| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On July 23, 2025, Simmons First National Corporation (the “Company”) and its subsidiaries completed steps taken to reposition its consolidated balance sheet (the “Transaction”).
In the Transaction, the Company and its subsidiaries, as applicable, reclassified its held-to-maturity investment securities to available for sale. The Company and its subsidiaries, as applicable, then sold approximately $3.2 billion (amortized cost basis) of its investment securities to Morgan Stanley & Co., LLC based on fair market value for an aggregate price of approximately $2.4 billion. The sale of investment securities resulted in an estimated, realized after-tax loss of approximately $604 million (based on an estimated tax rate of 24.3%), which will be recorded during the third quarter of 2025. Morgan Stanley & Co., LLC served as an underwriter in the Company’s underwritten public offering of 18,653,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock” and such offering, the “Offering”), which generated net proceeds to the Company of approximately $326.9 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering closed on July 23, 2025.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,” “likely,” “target,” “plan,” “positions,” “prospects,” “project,” “predict,” or “potential,” by future conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would,” by variations of such words, or by similar expressions. Forward-looking statements include statements relating to the Transaction, the forecasted, estimated or projected impacts (including, but not limited to, the tax impact) thereof, and the Company’s future business operations, strategy and results.
Forward-looking statements, including those relating to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 27, 2025, and in our other filings with the U.S. Securities and Exchange Commission, which are available at the SEC’s website www.sec.gov.
