SFNC 10-Q Quarterly Report June 30, 2025

SIMMONS FIRST NATIONAL CORP

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 30, 2025
10-Q	Quarter ended June 30, 2025
10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on May 7, 2025
DEF 14A	Filed on April 2, 2025
DEF 14A	Filed on April 23, 2024
DEF 14A	Filed on March 20, 2024
DEF 14A	Filed on March 14, 2023
DEF 14A	Filed on April 27, 2022
DEF 14A	Filed on March 23, 2022
DEF 14A	Filed on April 15, 2021
DEF 14A	Filed on March 17, 2020
DEF 14A	Filed on March 12, 2019
DEF 14A	Filed on March 14, 2018
DEF 14A	Filed on March 14, 2017
DEF 14A	Filed on March 14, 2016
DEF 14A	Filed on May 15, 2015
DEF 14A	Filed on March 17, 2014
DEF 14A	Filed on March 18, 2013
DEF 14A	Filed on March 19, 2012
DEF 14A	Filed on March 18, 2011
DEF 14A	Filed on March 18, 2010
DEF 14A	Filed on None

sfnc-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 000-06253

SIMMONS FIRST NATIONAL CORP ORATION

(Exact name of registrant as specified in its charter)


Arkansas			71-0407808
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

501 Main Street			71601
Pine Bluff			(Zip Code)
Arkansas
(Address of principal executive offices)

( 870 ) 541-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

SFNC

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.). ☐ Yes ☒ No

The number of shares outstanding of the Registrant’s Common Stock as of August 1, 2025, was 144,700,945 .

Simmons First National Corporation

Quarterly Report on Form 10-Q

June 30, 2025

Table of Contents


		Page
Part I:	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income (Loss)	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Stockholders' Equity	7
	Condensed Notes to Consolidated Financial Statements	9
	Report of Independent Registered Public Accounting Firm	49
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	50
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 4.	Controls and Procedures	77

Part II:	Other Information
Item 1.	Legal Proceedings	77
Item 1A.	Risk Factors	77
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	*
Item 5.	Other Information	78
Item 6.	Exhibits	79

Signatures		80

___________________

* No reportable information under this item.

Part I: Financial Information

Item 1. Financial Statements (Unaudited)

Simmons First National Corporation

Consolidated Balance Sheets

June 30, 2025 and December 31, 2024


	June 30,		December 31,
(In thousands, except share data)	2025		2024
	(Unaudited)
ASSETS
Cash and noninterest bearing balances due from banks	$	398,081	$	429,705
Interest bearing balances due from banks and federal funds sold	246,381		257,672
Cash and cash equivalents	644,462		687,377
Interest bearing balances due from banks - time	100		100
Investment securities:
Held-to-maturity, net of allowance for credit losses of $ 3,214 at June 30, 2025 and December 31, 2024	3,591,531		3,636,636
Available-for-sale, (amortized cost of $ 2,764,636 and $ 2,852,774 at June 30, 2025 and December 31, 2024, respectively)	2,405,320		2,529,426
Total investments	5,996,851		6,166,062
Mortgage loans held for sale	16,972		11,417
Loans	17,111,096		17,005,937
Allowance for credit losses on loans	( 253,537 )		( 235,019 )
Net loans	16,857,559		16,770,918
Premises and equipment	573,160		585,431
Foreclosed assets and other real estate owned	8,794		9,270
Interest receivable	120,443		123,243
Bank owned life insurance	535,481		531,805
Goodwill	1,320,799		1,320,799
Other intangible assets	90,617		97,242
Other assets	528,382		572,385
Total assets	$	26,693,620	$	26,876,049

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest bearing transaction accounts	$	4,468,237	$	4,460,517
Interest bearing transaction accounts and savings deposits	11,176,791		10,982,022
Time deposits	6,179,962		6,443,211
Total deposits	21,824,990		21,885,750
Federal funds purchased and securities sold under agreements to repurchase	31,306		37,109
Other borrowings	634,349		745,372
Subordinated notes and debentures	366,369		366,293
Accrued interest and other liabilities	287,396		312,653
Total liabilities	23,144,410		23,347,177

Stockholders’ equity:
Common stock, Class A, $ 0.01 par value; 350,000,000 shares authorized at June 30, 2025 and December 31, 2024; 125,996,248 and 125,651,540 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	1,260		1,257
Surplus	2,518,286		2,511,590
Undivided profits	1,410,564		1,376,935
Accumulated other comprehensive loss	( 380,900 )		( 360,910 )
Total stockholders’ equity	3,549,210		3,528,872
Total liabilities and stockholders’ equity	$	26,693,620	$	26,876,049

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Income

Three and Six Months Ended June 30, 2025 and 2024


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2025		2024		2025		2024
	(Unaudited)				(Unaudited)
INTEREST INCOME
Loans, including fees	$	265,373	$	270,937	$	523,128	$	532,427
Interest bearing balances due from banks and federal funds sold	2,531		2,964		5,234		5,974
Investment securities	46,898		55,050		94,155		113,051
Mortgage loans held for sale	221		194		343		342
TOTAL INTEREST INCOME	315,023		329,145		622,860		651,794

INTEREST EXPENSE
Deposits	126,339		153,033		256,793		304,966
Federal funds purchased and securities sold under agreements to repurchase	59		156		172		345
Other borrowings	10,613		15,025		18,327		26,674
Subordinated notes and debentures	6,188		7,026		12,322		13,998
TOTAL INTEREST EXPENSE	143,199		175,240		287,614		345,983

NET INTEREST INCOME	171,824		153,905		335,246		305,811
Provision for credit losses	11,945		11,099		38,742		21,305

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	159,879		142,806		296,504		284,506

NONINTEREST INCOME
Service charges on deposit accounts	12,588		12,252		25,223		24,207
Debit and credit card fees	8,567		8,162		17,013		16,408
Wealth management fees	9,464		9,187		19,093		17,585
Mortgage lending income	1,687		1,973		3,700		4,293
Bank owned life insurance income	3,890		3,876		7,982		7,690
Other service charges and fees	1,321		1,439		2,654		2,718

Other income	4,837		6,410		12,844		13,582
TOTAL NONINTEREST INCOME	42,354		43,299		88,509		86,483

NONINTEREST EXPENSE
Salaries and employee benefits	73,862		70,716		148,686		143,369
Occupancy expense, net	11,844		11,864		24,495		24,122
Furniture and equipment expense	5,474		5,623		10,939		10,764
Other real estate and foreclosure expense	216		117		414		296
Deposit insurance	4,917		5,682		10,308		12,817

Other operating expenses	42,276		45,352		88,327		87,865
TOTAL NONINTEREST EXPENSE	138,589		139,354		283,169		279,233

INCOME BEFORE INCOME TAXES	63,644		46,751		101,844		91,756
Provision for income taxes	8,871		5,988		14,683		12,122

NET INCOME	$	54,773	$	40,763	$	87,161	$	79,634
BASIC EARNINGS PER SHARE	$	0.43	$	0.32	$	0.69	$	0.64
DILUTED EARNINGS PER SHARE	$	0.43	$	0.32	$	0.69	$	0.63

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Comprehensive Income (Loss)

Three and Six Months Ended June 30, 2025 and 2024


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
	(Unaudited)				(Unaudited)
NET INCOME	$	54,773	$	40,763	$	87,161	$	79,634

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized holding (losses) gains arising during the period on available-for-sale securities	( 9,297 )		363		( 5,019 )		( 25,786 )

Less: Realized gains (losses) on available-for-sale securities interest rate hedges	14,212		2,793		33,399		( 12,582 )
Less: Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity	( 5,653 )		( 5,862 )		( 11,355 )		( 11,707 )
Other comprehensive income (loss), before tax effect	( 17,856 )		3,432		( 27,063 )		( 1,497 )
Less: Tax effect of other comprehensive income (loss)	( 4,666 )		897		( 7,073 )		( 391 )

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	( 13,190 )		2,535		( 19,990 )		( 1,106 )

COMPREHENSIVE INCOME	$	41,583	$	43,298	$	67,171	$	78,528

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2025 and 2024


(In thousands)	June 30, 2025		June 30, 2024
	(Unaudited)		(Unaudited)
OPERATING ACTIVITIES
Net income	$	87,161	$	79,634
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	20,967		23,211
Provision for credit losses	38,742		21,305

Net amortization of investment securities and assets	8,207		8,907
Net amortization on borrowings	76		76
Stock-based compensation expense	8,612		7,537
Gain on sale of closed branches	( 245 )		—
(Gain) loss on sale of foreclosed assets and other real estate owned	( 214 )		186
Gain on sale of mortgage loans held for sale	( 3,856 )		( 4,191 )
Loss on sale of loans	22		234
Deferred income taxes	( 2,745 )		( 1,238 )
Income from bank owned life insurance	( 7,989 )		( 8,041 )
Originations of mortgage loans held for sale	( 133,193 )		( 137,839 )
Proceeds from sale of mortgage loans held for sale	131,494		138,350
Changes in assets and liabilities:
Interest receivable	2,800		( 4,195 )
Other assets	( 18,601 )		( 13,082 )
Accrued interest and other liabilities	( 10,072 )		41,335
Income taxes payable	( 10,727 )		( 8,535 )
Net cash provided by operating activities	110,439		143,654

INVESTING ACTIVITIES
Net change in loans	( 146,363 )		( 361,615 )
Proceeds from sale of loans	18,814		389

Proceeds from sale of closed branches	15,202		—
Purchases of premises and equipment, net	( 21,486 )		( 23,236 )
Proceeds from sale of foreclosed assets and other real estate owned	5,181		2,448

Proceeds from maturities of available-for-sale securities	218,417		257,204
Purchases of available-for-sale securities	( 55,553 )		—
Proceeds from maturities of held-to-maturity securities	41,152		36,851

Purchases of bank owned life insurance	( 15,697 )		—
Surrender of bank owned life insurance	19,403		2,201
Proceeds from bank owned life insurance death benefits	607		1,376
Net cash provided by (used in) investing activities	79,677		( 84,382 )

FINANCING ACTIVITIES
Net change in deposits	( 60,760 )		( 404,095 )
Proceeds from issuance of other borrowed funds	1,480,000		1,800,000
Repayments of other borrowed funds	( 1,591,023 )		( 1,425,988 )
Dividends paid on common stock	( 53,532 )		( 52,689 )
Net change in federal funds purchased and securities sold under agreements to repurchase	( 5,803 )		( 15,264 )
Net shares cancelled under stock compensation plans	( 2,749 )		( 1,965 )
Shares issued under employee stock purchase plan	836		970

Net cash used in financing activities	( 233,031 )		( 99,031 )

DECREASE IN CASH AND CASH EQUIVALENTS	( 42,915 )		( 39,759 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	687,377		614,092

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	644,462	$	574,333

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Stockholders’ Equity

Three Months Ended June 30, 2025 and 2024


(In thousands, except share data)	Common Stock		Surplus		Accumulated Other Comprehensive Income (Loss)		Undivided Profits		Total
Three Months Ended June 30, 2025
Balance, March 31, 2025 (Unaudited)	$	1,259	$	2,515,372	$	( 367,710 )	$	1,382,564	$	3,531,485

Comprehensive (loss) income	—		—		( 13,190 )		54,773		41,583
Stock-based compensation plans, net – 69,426 shares	1		2,914		—		—		2,915
Dividends on common stock – $ 0.2125 per share	—		—		—		( 26,773 )		( 26,773 )

Balance, June 30, 2025 (Unaudited)	$	1,260	$	2,518,286	$	( 380,900 )	$	1,410,564	$	3,549,210

Three Months Ended June 30, 2024
Balance, March 31, 2024 (Unaudited)	$	1,254	$	2,503,673	$	( 408,016 )	$	1,342,215	$	3,439,126

