Every material Form 8-K Simmons First National filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On December 23, 2025, Simmons First and chairman and CEO George Makris, Jr. signed an aircraft time sharing agreement allowing him to lease company aircraft with flight crew for personal travel, subject to reimbursing actual flight expenses. The filing says the company will not provide tax reimbursements for imputed income or federal air transportation excise tax, which limits the company's cost exposure from this arrangement.
Agreement signed December 23, 2025 between Simmons First and chairman and CEO George Makris, Jr.
Makris must reimburse the company for actual expenses of personal flights, including deadhead flights.
Either party may terminate the agreement with 10 business days' prior written notice.
The company will not cover taxes on imputed income or federal air transportation excise tax under the agreement.
On December 4, 2025, Simmons First's board, acting on its compensation committee's recommendation, decided that George Makris, Jr.'s unvested 2024 performance share units will vest after his retirement, subject to performance criteria, as if he had stayed employed through the full three-year performance period. The filing says there is no proration of the final award and no acceleration of payment. The change concerns executive pay for a departing officer, with no stated effect on company financial results.
Board action dated December 4, 2025, on the compensation committee's recommendation.
Covers unvested 2024 performance share units granted to George Makris, Jr. under the 2023 Stock and Incentive Plan.
Vesting remains subject to performance criteria over the three-year performance period; no proration and no acceleration of payment.
Filing dated December 9, 2025, signed by CFO C. Daniel Hobbs.
Simmons First National Corporation reported a third-quarter 2025 net loss of $562.8 million, or $4.00 per diluted share, compared with net income of $54.8 million in the second quarter. The loss mainly reflects an $801.5 million pre-tax loss on the sale of about $2.4 billion of low-yielding securities, part of a balance sheet repositioning funded by a roughly $327 million equity offering. Adjusted diluted EPS rose to $0.46 from $0.44 in the second quarter, but the GAAP loss sharply reduced shareholders' equity and book value per share.
Q3 2025 net loss of $562.8 million, or $(4.00) per diluted share, versus net income of $54.8 million in Q2 2025
Adjusted diluted EPS of $0.46 in Q3 2025, compared with $0.44 in Q2 2025 and $0.37 in Q3 2024
Book value per share fell to $23.18 from $28.17 at the end of Q2 2025, due to the loss on the sale of investment securities
Net interest margin rose 44 basis points to 3.50%, and the company completed a $325 million subordinated notes offering in Q3
Simmons First National completed a $325 million offering of 6.25% fixed-to-floating rate subordinated notes due 2035, netting about $321.3 million. The company plans to use the proceeds, with cash on hand, to repay its $330 million 2028 Notes on October 1, 2025, and for general corporate purposes, with the notes intended to count as Tier 2 regulatory capital.
Offering size: $325 million aggregate principal of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2035
Net proceeds of approximately $321.3 million after underwriting discounts and estimated offering expenses
Planned repayment in full of $330 million 2028 Notes on October 1, 2025
Fixed rate of 6.25% until October 1, 2030, then floating at Three-Month Term SOFR plus 302 basis points until 2035
Simmons First National Corporation agreed to sell $325 million of subordinated notes priced at par, with a 6.25% fixed rate through October 1, 2030. The company expects net proceeds of about $321.3 million, which it plans to use with cash on hand to repay in full its $330 million 5.00% 2028 Notes and for general corporate purposes. For shareholders, the filing describes a debt refinancing that replaces notes carrying a 5.00% rate with notes carrying a 6.25% initial rate.
Offering of $325 million aggregate principal of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2035, priced at par
Fixed rate of 6.25% until October 1, 2030, then Three-Month Term SOFR plus 302 basis points
Expected net proceeds of about $321.3 million, plus cash on hand, to repay the $330 million 5.00% 2028 Notes in full
Simmons First National Corp disclosed that the death benefits under its bank's split-dollar life insurance plan were increased for two executives effective August 1, 2025. The change raises benefits for President James Brogdon and General Counsel George Makris III, a compensation-related arrangement that does not affect the company's reported financial results in the filing.
Brogdon's benefit increased from $890,000 to $1,400,000 effective August 1, 2025
Makris III's benefit increased from $610,000 to $800,000 effective August 1, 2025
The full plan text is filed as Exhibit 10.1 to the 8-K
Simmons First National Corporation said Chairman and CEO George Makris Jr. will retire at the end of 2025. Jay Brogdon, the company's president, will become president and CEO on January 1, 2026, and join the board, while Marty Casteel will become chairman. The filing does not describe changes to the company's financial results or outlook, and it says Brogdon's compensation information for his new role was not yet available.
George A. Makris Jr. (age 69) retires as chairman, director and CEO effective the end of December 31, 2025.
James "Jay" M. Brogdon (age 44) becomes president and CEO on January 1, 2026, and joins the board to fill Makris's seat.
Marty D. Casteel will succeed Makris as chairman effective January 1, 2026.
Brogdon will receive no separate pay for board service and will not immediately serve on board committees.
On July 23, 2025, Simmons First completed a repositioning of its balance sheet, selling about $3.2 billion (amortized cost) of investment securities to Morgan Stanley & Co., LLC for an aggregate price of about $2.4 billion. The company estimates a realized after-tax loss of about $604 million, to be recorded in the third quarter of 2025. An underwritten offering of 18,653,000 Class A common shares, which also closed July 23, generated net proceeds of about $326.9 million, which partly offsets the cost for shareholders.
Sold about $3.2 billion (amortized cost) of investment securities to Morgan Stanley & Co., LLC for about $2.4 billion.
Estimated realized after-tax loss of about $604 million, based on an estimated 24.3% tax rate, to be recorded in Q3 2025.
Underwritten offering of 18,653,000 Class A shares closed July 23, 2025, with net proceeds of about $326.9 million.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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