quarter of 2024.

As a result of this final rule, we accrued $12.4 million related to this assessment.

Under the final rule, the estimated loss pursuant to the systemic risk determination will be periodically adjusted, and the FDIC has retained the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis.

The extent to which any such additional future assessments will impact our future deposit insurance expense is currently uncertain.

The FDIC approved an interim final rule in 2025 to amend certain aspects of the FDIC’s collection activities, including, among other things, reducing the rate at which the special assessment will be charged in the eighth collection quarter from 3.36 basis points to 2.97 basis points.

Community Reinvestment Act

The Community Reinvestment Act of 1977 (“CRA”) requires that federal banking agencies evaluate the record of each financial institution in meeting the credit needs of the market areas they serve, including low and moderate-income (“LMI”) individuals and communities.

These activities are also considered in connection with, among other things, applications for mergers, acquisitions and the opening of a branch or facility, and negative results of these evaluations could prevent us from engaging in these types of transactions.

Simmons Bank received a “satisfactory” CRA rating during its most recent exam.

In October 2023, the federal prudential regulatory agencies adopted substantial revisions to the regulations implementing the CRA.

The legality of these CRA regulations is being challenged and a preliminary injunction against enforcing new rules implementing the modified CRA regulations has been granted.

In addition, the updated CRA regulations may be impacted by the presidential memorandum entitled “Regulatory Freeze Pending Review” described above.

The Company continues to assess the impact of the adopted changes to the CRA regulations.

UDAP and UDAAP

8 unchanged sentences

Further, pursuant to interpretive guidance issued under the GLBA and certain state laws, financial institutions are also generally required to notify customers of security breaches that result in unauthorized access to their nonpublic personal information.

The federal bank regulatory agencies also adopted rules to improve the sharing of information about cyber incidents that may affect the U.S.

banking system.

A banking organization must notify its primary federal regulator of certain significant “computer-security incidents” that may pose a threat to the stability of the U.S.

financial sector as soon as possible and no later than 36 hours after the banking organization determines that a notification incident has occurred.

A bank service provider must also notify affected banking organization customers as soon as possible when the provider determines that it has experienced a computer-security incident that has materially disrupted or degraded or is reasonably likely to materially disrupt or degrade covered services provided to such banking organization customers for four or more hours.

Although these laws and regulations impose compliance costs and create obligations and, in some cases, reporting obligations, and compliance with all of the laws, regulations, and reporting obligations may require significant resources of the Company and our subsidiary bank, these laws and regulations do not materially affect our products, services or other business activities.

13 unchanged sentences

In December 2020, the U.S.

Congress enacted the National Defense Authorization Act (the “NDAA”) that, among other provisions, made significant updates to the federal BSA/AML regulations that aim to eliminate the use of shell companies that facilitate the laundering of criminal proceeds.

In December 2021, the Financial Crimes Enforcement Network (“FinCEN”) issued the first of three planned rules, which rule was adopted to implement a national beneficial ownership reporting framework.

Congress enacted the National Defense Authorization Act (“NDAA”) that, among other provisions, made significant updates to the federal BSA/AML regulations that aim to eliminate the use of shell companies that facilitate the laundering of criminal proceeds.

The NDAA includes the Corporate Transparency Act (“CTA”), which requires the U.S.

Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) to, among other things, establish a national beneficial ownership information registry.

In December 2021, FinCEN issued the first of three planned rules, which rule was adopted to implement a national beneficial ownership reporting framework.

In September 2022, FinCEN issued the final Beneficial Ownership Information Reporting Requirements rule (“BOI Reporting Rule”), which requires certain “reporting companies” to file beneficial ownership information reports with FinCEN that will be stored in the national beneficial ownership registry and will detail the reporting company’s beneficial owners.

In December 2023, FinCEN issued the second of the three planned rules, which rule was adopted to implement protocols for access to and disclosure of beneficial ownership information.

A subsequent rulemaking is expected to update the customer due diligence requirements that apply to the Company and the Bank to be consistent with this framework.

In March 2025, FinCEN issued an interim final rule removing the requirement for U.S.

companies and U.S.

persons to report such beneficial ownership information and indicated that it would issue a modified set of regulations regarding beneficial ownership disclosures.

Given the potential of new regulations from FinCEN, as well as ongoing litigation with respect to the CTA, it is not clear what impact the CTA and BOI Reporting Rule will have on the Bank.

The Company and the Bank continue to monitor legislative, regulatory and supervisory developments related thereto.

5 unchanged sentences

Federal Home Loan Bank of Dallas

Simmons Bank is a member of the Federal Home Loan Bank of Dallas (“FHLB-Dallas”), which is one of 11 regional Federal Home Loan Banks that provide funding to their members for making housing loans as well as for affordable housing and community development loans.

Simmons Bank is a member of the Federal Home Loan Bank (“FHLB”) of Dallas (“FHLB-Dallas”), which is one of 11 regional Federal Home Loan Banks that provide funding to their members for making housing loans as well as for affordable housing and community development loans.

Each FHLB serves as a reserve, or central bank, for the members within its assigned region and makes loans to its members in accordance with policies and procedures established by the board of directors of that FHLB.

14 unchanged sentences

Simmons Bank became subject to the interchange rate cap effective July 1, 2018.

In October 2023, the Federal Reserve proposed lowering the maximum interchange fee, and the Company is monitoring developments related to the proposal and continuing to assess its potential impact.

As of December 31, 2017, the Company exceeded $15 billion in total assets, and the grandfather provisions applicable to its trust preferred securities no longer apply, and trust preferred securities are no longer included as Tier 1 capital.

In October 2023, the Federal Reserve proposed lowering the maximum interchange fee, but the proposal has faced legal challenges, and the Company is monitoring developments related to the proposal and continuing to assess its potential impact.

As of December 31, 2017, the Company exceeded $15 billion in total assets and trust preferred securities are no longer included as Tier 1 capital.

Trust preferred securities and qualifying subordinated debt are included as total Tier 2 capital.

8 unchanged sentences

The CFPB has broad rule-making, supervisory, examination and enforcement authority, as well as expanded data collecting and enforcement powers, all of which impact the operations of Simmons Bank.

For example, in January 2024, the CFPB proposed rules that would subject (with certain exceptions) overdraft services provided by financial institutions with more than $10 billion in assets to the provisions of the Truth in Lending Act and other consumer financial protection laws.

The Company is currently evaluating the potential impact of the proposed rules and monitoring developments with respect thereto.

Pending Legislation

The current leadership of the CFPB has indicated intentions to rescind or revise many regulations, as well as to narrow its enforcement and supervision.

We cannot currently predict the nature and timing of future developments that may potentially impact CFPB rules, proposals, enforcement and supervision.

Future Legislation and Regulation

Because of concerns relating to, among other things, competitiveness and the safety and soundness of the banking industry, governmental administrations, as well as Congress and state legislatures, often consider a number of wide-ranging proposals for altering the structure, regulation, and competitive relationships of the nation’s financial institutions and of those chartered in a particular state legislature’s jurisdiction.

We cannot predict the timing of any proposals or whether or in what form any proposals will be adopted or the extent to which our business, including our financial condition and results of operations, may be affected.

For example, in February 2025, the CFPB staff was instructed to stop all rulemaking, public communications, litigation, examination and certain other activities.

This and other events make future regulations increasingly uncertain.

Effect of Governmental Monetary Policies

3 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 1. Business