Comprehensive income	—		—		2,535		40,763		43,298
Stock-based compensation plans, net – 67,902 shares	1		2,796		—		—		2,797
Dividends on common stock – $ 0.21 per share	—		—		—		( 26,352 )		( 26,352 )

Balance, June 30, 2024 (Unaudited)	$	1,255	$	2,506,469	$	( 405,481 )	$	1,356,626	$	3,458,869

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Stockholders’ Equity

Six Months Ended June 30, 2025 and 2024


(In thousands, except share data)	Common Stock		Surplus		Accumulated Other Comprehensive Income (Loss)		Undivided Profits		Total
Six Months Ended June 30, 2025
Balance, December 31, 2024	$	1,257	$	2,511,590	$	( 360,910 )	$	1,376,935	$	3,528,872

Comprehensive (loss) income	—		—		( 19,990 )		87,161		67,171
Stock issued for employee stock purchase plan – 46,857 shares	—		836		—		—		836
Stock-based compensation plans, net – 297,851 shares	3		5,860		—		—		5,863
Dividends on common stock – $ 0.4250 per share	—		—		—		( 53,532 )		( 53,532 )

Balance, June 30, 2025 (Unaudited)	$	1,260	$	2,518,286	$	( 380,900 )	$	1,410,564	$	3,549,210

Six Months Ended June 30, 2024
Balance, December 31, 2023	$	1,252	$	2,499,930	$	( 404,375 )	$	1,329,681	$	3,426,488

Comprehensive (loss) income	—		—		( 1,106 )		79,634		78,528
Stock issued for employee stock purchase plan – 53,161 shares	—		970		—		—		970
Stock-based compensation plans, net – 250,240 shares	3		5,569		—		—		5,572
Dividends on common stock – $ 0.42 per share	—		—		—		( 52,689 )		( 52,689 )

Balance, June 30, 2024 (Unaudited)	$	1,255	$	2,506,469	$	( 405,481 )	$	1,356,626	$	3,458,869

See Condensed Notes to Consolidated Financial Statements.

SIMMONS FIRST NATIONAL CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: PREPARATION OF INTERIM FINANCIAL STATEMENTS

Description of Business and Organizational Structure

Simmons First National Corporation (“Company”) is a Mid-South financial holding company headquartered in Pine Bluff, Arkansas, and the parent company of Simmons Bank, an Arkansas state-chartered bank that has been in operation since 1903 (“Simmons Bank” or the “Bank”). Simmons First Insurance Services, Inc. and Simmons First Insurance Services of TN, LLC are wholly-owned subsidiaries of Simmons Bank and are insurance agencies that offer various lines of personal and corporate insurance coverage to individual and commercial customers. The Company, through its subsidiaries, offers, among other things, consumer, real estate and commercial loans; checking, savings and time deposits; and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from approximately 223 financial centers as of June 30, 2025, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosures for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2024, was derived from audited financial statements. In the opinion of management, these financial statements reflect all adjustments that are necessary for a fair presentation of interim results of operations, including normal recurring accruals. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.

The preparation of financial statements, in accordance with accounting principles generally accepted in the United States (“US GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income items and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements and actual results may differ from these estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses, the valuation of acquired loans, valuation of goodwill and subsequent impairment analysis, stock-based compensation plans and income taxes. Management obtains third party valuations to assist in valuing certain aspects of these material estimates, as appropriate, including independent appraisals for significant properties in connection with the determination of the allowance for credit losses and the fair value of acquired loans. Assumptions used in the goodwill impairment analysis involve internally projected forecasts, coupled with market and third-party data. These material estimates could change as a result of the uncertainty in current macroeconomic conditions and other factors that are beyond the Company’s control and could cause actual results to differ materially from those projected.

During the second quarter of 2024, the Company identified an error in its previously issued unaudited consolidated statements of cash flows. The cash flows associated with other borrowings were presented on a net basis, rather than on a gross basis. The Company corrected this error in the accompanying unaudited consolidated statements of cash flows for the six months ended June 30, 2024. The correction had no impact to the total net cash used in financing activities in the period. During the year ended December 31, 2024, the Company also identified errors in its previously issued unaudited consolidated statements of cash flows related to the exclusion of gains and losses related to the pair off settlements of mortgage loans held for sale and the presentation of year-to-date originations of/proceeds from mortgage loans held for sale. The Company corrected these errors in the accompanying unaudited consolidated statements of cash flows for the six months ended June 30, 2024. The corrections had no impact to the net cash provided by operating activities line item in the period. The Company evaluated the materiality of these errors utilizing Accounting Standards Codification (“ASC”) Topic 250 and SEC Staff Accounting Bulletin 99-M, both quantitatively and qualitatively, and concluded that these errors, individually and in combination, are immaterial to the impacted prior period.

Recently Adopted Accounting Standards

Stock Compensation - In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), in response to feedback received by the FASB requesting guidance on how entities should determine the appropriate guidance to apply when accounting for the issuance of profits interest units and similar types of awards. ASU 2024-01 added an example with four fact patterns to ASC 718-10 to assist preparers of financial statements in determining whether profits interest and similar awards should be accounted for within the scope of the guidance. ASU 2024-01 only addresses the scope determination and does not amend the recognition, classification or measurement guidance. ASU 2024-01 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted for interim or annual financial statements that have not yet been issued or made available for issuance. Entities may choose to adopt 2024-01 on a prospective or retrospective basis. The adoption of ASU 2024-01 did not have a material impact on the Company’s operations, financial position or disclosures.

Income Taxes - In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), primarily focused on income tax disclosures regarding effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). ASU 2023-09 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 did not have a material impact on the Company’s operations, financial position or disclosures.

Segment Reporting - In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expanded reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendments in this update introduced a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply Topic 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions and require disclosure of the title and position of the chief operating decision maker. ASU 2023-07 was effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 did not have a material impact on the Company’s operations, financial position or disclosures. See Note 18, Operating Segments, for additional information.

Reference Rate Reform – In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided relief for companies preparing for discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”). LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) announced that the majority of LIBOR rates will no longer be published after December 31, 2021. Effective January 1, 2022, the ICE Benchmark Administration Limited, the administrator of the LIBOR, ceased the publication of one-week and two-month USD LIBOR and as of June 30, 2023, ceased the publications of the remaining tenors of USD LIBOR (one, three, six and 12-month).

Other interest rates used globally could also be discontinued for similar reasons. ASU 2020-04 provided optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform. The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features. Optional expedients for hedge accounting permitted changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provided relief for assessing hedge effectiveness for cash flow hedges. Companies were able to apply ASU 2020-04 immediately; however, the guidance was only available for a limited time (generally through December 31, 2022). The Company formed a LIBOR Transition Team in 2020, has created standard LIBOR replacement language for new and modified loan notes, and is monitoring the remaining loans with LIBOR rates monthly to ensure progress in updating these loans with acceptable LIBOR replacement language or converting them to other interest rates.

During 2021, the Company did not offer LIBOR-indexed rates on loans which it originated, although it did participate in some shared credit agreements originated by other banks subject to the Company’s determination that the LIBOR replacement language in the loan documents met the Company’s standards. Pursuant to the Joint Regulatory Statement on LIBOR transition issued in October 2021, the Company’s policy, as of January 1, 2022, is not to enter into any new LIBOR-based credit agreements and not extend, renew, or modify prior LIBOR credit agreements without requiring conversion of the agreements to other interest rates. The adoption of ASU 2020-04 did not have a material impact on the Company’s financial position or results of operations.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which clarified that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the changes in the interest rates used for margining, discounting, or contract price alignment for derivative instruments that are being implemented as part of the market-wide transition to new reference rates (commonly referred to as the “discounting transition”). ASU 2021-01 also amended the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. ASU 2021-01 did not have a material impact on the Company’s financial position or results of operations.

In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities are no longer permitted to apply the relief in Topic 848.

Recently Issued Accounting Standards

Disaggregation of Income Statement Expenses - In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), that requires footnote disclosure about specific expenses by requiring companies to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization and (v) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities. The tabular disclosure would also include certain other expenses, when applicable. ASU 2024-03 does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact ASU 2024-03 will have on its results of operations, financial position or disclosures.

There have been no other significant changes to the Company’s accounting policies disclosed in Note 1, Summary of Significant Accounting Policies, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Presently, the Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on its present or future financial position or results of operations.

NOTE 2: INVESTMENT SECURITIES

Held-to-maturity (“HTM”) securities, which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the security’s estimated life. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.

Available-for-sale (“AFS”) securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in other income. Unrealized gains and losses are recorded, net of related income tax effects, in stockholders’ equity, further discussed below. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the estimated life of the security. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.

During the quarters ended June 30, 2022 and September 30, 2021, the Company transferred, at fair value, $ 1.99 billion and $ 500.8 million, respectively, of securities from the AFS portfolio to the HTM portfolio. As of June 30, 2025, the related remaining combined net unrealized losses in accumulated other comprehensive income (loss) were $ 99.4 million. No gains or losses on these securities were recognized at the time of transfer.

The amortized cost, fair value and allowance for credit losses of investment securities that are classified as HTM are as follows:


(In thousands)	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Gains		Gross Unrealized (Losses)		Estimated Fair Value
Held-to-maturity

June 30, 2025
U.S. Government agencies	$	457,228	$	—	$	457,228	$	—	$	( 81,027 )	$	376,201
Mortgage-backed securities	1,024,313		—		1,024,313		337		( 103,501 )		921,149
State and political subdivisions	1,855,816		( 202 )		1,855,614		59		( 501,614 )		1,354,059
Other securities	257,388		( 3,012 )		254,376		—		( 13,811 )		240,565
Total HTM	$	3,594,745	$	( 3,214 )	$	3,591,531	$	396	$	( 699,953 )	$	2,891,974

December 31, 2024
U.S. Government agencies	$	455,869	$	—	$	455,869	$	—	$	( 95,961 )	$	359,908
Mortgage-backed securities	1,070,032		—		1,070,032		212		( 133,746 )		936,498
State and political subdivisions	1,857,373		( 196 )		1,857,177		20		( 436,061 )		1,421,136
Other securities	256,576		( 3,018 )		253,558		—		( 21,149 )		232,409
Total HTM	$	3,639,850	$	( 3,214 )	$	3,636,636	$	232	$	( 686,917 )	$	2,949,951

Mortgage-backed securities (“MBS”) are commercial MBS, secured by commercial properties, and residential MBS, generally secured by single-family residential properties. All mortgage-backed securities included in the table above were issued by U.S. government agencies or corporations. As of June 30, 2025, HTM MBS consisted of $ 132.5 million and $ 891.8 million of commercial MBS and residential MBS, respectively. As of December 31, 2024, HTM MBS consisted of $ 136.0 million and $ 934.1 million of commercial MBS and residential MBS, respectively.

The amortized cost, fair value and allowance for credit losses of investment securities that are classified as AFS are as follows:


(In thousands)	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized (Losses)		Estimated Fair Value
Available-for-sale

June 30, 2025
U.S. Treasury	$	400	$	—	$	—	$	—	$	400
U.S. Government agencies	50,204		—		7		( 713 )		49,498
Mortgage-backed securities	1,464,212		—		195		( 114,416 )		1,349,991
State and political subdivisions	1,042,284		—		31		( 234,473 )		807,842
Other securities	207,536		—		101		( 10,048 )		197,589
Total AFS	$	2,764,636	$	—	$	334	$	( 359,650 )	$	2,405,320

December 31, 2024
U.S. Treasury	$	999	$	—	$	—	$	( 3 )	$	996
U.S. Government agencies	55,589		—		5		( 1,047 )		54,547
Mortgage-backed securities	1,545,539		—		4		( 152,784 )		1,392,759
State and political subdivisions	1,015,619		—		132		( 157,569 )		858,182
Other securities	235,028		—		166		( 12,252 )		222,942
Total AFS	$	2,852,774	$	—	$	307	$	( 323,655 )	$	2,529,426

As of June 30, 2025, AFS MBS consisted of $ 504.2 million and $ 845.8 million of commercial MBS and residential MBS, respectively. As of December 31, 2024, AFS MBS consisted of $ 517.2 million and $ 875.5 million of commercial MBS and residential MBS, respectively.

