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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-27 · 55 added, 64 removed, 240 unchanged (33% of the section changed)

11 unchanged sentences

During the three months ended December 31, 2025 , 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.

Amended and Restated By-Laws

On February 25, 2026, the Company’s board of directors (“Board”) adopted amended and restated by-laws of the Company (“Amended and Restated By-Laws”), effective as of such date.

In addition to certain technical and administrative revisions, the Amended and Restated By-Laws clarify the role and responsibilities of the Chairman and Vice Chairman of the Board in new Article III, Section 3 and remove the Chairman of the Board from the list of required officers of the Company in Article IV, Section 1.

The foregoing description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.3 to this Annual Report on Form 10-K and is incorporated by reference herein.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

This information is incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held May 13, 2026 , 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.”

Executive Officers

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

Name Principal Occupation

Chairman of the Board and Chief Executive Officer*

Brogdon President*

Brogdon President and Chief Executive Officer*

Daniel Hobbs Executive Vice President and Chief Financial Officer*

5 unchanged sentences

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

Brian Jackson Executive Vice President and President of Consumer and Wealth Management*

Jonathan Schneider Executive Vice President and President of Commercial Banking*

_________________

2 unchanged sentences

Name Principal Occupation and Employer

Brogdon President and Chief Executive Officer, the Company and Simmons Bank

Casteel Retired Senior Executive Vice President of the Company;

Retired Chairman, President and Chief Executive Officer of Simmons Bank

Clark, II Chairman and Chief Executive Officer, Clark Contractors, LLC

Clark, II Chief Executive Officer, Clark Contractors, LLC

Cossé Retired President and Chief Executive Officer, Murphy Oil Corporation

4 unchanged sentences

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

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 Operating Officer, Murphy USA Inc

Mindy West President and Chief Executive Officer, Murphy USA Inc.

Code of Ethics

We have adopted a written Code of Ethics that applies to directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, in accordance with Section 406 of the Sarbanes‑Oxley Act of 2002 and the rules of the SEC promulgated thereunder.

This code of ethics has been filed as Exhibit 14.1 to this Annual Report on Form 10-K.

We have also adopted a separate written Code of Ethics that applies to officers within the finance group of the Company.

This code of ethics has been filed as Exhibit 14.2 to this Annual Report on Form 10-K.

Insider Trading Policy

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

A copy of the Company’s Trading Policy has been filed as Exhibit 19 to this Annual Report on Form 10-K.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any stock exchange listing standards applicable to the Company.

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,” “2024 Pay Ratio Disclosure,” “Timing of Option Grants,” “Director Compensation,” and “2024 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,” “2025 Pay Ratio Disclosure,” “Director Compensation,” and “2025 Director Compensation.”

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

8 unchanged sentences

(b) Listing of Exhibits

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.

333-229378)).

Agreement and Plan of Merger, dated as of July 30, 2019, by and between Simmons First National Corporation and The Landrum Company (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation Current Report on Form 8-K filed on July 31, 2019 (File No.

Agreement and Plan of Merger, dated as of June 4, 2021, by and among Simmons First National Corporation, Simmons Bank and Landmark Community Bank (incorporated by reference to Annex A to the Registration Statement on Form S-4 filed under the Securities Act of 1933 by Simmons First National Corporation on July 21, 2021 (File No.

9 unchanged sentences

Articles of Amendment to the Amended and Restated Articles of Incorporation of Simmons First National Corporation, dated August 3, 2022 (incorporated by reference to Exhibit 3.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No.

Amended and Restated By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on December 26, 2023 (File No.

Amended and Restated By-Laws of Simmons First National Corporation.*

4.1 Instruments defining the rights of security holders, including indentures.

2 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.*

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, 2024 (File No.

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)).^

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

Simmons Bank Endorsement Split-Dollar Life Insurance Plan (incorporated by reference to Exhibit 10.16 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

000-06253)).^

Deferred Compensation Agreement for Marty D.

56 unchanged sentences

000-06253)).^

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 Tina Groves dated May 7, 2021 (incorporated by reference to Exhibit 10.38 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

000-06253)).^

Indemnification Agreement for Tina Groves dated May 7, 2021 (incorporated by reference to Exhibit 10.39 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

000-06253)).^

Executive Change in Control Severance Agreement for Christopher Van Steenberg dated February 25, 2025 (incorporated by reference to Exhibit 10.40 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

000-06253)).^

Indemnification Agreement for Christopher Van Steenberg dated February 25, 2025 (incorporated by reference to Exhibit 10.41 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

000-06253)).^

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.

24 unchanged sentences

000-06253)).^

Form of Associate Restricted Stock Unit Award Agreement (2023 Plan - 2025 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, 2025 (File No.

000-06253)).^

Form of Performance Cash Award Agreement (2023 Plan - 2025 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, 2025 (File No.

000-06253)).^

Form of Performance Share Unit Award Agreement (2023 Plan - 2025 Form) (incorporated by reference to Exhibit 10.4 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (File No.

000-06253)).^

Form of Performance Cash Award Agreement - Chief Risk Officer (2023 Plan - 2025 Form) (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, 2025 (File No.

000-06253)).^

Form of Performance Share Unit Award Agreement - Chief Executive Officer (2023 Plan - 2025 Form) (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, 2025 (File No.

000-06253)).^

Aircraft Time Sharing Agreement between Simmons First National Corporation and George Makris, Jr, dated December 23, 2025 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K filed on December 23, 2025 (File No.

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.*

Simmons First National Corporation Insider Trading Policy (incorporated by reference to Exhibit 19 to Simmons First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

Subsidiaries of the Registrant.*

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 – James M.

Brogdon, President 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 – George A.

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

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

Brogdon, President 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 (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)).^

Simmons First National Corporation Compensation Clawback Policy.*^

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.

12 unchanged sentences

Brogdon February 25, 2026

Brogdon, President

Brogdon, President and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on or about February 25, 2026.

Signature Title

/s/ George A.

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)

Brogdon President

Casteel Chairman and Director

Brogdon President, Chief Executive Officer and Director

Brogdon (Principal Executive Officer)

Daniel Hobbs Executive Vice President and Chief Financial Officer

2 unchanged sentences

Garner (Principal Accounting Officer)

Casteel Director

/s/ William E.

16 unchanged sentences

Teubner Director

/s/ Mindy West Director

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