Results of Operations · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549         FORM  8-K       CURRENT REPORT   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event Reported):  July 23, 2021   Simmons First National Corporation (Exact Name of Registrant as Specified in Charter)   Arkansas 000-06253 71-0407808 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)   501 Main Street , Pine Bluff , Arkansas   71601 (Address of Principal Executive Offices) (Zip Code)   (870)   541-1000 (Registrant's telephone number, including area code)   Not Applicable (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:     ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐           Item 2.02 Results of Operations and Financial Condition.   On July 27, 2021, Simmons First National Corporation (“Registrant” or “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.   On July 27, 2021, the Registrant also issued an investor presentation, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.   The information provided pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.   Item 8.01 Other Events.   Effective July 23, 2021, the board of directors of the Company approved an amendment to the Company’s stock repurchase program originally approved on October 17, 2019, as amended on March 4, 2020, (the “Program”) to increase the amount of the Company’s Class A common stock (“Common Stock”) that may be repurchased under the Program from a maximum of $180 million to a maximum of $276.5 million and to extend the Program’s termination date from October 31, 2021, to October 31, 2022 (unless terminated sooner). The Program will be executed in accordance with Rule 10b-18 under the Exchange Act. To date, the Company has repurchased approximately $126.5 million of its Common Stock under the Program, which permits the Company to repurchase shares of its Common Stock through open market and privately negotiated transactions or otherwise (including pursuant to a trading plan in accordance with Exchange Act Rule 10b5-1). The timing, pricing, and amount of any repurchases under the Program will be determined by the Company’s management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of the Common Stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements. The Program does not obligate the Company to repurchase any Common Stock and may be modified, discontinued, or suspended at any time without prior notice.   Item 9.01 Financial Statements and Exhibits.   Exhibit 99.1 Press Release dated July 27, 2021 Exhibit 99.2 Investor Presentation issued on July 27, 2021 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)       SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     Simmons First National Corporation             Date: July 27, 2021 By:  /s/ James M. Brogdon             James M. Brogdon, Executive Vice President,     Chief Financial Officer and Treasurer