Accrued interest receivable on HTM and AFS securities at June 30, 2025 was $ 20.2 million and $ 22.2 million, respectively, and is included in interest receivable on the consolidated balance sheets. The Company has made the election to exclude all accrued interest receivable from securities from the estimate of credit losses.

The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of June 30, 2025 and December 31, 2024, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


	Less Than 12 Months				12 Months or More				Total
(In thousands)	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
Available-for-sale
June 30, 2025
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. Government agencies	1,286		( 14 )		45,388		( 699 )		46,674		( 713 )
Mortgage-backed securities	—		—		1,331,598		( 114,416 )		1,331,598		( 114,416 )
State and political subdivisions	7,757		( 148 )		778,668		( 234,325 )		786,425		( 234,473 )
Other securities	7,820		( 118 )		135,965		( 9,930 )		143,785		( 10,048 )
Total AFS	$	16,863	$	( 280 )	$	2,291,619	$	( 359,370 )	$	2,308,482	$	( 359,650 )


	Less Than 12 Months				12 Months or More				Total
(In thousands)	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
December 31, 2024
U.S. Treasury	$	—	$	—	$	996	$	( 3 )	$	996	$	( 3 )
U.S. Government agencies	717		( 7 )		51,186		( 1,040 )		51,903		( 1,047 )
Mortgage-backed securities	7,480		( 189 )		1,384,532		( 152,595 )		1,392,012		( 152,784 )
State and political subdivisions	16,843		( 195 )		829,754		( 157,374 )		846,597		( 157,569 )
Other securities	12,912		( 20 )		162,803		( 12,232 )		175,715		( 12,252 )
Total AFS	$	37,952	$	( 411 )	$	2,429,271	$	( 323,244 )	$	2,467,223	$	( 323,655 )

As of June 30, 2025, the Company’s investment portfolio included $ 2.41 billion of AFS securities, of which $ 2.31 billion, or 96.0 %, were in an unrealized loss position that were not deemed to have credit losses. A portion of the unrealized losses were related to the Company’s MBS, which are issued and guaranteed by U.S. government-sponsored entities and agencies, and the Company’s state and political subdivision securities, specifically investments in insured fixed rate municipal bonds for which the issuers continue to make timely principal and interest payments under the contractual terms of the securities.

Furthermore, the decline in fair value for each of the above AFS securities is attributable to the rates for those investments yielding less than current market rates. Management does not believe any of the securities are impaired due to reasons of credit quality. Management believes the declines in fair value for the securities are temporary. As of June 30, 2025, management did not have, and at December 31, 2024 the Company did not have, the immediate intent to sell the securities, and management believed the accounting standard of “more likely than not” has not been met regarding whether the Company would be required to sell any of the AFS securities before recovery of amortized cost.

Allowance for Credit Losses

All MBS held by the Company are issued by U.S. government-sponsored entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, highly rated by major rating agencies and have a long history of no credit losses. Accordingly, no allowance for credit losses has been recorded for these securities.

Regarding securities issued by state and political subdivisions and other HTM securities, the adequacy of the reserve for credit loss is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses on loans. The methodology considers, but is not limited to: (i) issuer bond ratings, (ii) issuer geography, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) probability-weighted multiple scenario forecasts, and (v) the issuers’ size.

The following table details activity in the allowance for credit losses by investment security type for the three and six months ended June 30, 2025 on the Company’s HTM securities portfolio.


(In thousands)	State and Political Subdivisions		Other Securities		Total
Three Months Ended June 30, 2025
Held-to-maturity
Beginning balance, April 1, 2025	$	171	$	3,043	$	3,214
Provision for credit loss expense	—		—		—
Net increase (decrease) in allowance on previously impaired securities	31		( 31 )		—
Ending balance, June 30, 2025	$	202	$	3,012	$	3,214

Six Months Ended June 30, 2025
Held-to-maturity
Beginning balance, January 1, 2025	$	196	$	3,018	$	3,214
Provision for credit loss expense	—		—		—
Net increase (decrease) in allowance on previously impaired securities	6		( 6 )		—
Ending balance, June 30, 2025	$	202	$	3,012	$	3,214

Activity in the allowance for credit losses by investment security type for the three and six months ended June 30, 2024 on the Company’s HTM securities portfolio was as follows:


(In thousands)	State and Political Subdivisions		Other Securities		Total
Three Months Ended June 30, 2024
Held-to-maturity
Beginning balance, April 1, 2024	$	2,252	$	962	$	3,214
Provision for credit loss expense	—		—		—
Net (decrease) increase in allowance on previously impaired securities	( 2,061 )		2,061		—
Ending balance, June 30, 2024	$	191	$	3,023	$	3,214







Six Months Ended June 30, 2024
Held-to-maturity
Beginning balance, January 1, 2024	$	2,006	$	1,208	$	3,214
Provision for credit loss expense	—		—		—
Net (decrease) increase in allowance on previously impaired securities	( 1,815 )		1,815		—
Ending balance, June 30, 2024	$	191	$	3,023	$	3,214

Based upon the Company’s analysis of the underlying risk characteristics of its HTM and AFS portfolios, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to the Company’s securities portfolios recorded for the three and six month periods ended June 30, 2025 or 2024.

The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of June 30, 2025:


	State and Political Subdivisions
(In thousands)	Not Guaranteed or Pre-Refunded		Other Credit Enhancement or Insurance		Pre-Refunded		Total		Other Securities
Aaa/AAA	$	182,733	$	293,544	$	—	$	476,277	$	—
Aa/AA	626,037		534,785		—		1,160,822		—
A	38,175		160,776		—		198,951		103,765
Baa/BBB	—		4,391		—		4,391		153,623
Not Rated	15,375		—		—		15,375		—
Total	$	862,320	$	993,496	$	—	$	1,855,816	$	257,388

Historical loss rates associated with securities having similar grades as those in the Company’s portfolio have generally not been significant. Pre-refunded securities, if any, have been defeased by the issuer and are fully secured by cash and/or U.S. Treasury securities held in escrow for payment to holders when the underlying call dates of the securities are reached. Securities with other credit enhancement or insurance continue to make timely principal and interest payments under the contractual terms of the securities. Accordingly, no allowance for credit losses has been recorded for these securities as there is no current expectation of credit losses related to these securities.

Income earned on securities for the three and six months ended June 30, 2025 and 2024, is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Taxable:
Held-to-maturity	$	10,224	$	10,842	$	20,623	$	21,845
Available-for-sale	21,009		28,441		42,194		59,636

Non-taxable:
Held-to-maturity	10,052		10,097		20,103		20,197
Available-for-sale	5,613		5,670		11,235		11,373
Total	$	46,898	$	55,050	$	94,155	$	113,051

The amortized cost and estimated fair value by maturity of securities as of June 30, 2025 are shown in the following table. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities.


	Held-to-Maturity				Available-for-Sale
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	472	$	470	$	12,674	$	12,558
After one through five years	134,575		128,403		109,982		109,571
After five through ten years	380,761		336,643		155,440		144,788
After ten years	2,054,624		1,505,309		1,022,115		788,199
Securities not due on a single maturity date	1,024,313		921,149		1,464,212		1,349,991
Other securities (no maturity)	—		—		213		213
Total	$	3,594,745	$	2,891,974	$	2,764,636	$	2,405,320

The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 2.61 billion at June 30, 2025 and $ 2.36 billion at December 31, 2024.

There were no gross realized gains and no gross realized losses from the call or sale of securities during the three and six months ended June 30, 2025 and 2024, as they were recognized at book value of the security. The income tax expense/benefit related to security gains/losses was 26.135 % of the gross amounts in 2025 and 2024.

The Company has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair value of AFS securities. See Note 22, Derivative Instruments, for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

During the third quarter of 2025, the Company and its subsidiaries initiated and completed steps taken to reposition the Company’s consolidated balance sheet and reclassified approximately $ 3.6 billion in HTM investment securities to AFS investment securities. Subsequently, the Company sold approximately $ 3.2 billion in amortized cost basis of AFS securities (including certain of those previously classified as HTM). The sale of investment securities resulted in an estimated, realized after-tax loss of approximately $ 604.0 million (based on an estimated tax rate of 24.3 %), which will be recorded during the third quarter of 2025. See Note 23, Subsequent Events, for additional information.

NOTE 3: LOANS AND ALLOWANCE FOR CREDIT LOSSES

At June 30, 2025, the Company’s loan portfolio was $ 17.11 billion, compared to $ 17.01 billion at December 31, 2024. The various categories of loans are summarized as follows:


	June 30,		December 31,
(In thousands)	2025		2024
Consumer:
Credit cards	$	176,166	$	181,675
Other consumer	123,831		127,319
Total consumer	299,997		308,994
Real Estate:
Construction and development	2,784,578		2,789,249
Single family residential	2,625,717		2,689,946
Other commercial	7,961,412		7,912,336
Total real estate	13,371,707		13,391,531
Commercial:
Commercial	2,440,507		2,434,175
Agricultural	333,078		261,154
Total commercial	2,773,585		2,695,329
Other	665,807		610,083
Total loans	$	17,111,096	$	17,005,937

The above table presents total loans at amortized cost. The difference between amortized cost and unpaid principal balance is due to (i) premiums and discounts associated with acquisition date fair value adjustments on acquired loans of $ 4.8 million and $ 7.2 million at June 30, 2025 and December 31, 2024, respectively, and (ii) deferred origination costs and fees of $ 8.7 million and $ 9.6 million at June 30, 2025 and December 31, 2024, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 78.0 million and $ 78.8 million at June 30, 2025 and December 31, 2024, respectively, and is included in interest receivable on the consolidated balance sheets.

Loan Origination/Risk Management – The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral; obtaining and monitoring collateral; and providing an adequate allowance for credit losses by regularly reviewing loans through the internal loan review process. The loan portfolio is diversified by borrower, purpose and industry. The Company seeks to use diversification within the loan portfolio to reduce its credit risk, thereby minimizing the adverse impact on the portfolio if weaknesses develop in either the economy or a particular segment of borrowers. Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default.

Consumer – The consumer loan portfolio consists of credit card loans and other consumer loans. Credit card loans are diversified by geographic region to reduce credit risk and minimize any adverse impact on the portfolio. Although they are regularly reviewed to facilitate the identification and monitoring of creditworthiness, credit card loans are unsecured loans, making them more susceptible to economic downturns that result in increased unemployment. Other consumer loans include direct installment loans and account overdrafts. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.

Real estate – The real estate loan portfolio consists of construction and development loans (“C&D”), single family residential loans and commercial loans. C&D and commercial real estate (“CRE”) loans can be particularly sensitive to valuation of real estate. CRE cycles are inevitable. The long planning and production process for new properties and rapid shifts in business conditions and employment create an inherent tension between supply and demand for commercial properties. While general economic trends often move individual markets in the same direction over time, the timing and magnitude of changes are determined by other forces unique to each market. CRE cycles tend to be local in nature and longer than other credit cycles. Factors influencing the CRE market are traditionally different from those affecting residential real estate markets; thereby making predictions for one market based on the other difficult. Additionally, submarkets within CRE – such as office, industrial, apartment, retail and hotel – also experience different cycles, providing an opportunity to lower the overall risk through diversification across types of CRE loans. Management realizes that local demand and supply conditions will also mean that different geographic areas will experience cycles of different amplitude and duration. The Company monitors these loans closely.

Commercial – The commercial loan portfolio includes commercial and agricultural loans, representing loans to commercial customers and farmers for use in normal business or farming operations to finance working capital needs, equipment purchases or other expansion projects. Paycheck Protection Program (“PPP”) loans are also included in the commercial loan portfolio. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrowers, particularly cash flow from customers’ business or farming operations. The Company continues its efforts to keep loan terms short, reducing the negative impact of upward movement in interest rates. Term loans are generally set up with one or three year balloons, and the Company has instituted a pricing mechanism for commercial loans. It is general practice to require personal guaranties on commercial loans for closely-held or limited liability entities.

Paycheck Protection Program Loans – The Company originated loans pursuant to multiple PPP appropriations of the Coronavirus Aid, Relief and Economic Security Act which provided 100% federally guaranteed loans for small businesses to cover up to 24 weeks of payroll costs and assistance with mortgage interest, rent and utilities. Notably, these small business loans may be forgiven by the SBA if borrowers maintain their payrolls and satisfy certain other conditions. PPP loans have a zero percent risk-weight for regulatory capital ratios. As of June 30, 2025 and December 31, 2024, the total outstanding balance of PPP loans was $ 569,000 and $ 1.6 million, respectively.

Other – The other loan portfolio includes mortgage warehouse loans, representing warehouse lines of credit to mortgage originators for the disbursement of newly originated 1-4 family residential loans. Also included in the other loan portfolio are loans to public sector customers, including state and local governments.

Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The amortized cost basis of nonaccrual loans segregated by class of loans are as follows:


	June 30,		December 31,
(In thousands)	2025		2024
Consumer:
Credit cards	$	564	$	565
Other consumer	357		678
Total consumer	921		1,243
Real estate:
Construction and development	10,048		10,681
Single family residential	34,194		33,972
Other commercial	77,398		28,524
Total real estate	121,640		73,177
Commercial:
Commercial	32,792		35,161
Agricultural	1,097		570
Total commercial	33,889		35,731
Other	3		3
Total	$	156,453	$	110,154

As of June 30, 2025 and December 31, 2024, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 15.3 million and $ 1.7 million, respectively. These loans are individually assessed and do not hold an allowance due to being adequately collateralized under the collateral-dependent valuation method.

An age analysis of the amortized cost basis of past due loans, including nonaccrual loans, segregated by class of loans is as follows:


(In thousands)	Gross 30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		90 Days Past Due & Accruing
June 30, 2025
Consumer:
Credit cards	$	1,916	$	667	$	2,583	$	173,583	$	176,166	$	603
Other consumer	895		182		1,077		122,754		123,831		—
Total consumer	2,811		849		3,660		296,337		299,997		603
Real estate:
Construction and development	5,258		10,000		15,258		2,769,320		2,784,578		—
Single family residential	18,154		18,391		36,545		2,589,172		2,625,717		17
Other commercial	5,678		72,719		78,397		7,883,015		7,961,412		—
Total real estate	29,090		101,110		130,200		13,241,507		13,371,707		17
Commercial:
Commercial	4,845		29,244		34,089		2,406,418		2,440,507		89
Agricultural	794		786		1,580		331,498		333,078		—
Total commercial	5,639		30,030		35,669		2,737,916		2,773,585		89
Other	—		3		3		665,804		665,807		—
Total	$	37,540	$	131,992	$	169,532	$	16,941,564	$	17,111,096	$	709


(In thousands)	Gross 30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		90 Days Past Due & Accruing
December 31, 2024
Consumer:
Credit cards	$	1,824	$	635	$	2,459	$	179,216	$	181,675	$	529
Other consumer	1,752		381		2,133		125,186		127,319		—
Total consumer	3,576		1,016		4,592		304,402		308,994		529
Real estate:
Construction and development	332		10,530		10,862		2,778,387		2,789,249		—
Single family residential	34,651		16,013		50,664		2,639,282		2,689,946		—
Other commercial	5,433		26,973		32,406		7,879,930		7,912,336		—
Total real estate	40,416		53,516		93,932		13,297,599		13,391,531		—
Commercial:
Commercial	3,535		27,059		30,594		2,403,581		2,434,175		74
Agricultural	393		104		497		260,657		261,154		—
Total commercial	3,928		27,163		31,091		2,664,238		2,695,329		74
Other	276		3		279		609,804		610,083		—
Total	$	48,196	$	81,698	$	129,894	$	16,876,043	$	17,005,937	$	603

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company has internal loan modification programs for borrowers experiencing financial difficulties. Modifications to borrowers experiencing financial difficulties may include interest rate reductions, principal or interest forgiveness and/or term extensions. The Company primarily uses interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal.

The following table presents a summary of the amortized cost basis of loan modifications granted to borrowers experiencing financial difficulty, segregated by class of loans and type of loan modification, for the three and six month periods ended June 30, 2025.


			Percent of
	Interest Rate		Total Class
(Dollars in thousands)	Reduction		of Loans
Three Months Ended June 30, 2025
Real estate:
Single family residential	$	82	—	%
Total real estate	$	82

Six Months Ended June 30, 2025
Real estate:
Single family residential	$	528	0.02	%
Total real estate	$	528

The financial effects of the loan modifications made to borrowers experiencing financial difficulty were not significant during the three and six month periods ended June 30, 2025. Furthermore, such modifications did not significantly impact the Company’s determination of the allowance for credit losses during those periods.

During the three and six month periods ended June 30, 2024, the Company modified one real estate single family residential loan to a borrower who was experiencing financial difficulty, by way of an interest rate reduction. The loan had a period-end amortized cost basis of $ 663,000 and represented 0.03 % of the single family residential real estate class of loans at June 30, 2024. The financial effects of this loan modification were not significant and the modification did not significantly impact the Company’s determination of the allowance for credit losses on loans during the periods.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty. There was one CRE loan, related to a downtown St. Louis hotel that was originated pre-pandemic, to a borrower experiencing financial difficulty with a period-end amortized cost basis of $ 26.7 million that was modified during the previous twelve months and which subsequently defaulted during the six months ended June 30, 2025. This CRE loan was placed on nonaccrual status during the period. There was one commercial loan to a borrower experiencing financial difficulty with a period-end amortized cost basis of $ 23,000 that was modified and subsequently defaulted during the twelve month period ended June 30, 2024. In relation to loans modified to borrowers experiencing financial difficulty, the Company defines a payment default as a payment received more than 90 days after its due date.

At June 30, 2025 and December 31, 2024, the Company had $ 5.5 million and $ 4.0 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At June 30, 2025 and December 31, 2024, the Company had $ 2.1 million and $ 1.3 million, respectively, of Other Real Estate Owned (“OREO”) secured by residential real estate properties.

Credit Quality Indicators – As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk rating of commercial and real estate loans, (ii) the level of classified commercial and real estate loans, (iii) net charge-offs, (iv) nonperforming loans (see details above) and (v) the general economic conditions of the Company’s local markets.

The Company utilizes a risk rating matrix to assign a risk rate to each of its commercial and real estate loans. Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes including lending management monitoring, executive management and board committee oversight, and independent credit review. A description of the general characteristics of the risk ratings is as follows:

• Pass (Excellent) – This category includes loans which are virtually free of credit risk. Borrowers in this category represent the highest credit quality and greatest financial strength.

• Pass (Good) - Loans under this category possess a nominal risk of default. This category includes borrowers with strong financial strength and superior financial ratios and trends. These loans are generally fully secured by cash or equivalents (other than those rated “excellent”).

• Pass (Acceptable – Average) - Loans in this category are considered to possess a normal level of risk. Borrowers in this category have satisfactory financial strength and adequate cash flow coverage to service debt requirements. If secured, the perfected collateral should be of acceptable quality and within established borrowing parameters.

• Pass (Monitor) - Loans in the Watch (Monitor) category exhibit an overall acceptable level of risk, but that risk may be increased by certain conditions, which represent “red flags”. These “red flags” require a higher level of supervision or monitoring than the normal “Pass” rated credit. The borrower may be experiencing these conditions for the first time, or it may be recovering from weakness, which at one time justified a higher rating. These conditions may include: weaknesses in financial trends; marginal cash flow; one-time negative operating results; non-compliance with policy or borrowing agreements; poor diversity in operations; lack of adequate monitoring information or lender supervision; questionable management ability/stability.

• Special Mention - A loan in this category has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention loans are not adversely classified (although they are “criticized”) and do not expose an institution to sufficient risk to warrant adverse classification. Borrowers may be experiencing adverse operating trends or an ill-proportioned balance sheet. Non-financial characteristics of a Special Mention rating may include management problems, pending litigation, a non-existent or ineffective loan agreement or other material structural weakness, and/or other significant deviation from prudent lending practices.

• Substandard - A Substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the loan.

• Doubtful - A loan classified Doubtful has all the weaknesses inherent in a substandard loan except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. The possibility of loss is extremely high, but because of specific pending events that may strengthen the asset, its classification as loss is deferred. Pending factors include: proposed merger or acquisition; liquidation procedures; capital injection; perfection of liens on additional collateral; and refinancing plans. Loans classified as Doubtful are placed on nonaccrual status.

• Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loans has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless loan, even though partial recovery may be affected in the future. Borrowers in the Loss category are often in bankruptcy, have formally suspended debt repayments, or have otherwise ceased normal business operations. Loans should be classified as Loss and charged-off in the period in which they become uncollectible.

The Company monitors credit quality in the consumer portfolio by delinquency status. The delinquency status of loans is updated daily. A description of the delinquency credit quality indicators is as follows:

• Current - Loans in this category are either current in payments or are under 30 days past due. These loans are considered to have a normal level of risk.

• 30-89 Days Past Due - Loans in this category are between 30 and 89 days past due and are subject to the Company’s loss mitigation process. These loans are considered to have a moderate level of risk.

• 90+ Days Past Due - Loans in this category are 90 days or more past due and are placed on nonaccrual status. These loans have been subject to the Company’s loss mitigation process and foreclosure and/or charge-off proceedings have commenced.

The Company uses a dual risk rating scale that utilizes quantitative models and qualitative factors (“score cards”) to assist in determining the appropriate risk rating for its commercial loans. This dual risk rating methodology incorporates a “probability of default” analysis which utilizes quantified metrics such as loan terms and financial performance, as well as a “loss given default” analysis which utilizes collateral values and economics of the market, among other attributes. Model outputs are reviewed and analyzed to ensure the projected risk levels are commensurate with underwriting and credit leader expectations. The risk rating scale includes Probability of Default levels of 1 – 16 and Loss Given Default levels of A – I. The scale allows for more granular recognition of risk and diversification of grading among traditional Pass grades.

The following is a reconciliation between the expanded risk rating scale and the Company’s traditional risk rating segments utilized within the commercial loan classes presented in the credit quality indicator tables.

• Pass - Includes loans with an expanded risk rating of 1 through 11. Loans with a risk rating of 10 and 11 equate to loans included on management’s “watch list” and is intended to be utilized on a temporary basis for pass grade borrowers where a significant risk-modifying action is anticipated in the near term.

• Special Mention - Includes loans with an expanded risk rating of 12.

• Substandard - Includes loans with an expanded risk rating of 13 and 14.

• Doubtful and loss - Includes loans with an expanded risk rating of 15 and 16.

The following table presents a summary of loans by credit quality indicator, as of June 30, 2025, segregated by class of loans.


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2025 (YTD)		2024		2023		2022		2021		2020 and Prior		Lines of Credit (“LOC”) Amortized Cost Basis		LOC Converted to Term Loans Amortized Cost Basis		Total
Consumer - credit cards
Delinquency:
Current	$	—	$	—	$	—	$	—	$	—	$	—	$	173,583	$	—	$	173,583
30-89 days past due	—		—		—		—		—		—		1,916		—		1,916
90+ days past due	—		—		—		—		—		—		667		—		667
Total consumer - credit cards	—		—		—		—		—		—		176,166		—		176,166
Current-period consumer - credit cards gross charge-offs	—		—		—		—		—		—		3,162		—		3,162
Consumer - other
Delinquency:
Current	53,461		23,012		11,910		11,480		3,123		1,308		18,460		—		122,754
30-89 days past due	45		175		173		409		27		21		45		—		895
90+ days past due	4		71		21		75		8		—		3		—		182
Total consumer - other	53,510		23,258		12,104		11,964		3,158		1,329		18,508		—		123,831
Current-period consumer - other gross charge-offs	6		552		190		481		62		36		80		—		1,407
Real estate - C&D
Risk rating:
Pass	50,044		35,112		103,079		49,930		25,761		31,610		2,473,597		—		2,769,133
Special mention	—		—		—		47		—		—		2,871		—		2,918
Substandard	—		59		—		37		378		44		12,009		—		12,527
Doubtful and loss	—		—		—		—		—		—		—		—		—
Total real estate - C&D	50,044		35,171		103,079		50,014		26,139		31,654		2,488,477		—		2,784,578
Current-period real estate - C&D gross charge-offs	—		—		—		—		2		—		14		—		16
Real estate - SF residential
Delinquency:
Current	125,768		207,969		295,423		520,882		276,904		656,725		505,501		—		2,589,172
30-89 days past due	—		1,926		2,227		2,389		676		8,730		2,206		—		18,154
90+ days past due	115		734		750		5,168		983		7,238		3,403		—		18,391
Total real estate - SF residential	125,883		210,629		298,400		528,439		278,563		672,693		511,110		—		2,625,717
Current-period real estate - SF residential gross charge-offs	—		248		133		73		47		17		186		—		704


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2025 (YTD)		2024		2023		2022		2021		2020 and Prior		Lines of Credit (“LOC”) Amortized Cost Basis		LOC Converted to Term Loans Amortized Cost Basis		Total
Real estate - other commercial
Risk rating:
Pass	$	545,373	$	565,202	$	415,348	$	1,296,447	$	954,520	$	917,826	$	2,744,028	$	—	$	7,438,744
Special mention	—		11,990		2,604		31,513		5,566		19,306		130,294		—		201,273
Substandard	3,801		6,278		17,974		18,861		16,517		43,980		213,984		—		321,395
Doubtful and loss	—		—		—		—		—		—		—		—		—
Total real estate - other commercial	549,174		583,470		435,926		1,346,821		976,603		981,112		3,088,306		—		7,961,412
Current-period real estate - other commercial gross charge-offs	192		353		26		239		24		145		4,176		—		5,155
Commercial
Risk rating:
Pass	220,783		193,414		189,015		203,271		96,536		47,958		1,395,291		—		2,346,268
Special mention	107		767		550		798		178		1,047		31,693		—		35,140
Substandard	3,314		11,376		4,725		6,060		2,445		5,815		25,361		—		59,096
Doubtful and loss	—		—		—		3		—		—		—		—		3
Total commercial	224,204		205,557		194,290		210,132		99,159		54,820		1,452,345		—		2,440,507
Current-period commercial - gross charge-offs	—		51		892		2,322		840		1,824		6,560		—		12,489
Commercial - agriculture
Risk rating:
Pass	36,151		19,999		17,518		12,865		4,894		2,511		236,814		—		330,752
Special mention	576		19		3		97		—		—		2		—		697
Substandard	—		19		210		170		7		162		1,061		—		1,629
Doubtful and loss	—		—		—		—		—		—		—		—		—
Total commercial - agriculture	36,727		20,037		17,731		13,132		4,901		2,673		237,877		—		333,078
Current-period commercial - agriculture gross charge-offs	—		—		11		—		—		—		—		—		11
Other
Delinquency:
Current	22,053		66,965		34,965		133,568		26,536		28,152		353,565		—		665,804
30-89 days past due	—		—		—		—		—		—		—		—		—
90+ days past due	—		—		—		—		—		3		—		—		3
Total other	22,053		66,965		34,965		133,568		26,536		28,155		353,565		—		665,807
Current-period other - gross charge-offs	—		—		—		—		—		—		77		—		77
Total	$	1,061,595	$	1,145,087	$	1,096,495	$	2,294,070	$	1,415,059	$	1,772,436	$	8,326,354	$	—	$	17,111,096

The following table presents a summary of loans by credit quality indicator, as of December 31, 2024, segregated by class of loans.


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2024		2023		2022		2021		2020		2019 and Prior		Lines of Credit (“LOC”) Amortized Cost Basis		LOC Converted to Term Loans Amortized Cost Basis		Total
Consumer - credit cards
Delinquency:
Current	$	—	$	—	$	—	$	—	$	—	$	—	$	179,216	$	—	$	179,216
30-89 days past due	—		—		—		—		—		—		1,824		—		1,824
90+ days past due	—		—		—		—		—		—		635		—		635
Total consumer - credit cards	—		—		—		—		—		—		181,675		—		181,675
Current-period consumer - credit cards gross charge-offs	—		—		—		—		—		—		6,437		—		6,437
Consumer - other
Delinquency:
Current	63,986		17,227		17,877		4,713		1,304		893		19,186		—		125,186
30-89 days past due	515		176		701		59		14		2		285		—		1,752
90+ days past due	85		56		183		20		—		35		2		—		381
Total consumer - other	64,586		17,459		18,761		4,792		1,318		930		19,473		—		127,319
Current-period consumer - other gross charge-offs	192		680		553		98		13		10		292		—		1,838
Real estate - C&D
Risk rating:
Pass	50,288		113,056		71,908		28,921		18,187		20,653		2,468,334		—		2,771,347
Special mention	—		—		50		—		—		376		2,862		—		3,288
Substandard	59		409		66		532		—		88		13,460		—		14,614
Doubtful and loss	—		—		—		—		—		—		—		—		—
Total real estate - C&D	50,347		113,465		72,024		29,453		18,187		21,117		2,484,656		—		2,789,249
Current-period real estate - C&D gross charge-offs	162		—		—		—		—		—		521		—		683
Real estate - SF residential
Delinquency:
Current	225,040		324,605		559,278		314,700		187,752		543,590		484,317		—		2,639,282
30-89 days past due	1,205		4,201		9,578		3,316		1,525		12,389		2,437		—		34,651
90+ days past due	1,016		606		4,578		630		1,299		3,951		3,933		—		16,013
Total real estate - SF residential	227,261		329,412		573,434		318,646		190,576		559,930		490,687		—		2,689,946
Current-period real estate - SF residential gross charge-offs	3		190		231		—		37		134		247		—		842
Real estate - other commercial
Risk rating:
Pass	603,206		490,128		1,519,950		1,021,169		419,769		646,399		2,800,863		—		7,501,484
Special mention	9,479		16,272		12,401		9,494		1,472		12,754		111,466		—		173,338
Substandard	12,093		17,099		11,399		3,063		12,073		31,126		150,661		—		237,514
Doubtful and loss	—		—		—		—		—		—		—		—		—
Total real estate - other commercial	624,778		523,499		1,543,750		1,033,726		433,314		690,279		3,062,990		—		7,912,336
Current-period real estate - other commercial gross charge-offs	—		5,202		38		15		—		1		168		—		5,424


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2024		2023		2022		2021		2020		2019 and Prior		Lines of Credit (“LOC”) Amortized Cost Basis		LOC Converted to Term Loans Amortized Cost Basis		Total
Commercial
Risk rating:
Pass	$	245,945	$	253,518	$	257,227	$	118,910	$	28,620	$	44,606	$	1,411,467	$	200	$	2,360,493
Special mention	112		583		523		313		6		1,025		7,498		—		10,060
Substandard	10,743		2,035		8,317		2,876		2,954		5,923		30,771		—		63,619
Doubtful and loss	—		—		3		—		—		—		—		—		3
Total commercial	256,800		256,136		266,070		122,099		31,580		51,554		1,449,736		200		2,434,175
Current-period commercial - gross charge-offs	536		1,087		5,311		3,500		913		1,994		13,289		—		26,630
Commercial - agriculture
Risk rating:
Pass	30,103		23,222		20,673		8,220		2,825		1,209		169,849		—		256,101
Special mention	—		—		111		—		—		—		2,299		—		2,410
Substandard	1,222		14		29		—		123		14		1,241		—		2,643
Doubtful and loss	—		—		—		—		—		—		—		—		—
Total commercial - agriculture	31,325		23,236		20,813		8,220		2,948		1,223		173,389		—		261,154
Current-period commercial - agriculture gross charge-offs	—		222		—		8		6		—		1		—		237
Other
Delinquency:
Current	71,671		35,574		136,416		26,930		1,287		30,085		307,841		—		609,804
30-89 days past due	—		276		—		—		—		—		—		—		276
90+ days past due	—		—		—		—		—		3		—		—		3
Total other	71,671		35,850		136,416		26,930		1,287		30,088		307,841		—		610,083
Current-period other - gross charge-offs	—		—		—		—		—		—		473		—		473
Total	$	1,326,768	$	1,299,057	$	2,631,268	$	1,543,866	$	679,210	$	1,355,121	$	8,170,447	$	200	$	17,005,937

Allowance for Credit Losses

Allowance for Credit Losses – The allowance for credit losses is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations. The allowance, in the judgment of management, is necessary to reserve for expected loan losses and risks inherent in the loan portfolio. The Company’s allowance for credit loss methodology includes reserve factors calculated to estimate current expected credit losses to amortized cost balances over the remaining contractual life of the portfolio, adjusted for prepayments, in accordance with ASC Topic 326-20, Financial Instruments - Credit Losses . Accordingly, the methodology is comprised of two components: individual assessments on loans with unique risk characteristics and collective assessments for loans that share similar risk characteristics. Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated for collective assessment. The Company uses statistically-based models that leverage assumptions about current and future economic conditions throughout the contractual life of the loan. Expected credit losses are estimated by either lifetime loss rates or expected loss cash flows based on three key parameters: probability-of-default (“PD”), exposure-at-default (“EAD”), and loss-given-default (“LGD”). Future economic conditions are incorporated to the extent that they are reasonable and supportable. Beyond the reasonable and supportable periods, the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenarios. To determine the best estimate of credit losses as of June 30, 2025, the Company utilized a probability-weighted, multiple-scenario approach consisting of Baseline, Upside (S1), and Downside (S3) scenarios published by Moody’s Analytics in June 2025 that was updated to reflect the U.S. economic outlook. The Company also includes qualitative adjustments to the allowance based on factors and considerations that have not otherwise been fully accounted for. These factors may include but are not limited to portfolio trends and considerations, other economic considerations, policy actions, concentration risk, or imprecision risk.

Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated into homogeneous segments for assessment. Reserve factors are based on estimated probability of default and loss given default for each segment. The estimates are determined based on economic forecasts over the reasonable and supportable forecast period based on projected performance of economic variables that have a statistical relationship with the historical loss experience of the segments.

Loans that have unique risk characteristics are evaluated on an individual basis. These evaluations are typically performed on loans with a deteriorated internal risk rating. For a collateral-dependent loan, the Company’s evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan. If a loss is determined to be probable, the loss is included in the allowance for credit losses as a specific allocation.

Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 114.1 million and $ 102.6 million as of June 30, 2025 and December 31, 2024, respectively, as further detailed in the table below. The collateral securing these loans consist of commercial real estate properties, residential properties, and other business assets.


(In thousands)	Real Estate Collateral		Other Collateral		Total
June 30, 2025
Construction and development	$	500	$	—	$	500
Single family residential	—		—		—
Other commercial real estate	91,110		—		91,110
Commercial	—		22,521		22,521
Total	$	91,610	$	22,521	$	114,131

December 31, 2024
Construction and development	$	1,251	$	—	$	1,251
Single family residential	—		—		—
Other commercial real estate	69,429		—		69,429
Commercial	—		31,900		31,900
Total	$	70,680	$	31,900	$	102,580

The following table details activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2025. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


(In thousands)	Commercial		Real Estate		Credit Card		Other Consumer and Other		Total
Allowance for credit losses:
Three Months Ended June 30, 2025
Beginning balance, April 1, 2025	$	39,913	$	200,079	$	6,117	$	6,059	$	252,168
Provision for credit loss expense	5,073		5,269		1,338		265		11,945
Charge-offs	( 8,257 )		( 1,450 )		( 1,702 )		( 351 )		( 11,760 )
Recoveries	469		87		334		294		1,184
Net (charge-offs) recoveries	( 7,788 )		( 1,363 )		( 1,368 )		( 57 )		( 10,576 )
Ending balance, June 30, 2025	$	37,198	$	203,985	$	6,087	$	6,267	$	253,537


(In thousands)	Commercial		Real Estate		Credit Card		Other Consumer and Other		Total
Six Months Ended June 30, 2025
Beginning balance, January 1, 2025	$	41,587	$	181,962	$	6,007	$	5,463	$	235,019
Provision for credit loss expense	6,645		27,712		2,697		1,688		38,742
Charge-offs	( 12,500 )		( 5,875 )		( 3,162 )		( 1,484 )		( 23,021 )
Recoveries	1,466		186		545		600		2,797
Net (charge-offs) recoveries	( 11,034 )		( 5,689 )		( 2,617 )		( 884 )		( 20,224 )
Ending balance, June 30, 2025	$	37,198	$	203,985	$	6,087	$	6,267	$	253,537

Activity in the allowance for credit losses for the three and six months ended June 30, 2024 was as follows:


(In thousands)	Commercial		Real Estate		Credit Card		Other Consumer and Other		Total
Allowance for credit losses:
Three Months Ended June 30, 2024
Beginning balance, April 1, 2024	$	35,191	$	180,414	$	5,768	$	5,994	$	227,367
Provision for credit loss expense	15,147		( 5,187 )		1,194		( 55 )		11,099
Charge-offs	( 7,243 )		( 123 )		( 1,418 )		( 550 )		( 9,334 )
Recoveries	455		72		221		509		1,257
Net (charge-offs) recoveries	( 6,788 )		( 51 )		( 1,197 )		( 41 )		( 8,077 )
Ending balance, June 30, 2024	$	43,550	$	175,176	$	5,765	$	5,898	$	230,389

Six Months Ended June 30, 2024
Beginning balance, January 1, 2024	$	36,470	$	177,177	$	5,868	$	5,716	$	225,231
Provision for credit loss expense	18,019		172		2,492		622		21,305
Charge-offs	( 11,836 )		( 2,980 )		( 3,064 )		( 1,282 )		( 19,162 )
Recoveries	897		807		469		842		3,015
Net (charge-offs) recoveries	( 10,939 )		( 2,173 )		( 2,595 )		( 440 )		( 16,147 )
Ending balance, June 30, 2024	$	43,550	$	175,176	$	5,765	$	5,898	$	230,389

As of June 30, 2025, the Company’s allowance for credit losses was considered sufficient based upon expected losses that were supported by scenario-weighted economic forecasts. The provision expense for the three and six months ended June 30, 2025 reflected an incremental provision expense of $ 15.6 million related to two specific credit relationships which migrated to nonperforming during the year, as well as the impact of loan growth and updated economic assumptions during the periods.

Reserve for Unfunded Commitments

In addition to the allowance for credit losses, the Company has established a reserve for unfunded commitments, classified in other liabilities. This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments. The reserve for unfunded commitments was $ 25.6 million for both periods ended June 30, 2025 and December 31, 2024. The adequacy of the reserve for unfunded commitments is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses. No adjustment was made to the reserve for unfunded commitments during the three and six month periods ended June 30, 2025 or 2024, as it was considered sufficient to cover any loss expectations.

Provision for Credit Losses

Provision for credit losses is determined by the Company as the amount to be added to the allowance for credit loss accounts for various types of financial instruments including loans, securities and off-balance-sheet credit exposure after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb expected credit losses over the lives of the respective financial instruments.

The components of the provision for credit losses for the three and six month periods ended June 30, 2025 and 2024 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Provision for credit losses related to:
Loans	$	11,945	$	11,099	$	38,742	$	21,305
Unfunded commitments	—		—		—		—
Securities - HTM	—		—		—		—
Securities - AFS	—		—		—		—
Total	$	11,945	$	11,099	$	38,742	$	21,305

NOTE 4: RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES

The Company accounts for its leases in accordance with ASC Topic 842, Leases , which requires recognition of most leases, including operating leases, with a term greater than 12 months on the balance sheet. At lease commencement, the lease contract is reviewed to determine whether the contract is a finance lease or an operating lease; a lease liability is recognized on a discounted basis, related to the Company’s obligation to make lease payments; and a right-of-use asset is also recognized related to the Company’s right to use, or control the use of, a specified asset for the lease term. The Company accounts for lease and non-lease components (such as taxes, insurance and common area maintenance costs) separately as such amounts are generally readily determinable under the lease contracts. Lease payments over the expected term are discounted using the Company’s Federal Home Loan Bank (“FHLB”) advance rates for borrowings of similar term. If it is reasonably certain that a renewal or termination option will be exercised, the effects of such options are included in the determination of the expected lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company’s leases are classified as operating leases with a term, including expected renewal or termination options, greater than one year, and are related to certain office facilities and office equipment. The following table presents information as of June 30, 2025 and December 31, 2024 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.


	June 30,			December 31,
(Dollars in thousands)	2025			2024
Right-of-use lease assets	$	62,766		$	67,224
Lease liabilities	64,907			69,319

Weighted average remaining lease term	7.96 years			8.33 years
Weighted average discount rate	3.77		%	3.81		%

Operating lease cost for the three and six month periods ended June 30, 2025 was $ 3.8 million and $ 8.0 million, respectively, as compared to $ 4.1 million and $ 8.2 million for the same periods in 2024.

NOTE 5: PREMISES AND EQUIPMENT

Premises and equipment are stated at cost less accumulated depreciation and amortization. Total premises and equipment, net at June 30, 2025 and December 31, 2024 were as follows:


	June 30,		December 31,
(In thousands)	2025		2024
Right-of-use lease assets	$	62,766	$	67,224
Premises and equipment:
Land	118,308		124,819
Buildings and improvements	413,828		404,223
Furniture, fixtures and equipment	125,216		123,741
Software	64,657		63,844
Construction in progress	22,635		24,262
Accumulated depreciation and amortization	( 234,250 )		( 222,682 )
Total premises and equipment, net	$	573,160	$	585,431

NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is tested annually, or more often than annually, if circumstances warrant, for impairment. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. Goodwill totaled $ 1.32 billion at June 30, 2025 and December 31, 2024. Goodwill impairment was neither indicated no r recorded during the six months ended June 30, 2025 or the year ended December 31, 2024.

Core deposit premiums represent the value of the relationships that acquired banks had with their deposit customers and are amortized over periods ranging from 10 years to 15 years and are periodically evaluated, at least annually, as to the recoverability of their carrying value. Other intangible assets represent the value of other acquired relationships, including relationships with trust and wealth management customers, and are being amortized over various periods ranging from 8 years to 15 years.

Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at June 30, 2025 and December 31, 2024 were as follows:


	June 30,		December 31,
(In thousands)	2025		2024
Core deposit premiums:
Balance, beginning of year	$	87,575	$	101,344
Amortization	( 5,808 )		( 13,769 )
Balance, end of period	81,767		87,575
Books of business and other intangibles:
Balance, beginning of year	9,667		11,301
Amortization	( 817 )		( 1,634 )
Balance, end of period	8,850		9,667
Total other intangible assets, net	$	90,617	$	97,242

The carrying basis and accumulated amortization of the Company’s other intangible assets at June 30, 2025 and December 31, 2024 were as follows:


	June 30,		December 31,
(In thousands)	2025		2024
Core deposit premiums:
Gross carrying amount	$	173,305	$	177,624
Accumulated amortization	( 91,538 )		( 90,049 )
Core deposit premiums, net	81,767		87,575
Books of business and other intangibles:
Gross carrying amount	22,068		22,068
Accumulated amortization	( 13,218 )		( 12,401 )
Books of business and other intangibles, net	8,850		9,667
Total other intangible assets, net	$	90,617	$	97,242

The Company’s estimated remaining amortization expense on other intangible assets as of June 30, 2025 is as follows:


(In thousands)	Year	Amortization Expense
	Remainder of 2025	$	6,194
	2026	12,346
	2027	12,218
	2028	11,312
	2029	8,563
	Thereafter	39,984
	Total	$	90,617

NOTE 7: TIME DEPOSITS

Time deposits included approximately $ 1.49 billion and $ 1.55 billion of certificates of deposit over $250,000 at June 30, 2025 and December 31, 2024, respectively. Brokered time deposits were $ 3.24 billion and $ 3.30 billion at June 30, 2025 and December 31, 2024, respectively.

NOTE 8: INCOME TAXES

The provision for income taxes is comprised of the following components for the periods indicated below:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Income taxes currently payable	$	10,529	$	7,605	$	17,428	$	13,360
Deferred income taxes	( 1,658 )		( 1,617 )		( 2,745 )		( 1,238 )
Provision for income taxes	$	8,871	$	5,988	$	14,683	$	12,122

The tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows:


	June 30,		December 31,
(In thousands)	2025		2024
Deferred tax assets:
Loans acquired	$	1,588	$	2,141
Allowance for credit losses	59,450		55,196
Valuation of foreclosed assets	375		374
Tax NOLs from acquisition	9,868		9,945
Deferred compensation payable	4,005		3,989
Accrued equity and other compensation	7,320		9,323
Acquired securities	7,526		7,504
Right-of-use lease liability	15,417		16,416
Unrealized loss on AFS securities	125,578		128,873
Allowance for unfunded commitments	6,087		6,069
Other	7,016		7,163
Gross deferred tax assets	244,230		246,993
Deferred tax liabilities:
Goodwill and other intangible amortization	( 37,222 )		( 38,139 )
Accumulated depreciation	( 24,617 )		( 24,489 )
Right-of-use lease asset	( 14,908 )		( 15,920 )
Unrealized gain on swaps	( 17,254 )		( 25,174 )
Other	( 12,856 )		( 13,268 )
Gross deferred tax liabilities	( 106,857 )		( 116,990 )

Net deferred tax asset	$	137,373	$	130,003

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown for the periods indicated below:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Computed at the statutory rate (21%)	$	13,365	$	9,819	$	21,387	$	19,270
Increase (decrease) in taxes resulting from:
State income taxes, net of federal tax benefit	708		( 301 )		436		( 726 )
Discrete items related to share-based compensation	( 64 )		14		131		468
Tax exempt interest income	( 3,809 )		( 3,841 )		( 7,617 )		( 7,708 )
Tax exempt earnings on BOLI	( 754 )		( 781 )		( 1,550 )		( 1,621 )
Federal tax credits	( 653 )		( 561 )		( 1,300 )		( 1,121 )
Other differences, net	78		1,639		3,196		3,560
Actual tax provision	$	8,871	$	5,988	$	14,683	$	12,122

The Company follows ASC Topic 740, Income Taxes , which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC Topic 740 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. The Company has no history of expiring net operating loss carryforwards and is projecting significant pre-tax and financial taxable income in future years. The Company expects to fully realize its deferred tax assets in the future.

The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to the statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the addition or elimination of uncertain tax positions.

Section 382 of the Internal Revenue Code imposes an annual limit on the ability of a corporation that undergoes an “ownership change” to use its U.S. net operating losses to reduce its tax liability. The Company has engaged in three tax-free reorganization transactions in which acquired net operating losses are limited pursuant to Section 382. In total, approximately $ 30.7 million of federal net operating losses subject to the IRC Section 382 annual limitation are expected to be utilized by the Company. All of the acquired net operating loss carryforwards are expected to be fully utilized by 2036.

The Company files income tax returns in the U.S. federal jurisdiction. The Company’s U.S. federal income tax returns are open and subject to examinations from the 2021 tax year and forward. The Company’s various state income tax returns are generally open from the 2021 and later tax return years based on individual state statute of limitations.

NOTE 9: SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company utilizes securities sold under agreements to repurchase to facilitate the needs of its customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis. The Company may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.

The gross amount of recognized liabilities for repurchase agreements was $ 30.9 million and $ 36.7 million at June 30, 2025 and December 31, 2024, respectively. The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of June 30, 2025 and December 31, 2024 is presented in the following tables.


	Remaining Contractual Maturity of the Agreements
(In thousands)	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
June 30, 2025
Repurchase agreements:
U.S. Government agencies	$	30,906	$	—	$	—	$	—	$	30,906

December 31, 2024
Repurchase agreements:
U.S. Government agencies	$	36,709	$	—	$	—	$	—	$	36,709

NOTE 10: OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES

Debt at June 30, 2025 and December 31, 2024 consisted of the following components:


	June 30,		December 31,
(In thousands)	2025		2024
Other Borrowings
FHLB advances, net of discount, due 2025 to 2033, 4.38 % to 5.53 % secured by real estate loans	$	617,800	$	727,945
Other long-term debt	16,549		17,427
Total other borrowings	634,349		745,372

Subordinated Notes and Debentures
Subordinated notes payable, due 4/1/2028, fixed-to-floating rate (fixed rate of 5.00 % through 3/31/2023, floating rate of 2.15 % above the three-month SOFR rate, reset quarterly)	330,000		330,000
Subordinated notes payable, net of premium adjustments, due 7/31/2030, fixed-to-floating rate (fixed rate of 6.00 % through 7/30/2025, floating rate of 5.92 % above the three-month SOFR rate, reset quarterly)	37,000		37,057
Unamortized debt issuance costs	( 631 )		( 764 )
Total subordinated notes and debentures	366,369		366,293
Total other borrowings and subordinated debt	$	1,000,718	$	1,111,665

In March 2018, the Company issued $ 330.0 million in aggregate principal amount, of 5.00 % Fixed-to-Floating Rate Subordinated Notes (“Notes”) at a public offering price equal to 100 % of the aggregate principal amount of the Notes. The Company incurred $ 3.6 million in debt issuance costs related to the offering during March 2018. The Notes will mature on April 1, 2028 and initially bore interest at a fixed rate of 5.00 % per annum, payable semi-annually in arrears. From and including April 1, 2023 to, but excluding, the maturity date or the date of earlier redemption, the interest rate resets quarterly to an annual interest rate equal to the “then-current three month LIBOR rate” plus 215 basis points, payable quarterly in arrears, and the Company transitioned from the “then-current three month LIBOR rate” to the “three-month Secured Overnight Financing Rate” (“SOFR”), plus a comparable spread adjustment of 26.161 basis points,” beginning with interest accrued on the Notes from and after October 1, 2023. The Notes will be subordinated in right of payment to the payment of the Company’s other existing and future senior indebtedness, including all of its general creditors. The Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of its subsidiaries. The Company used a portion of the net proceeds from the sale of the Notes to repay certain outstanding indebtedness. The Notes qualify for Tier 2 capital treatment.

The Company assumed subordinated debt in an aggregate principal amount, net of premium adjustments, of $ 37.4 million in connection with the Spirit acquisition in April 2022 (the “Spirit Notes”). Subject to the redemption described below, the Spirit Notes would mature on July 31, 2030, and initially bear interest at a fixed annual rate of 6.00 %, payable quarterly, in arrears, to, but excluding, July 31, 2025. From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month SOFR rate, as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears. During the third quarter of 2025, the Company issued a notice of redemption to redeem the Spirit Notes, which were redeemed in full on July 31, 2025. See Note 23, Subsequent Events, for additional information.

The Company had total outstanding FHLB advances of $ 617.8 million and $ 727.9 million at June 30, 2025 and December 31, 2024, respectively, which are primarily whole loan advances, are due less than one year from origination and therefore are classified as short-term advances by the Company. At June 30, 2025, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 6.69 billion and the Company had approximately $ 5.13 billion of additional advances available from the FHLB.

The Company’s long-term debt primarily includes subordinated debt and other notes payable. Aggregate annual maturities of long-term debt at June 30, 2025, are as follows:


Year	(In thousands)
Remainder of 2025	$	875
2026	1,824
2027	1,919
2028	332,792
2029	10,190
Thereafter	38,119
Total	$	385,719

NOTE 11: CONTINGENT LIABILITIES

In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings incidental to the conduct of its business, including proceedings based on breach of contract claims, lender liability claims, and other ordinary-course claims, some of which seek substantial relief or damages.

The Company establishes reserves for legal proceedings when potential losses become probable and can be reasonably estimated. While the ultimate resolution (including amounts thereof) of any legal proceedings cannot be determined at this time, based on information presently available and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s business, consolidated results of operations, financial condition, or cash flows. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any of these proceedings, which may be material to the Company’s results of operations for a given fiscal period.

NOTE 12: CAPITAL STOCK

On February 27, 2009, at a special meeting, the Company’s shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $ 0.01 par value. On April 27, 2022, the Company’s shareholders approved amendments to the Company’s Articles of Incorporation to remove an $ 80.0 million cap on the aggregate liquidation preference associated with the preferred stock and increase the number of authorized shares of the Company’s Class A common stock from 175,000,000 to 350,000,000 .

On October 29, 2019, the Company filed Amended and Restated Articles of Incorporation (“October Amended Articles”) with the Arkansas Secretary of State. The October Amended Articles classified and designated Series D Preferred Stock, Par Value $ 0.01 Per Share (“Series D Preferred Stock”), out of the Company’s authorized preferred stock. On November 30, 2021, the Company redeemed all of the Series D Preferred Stock, including accrued and unpaid dividends. On April 27, 2022, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to remove the classification and designation for the Series D Preferred Stock. As of June 30, 2025, there were no shares of preferred stock issued or outstanding.

On May 17, 2024, the Company filed a shelf registration with the SEC. The shelf registration statement provides increased flexibility and more efficient access to raise capital from time to time through the sale of common stock, preferred stock, debt securities, depository shares, warrants, purchase contracts, subscription rights, units or a combination thereof, subject to market conditions. Specific terms and prices are determined at the time of any offering under a separate prospectus supplement that the Company is required to file with the SEC at the time of the specific offering.

In January 2022, the Company’s Board of Directors authorized a stock repurchase program (“2022 Program”) under which the Company could repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding. Because the 2022 Program was set to terminate on January 31, 2024, the Company’s Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which the Company may repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding. The 2024 Program will be executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will terminate on January 31, 2026 (unless terminated sooner).

Under the 2024 Program, which replaced the 2022 Program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions or otherwise. The timing, pricing, and amount of any repurchases under the 2024 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 Company’s common stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements. The 2024 Program does not obligate the Company to repurchase any common stock and may be modified, discontinued, or suspended at any time without prior notice. The Company anticipates funding for this 2024 Program to come from available sources of liquidity, including cash on hand and future cash flow.

No shares were repurchased during the three and six month periods ended June 30, 2025 and 2024. Market conditions and the Company’s capital needs, among other things, will drive decisions regarding additional, future stock repurchases.

NOTE 13: UNDIVIDED PROFITS

Simmons Bank, the Company’s subsidiary bank, is subject to legal limitations on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. The approval of the Commissioner of the Arkansas State Bank Department is required if the total of all dividends declared by an Arkansas state bank in any calendar year exceeds seventy-five percent ( 75 %) of the total of its net profits, as defined, for that year combined with seventy-five percent ( 75 %) of its retained net profits of the preceding year. Since Simmons Bank is also under supervision of the Federal Reserve, it is further limited if the total of all dividends declared in any calendar year by Simmons Bank exceeds its net income to date for that year combined with its retained net profits for the preceding two years. At June 30, 2025, undivided profits of Simmons Bank were approximately $ 576.9 million, $ 78.2 million of which were available for payment of dividends to the Company, without prior regulatory approval.

The risk-based capital guidelines of the Federal Reserve Board and the Arkansas State Bank Department include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. The criteria for a well-capitalized institution are: a 5 % “Tier l leverage capital” ratio, an 8 % “Tier 1 risk-based capital” ratio, 10 % “total risk-based capital” ratio; and a 6.5 % “common equity Tier 1 (CET1)” ratio.

The Company and Simmons Bank must hold a capital conservation buffer of 2.5 % composed of CET1 capital above its minimum risk-based capital requirements. Failure to meet this capital conservation buffer would result in additional limits on dividends, other distributions and discretionary bonuses. As of June 30, 2025, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules. The Company’s CET1 ratio was 12.36 % at June 30, 2025.

NOTE 14: STOCK-BASED COMPENSATION

The Company’s Board of Directors has adopted various stock-based compensation plans, including the 2023 Stock and Incentive Plan that was approved by shareholders and became effective April 18, 2023. The plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units and stock awards. Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awards of restricted stock, restricted stock units, performance stock units or stock awards granted to directors, officers and other key employees or consultants.

The table below summarizes the transactions under the Company’s active stock-based compensation plans for the six months ended June 30, 2025:


	Stock Options Outstanding			Non-vested Stock Awards Outstanding			Non-vested Stock Units Outstanding
(Shares in thousands)	Number of Shares	Weighted Average Exercise Price		Number of Shares	Weighted Average Grant-Date Fair Value		Number of Shares	Weighted Average Grant-Date Fair Value
Beginning balance, January 1, 2025	323	$	22.92	—	$	—	1,521	$	21.04
Granted	—	—		—	—		708	20.78
Stock options exercised	—	—		—	—		—	—
Stock awards/units vested (earned)	—	—		—	—		( 441 )	21.50
Forfeited/expired	( 5 )	22.20		—	—		( 109 )	26.40

Balance, June 30, 2025	318	$	22.93	—	$	—	1,679	$	20.43

Exercisable, June 30, 2025	318	$	22.93

The following table summarizes information about stock options under the plans outstanding at June 30, 2025:


					Options Outstanding			Options Exercisable
Range of Exercise Prices					Number of Shares (In thousands)	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price	Number of Shares (In thousands)	Weighted Average Exercise Price

$	22.75	—	$	22.75	249	0.11	$ 22.75	249	$ 22.75
23.51		—	23.51		62	0.55	23.51	62	23.51
24.07		—	24.07		7	0.21	24.07	7	24.07
$	22.75	—	$	24.07	318	0.20	$ 22.93	318	$ 22.93

The table below summarizes the Company’s performance stock unit activity for the six months ended June 30, 2025:


(In thousands)						Performance Stock Units
Non-vested, January 1, 2025						523
Granted						127
Vested (earned)						( 20 )
Forfeited						( 118 )
Non-vested, June 30, 2025						512

Stock-based compensation expense was $ 8.6 million and $ 7.5 million during the six month periods ended June 30, 2025 and 2024, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all stock-based awards. There was no unrecognized stock-based compensation expense related to stock options at June 30, 2025. Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 19.3 million at June 30, 2025. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 1.8 years.

There was no intrinsic value of stock options outstanding and stock options exercisable at June 30, 2025. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 18.96 as of June 30, 2025, and the exercise price multiplied by the number of options outstanding. There was no intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024.

The fair value of the Company’s employee stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. There were no stock options granted during the six months ended June 30, 2025 and 2024.

NOTE 15: EARNINGS PER SHARE (“EPS”)

Basic EPS is computed by dividing reported net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing reported net income available to common stockholders by the weighted average common shares and all potential dilutive common shares outstanding during the period.

The computation of earnings per share is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2025		2024		2025		2024
Net income available to common stockholders	$	54,773	$	40,763	$	87,161	$	79,634

Average common shares outstanding	125,962		125,469		125,882		125,404
Average potential dilutive common shares	444		289		444		289
Average diluted common shares	126,406		125,758		126,326		125,693

Basic earnings per share	$	0.43	$	0.32	$	0.69	$	0.64
Diluted earnings per share	$	0.43	$	0.32	$	0.69	$	0.63

There were 317,660 stock options excluded from the three and six months ended June 30, 2025 earnings per share calculation due to the related stock option exercise price exceeding the average market price of the Company’s stock during the period. There were 410,490 stock options excluded from the earnings per share calculation for the three and six months ended June 30, 2024 due to the related stock option exercise price exceeding the average market price of the Company’s stock during the period.

NOTE 16: ADDITIONAL CASH FLOW INFORMATION

The following is a summary of the Company’s additional cash flow information:


	Six Months Ended June 30,
(In thousands)	2025		2024
Interest paid	$	301,513	$	325,530
Income taxes paid	5,635		3,651
Transfers of loans to foreclosed assets held for sale	4,491		770

NOTE 17: OTHER INCOME AND OTHER OPERATING EXPENSES

Other income for the three and six months ended June 30, 2025 was $ 4.8 million and $ 12.8 million, respectively. Other income for the three and six months ended June 30, 2024 was $ 6.4 million and $ 13.6 million, respectively.

Other operating expenses consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Professional services	$	6,192	$	6,329	$	11,059	$	10,396
Postage	2,250		2,174		4,530		4,211
Telephone	1,594		1,560		3,073		3,280
Credit card expense	3,191		3,215		6,220		6,543
Marketing	6,612		6,359		13,438		13,007
Software and technology	10,485		10,872		20,521		21,615
Operating supplies	487		607		1,114		1,246
Amortization of intangibles	3,098		3,852		6,625		7,702
Branch right sizing expense	163		519		1,157		755
Other expense	8,204		9,865		20,590		19,110
Total other operating expenses	$	42,276	$	45,352	$	88,327	$	87,865

NOTE 18: OPERATING SEGMENTS

Operating segments are components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company is organized with community and commercial banking groups. Each of these groups provide one or more similar banking services, including such products and services as loans; time deposits, checking and savings accounts; treasury management; and credit cards. Loan products include consumer, real estate, commercial, agricultural, equipment, warehouse lending and SBA lending. The individual banking groups have similar operating and economic characteristics. While the CODM monitors the revenue streams of the various products, services, branch locations, divisions and groups, operations are managed, financial performance is evaluated, and management makes decisions on how to allocate resources, on a Company-wide basis. Accordingly, the respective groups are considered by management to be aggregated into one reportable operating segment.

The Company also considers its wealth group, which provides trust and investment services, as well as insurance services, to be operating segments. Information on these segments is not reported separately since they do not meet the quantitative thresholds under ASC Topic 280-10-50-12, and, as a result, are reported within “Other” in the following table.

The Company’s CODM is the chief executive officer. The CODM evaluates the performance of the Company’s reportable operating segments using net interest income and net income. The CODM analyzes on the spread between interest revenue and interest expense (net interest income) to assess performance and to allocate operating and capital resources. Therefore, interest revenue is presented net of interest expense. Additionally, the CODM reviews budgeted net income versus actual net income of the Company to allocate resources to meet the Company’s strategic objectives.

The following table provides a summary of the Company’s reportable operating segment results for the three and six months ended June 30, 2025 and 2024.


	Three Months Ended
	June 30, 2025						June 30, 2024
(In thousands)	Community and Commercial Banking		Other		Consolidated		Community and Commercial Banking		Other		Consolidated
Net interest income	$	172,390	$	( 566 )	$	171,824	$	153,762	$	143	$	153,905
Noninterest income	32,766		9,588		42,354		34,026		9,273		43,299
Total net revenue	205,156		9,022		214,178		187,788		9,416		197,204
Noninterest expense:
Salaries and employee benefits	69,176		4,686		73,862		65,907		4,809		70,716
Occupancy expense, net	11,361		483		11,844		11,420		444		11,864
Furniture and equipment expense	5,474		—		5,474		5,622		1		5,623
Deposit insurance	4,917		—		4,917		5,682		—		5,682
Other operating expenses (1)	40,871		1,621		42,492		43,842		1,627		45,469
Total noninterest expense	131,799		6,790		138,589		132,473		6,881		139,354
Income before provision for credit losses and income taxes	73,357		2,232		75,589		55,315		2,535		57,850
Provision for credit losses	11,945		—		11,945		11,099		—		11,099
Income tax expense	8,866		5		8,871		5,969		19		5,988
Net income	$	52,546	$	2,227	$	54,773	$	38,247	$	2,516	$	40,763

	Six Months Ended
	June 30, 2025						June 30, 2024
(In thousands)	Community and Commercial Banking		Other		Consolidated		Community and Commercial Banking		Other		Consolidated
Net interest income	$	335,262	$	( 16 )	$	335,246	$	305,681	$	130	$	305,811
Noninterest income	69,125		19,384		88,509		68,227		18,256		86,483
Total net revenue	404,387		19,368		423,755		373,908		18,386		392,294
Noninterest expense:
Salaries and employee benefits	139,200		9,486		148,686		134,150		9,219		143,369
Occupancy expense, net	23,535		960		24,495		23,227		895		24,122
Furniture and equipment expense	10,939		—		10,939		10,762		2		10,764
Deposit insurance	10,308		—		10,308		12,817		—		12,817
Other operating expenses (1)	85,790		2,951		88,741		84,867		3,294		88,161
Total noninterest expense	269,772		13,397		283,169		265,823		13,410		279,233
Income before provision for credit losses and income taxes	134,615		5,971		140,586		108,085		4,976		113,061
Provision for credit losses	38,742		—		38,742		21,305		—		21,305
Income tax expense	14,668		15		14,683		12,074		48		12,122
Net income	$	81,205	$	5,956	$	87,161	$	74,706	$	4,928	$	79,634

(In thousands)	Community and Commercial Banking		Other		Consolidated
Assets as of:
June 30, 2025	$	26,686,838	$	6,782	$	26,693,620
June 30, 2024	$	27,362,115	$	6,957	$	27,369,072

_________________________

(1) Other operating expenses primarily include professional services, marketing, software and technology, amortization of intangibles and other general operating expenses.

NOTE 19: CERTAIN TRANSACTIONS

From time to time, the Company and its subsidiaries have made loans, other extensions of credit, and vendor contracts to directors, officers, their associates and members of their immediate families. Additionally, some directors, officers and their associates and members of their immediate families have placed deposits with the Company’s subsidiary bank, Simmons Bank. Such loans and other extensions of credit, deposits and vendor contracts (which were not material) were made in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated persons or through a competitive bid process. Further, in management’s opinion, these extensions of credit did not involve more than normal risk of collectability or present other unfavorable features.

NOTE 20: COMMITMENTS AND CREDIT RISK

The Company grants agribusiness, commercial and residential loans to customers primarily throughout Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas, along with credit card loans to customers throughout the United States. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

At June 30, 2025, the Company had outstanding commitments to extend credit aggregating approximately $ 766.4 million and $ 4.25 billion for credit card commitments and other loan commitments, respectively. At December 31, 2024, the Company had outstanding commitments to extend credit aggregating approximately $ 756.9 million and $ 4.03 billion for credit card commitments and other loan commitments, respectively.

As of June 30, 2025, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 30.1 million. At December 31, 2024, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 17.8 million. The commitments extend over varying periods of time with the majority being disbursed within a thirty-day period.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $ 60.8 million and $ 41.6 million at June 30, 2025 and December 31, 2024, respectively, with terms ranging from 9 months to 15 years. At June 30, 2025 and December 31, 2024, the Company had no deferred revenue under standby letter of credit agreements.

The Company has purchased letters of credit from the FHLB as security for certain public deposits. The amount of the letters of credit was $ 930.6 million and $ 1.12 billion at June 30, 2025 and December 31, 2024, respectively, and they expire in less than one year from issuance.

NOTE 21: FAIR VALUE MEASUREMENTS

ASC Topic 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value:

• Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.

• Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-sale securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and certain other financial products. Other securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. In order to ensure the fair values are consistent with ASC Topic 820, the Company periodically checks the fair values by comparing them to another pricing source, such as Bloomberg. The availability of pricing confirms Level 2 classification in the fair value hierarchy. The third-party pricing service is subject to an annual review of internal controls. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company’s investment in U.S. Treasury securities, if any, is reported at fair value utilizing Level 1 inputs. The remainder of the Company’s available-for-sale securities are reported at fair value utilizing Level 2 inputs.

Mortgage loans held for sale – Mortgage loans held for sale are reported at fair value on an aggregate basis. Adjustments to fair value are recognized monthly and reflected in earnings. In determining the fair value of loans held for sale, the Company may consider outstanding investor commitments, discounted cash flow analyses with market assumptions or the fair value of the collateral if the loan is collateral dependent. Such loans are classified within either Level 2 or Level 3 of the fair value hierarchy. Where assumptions are made using significant unobservable inputs, such loans held for sale are classified as Level 3. At June 30, 2025 and December 31, 2024, the aggregate fair value of mortgage loans held for sale exceeded their cost.

Derivative instruments – The Company’s derivative instruments are reported at fair value utilizing Level 2 inputs. The Company obtains fair value measurements from dealer quotes.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.


			Fair Value Measurements Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2025
Available-for-sale securities
U.S. Treasury	$	400	$	400	$	—	$	—
U.S. Government agencies	49,498		—		49,498		—
Mortgage-backed securities	1,349,991		—		1,349,991		—
State and political subdivisions	807,842		—		807,842		—
Other securities	197,589		—		197,589		—
Mortgage loans held for sale	16,972		—		—		16,972
Derivative asset	98,887		—		98,887		—
Derivative liability	( 28,076 )		—		( 28,076 )		—

December 31, 2024
Available-for-sale securities
U.S. Treasury	$	996	$	996	$	—	$	—
U.S. Government agencies	54,547		—		54,547		—
Mortgage-backed securities	1,392,759		—		1,392,759		—
States and political subdivisions	858,182		—		858,182		—
Other securities	222,942		—		222,942		—
Mortgage loans held for sale	11,417		—		—		11,417
Derivative asset	127,474		—		127,474		—
Derivative liability	( 24,032 )		—		( 24,032 )		—

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Assets and liabilities measured at fair value on a nonrecurring basis include the following:

Individually assessed loans (collateral-dependent) – When the Company has a specific expectation to initiate, or has initiated, foreclosure proceedings, and when the repayment of a loan is expected to be substantially dependent on the liquidation of underlying collateral, the relationship is deemed collateral-dependent. Fair value of the loan is determined by establishing an allowance for credit loss for any exposure based on the valuation of the underlying collateral. The valuation of the collateral is determined by either an independent third-party appraisal or other collateral analysis. Discounts can be made by the Company based upon the overall evaluation of the independent appraisal. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower’s underlying financial condition. Collateral values supporting the individually assessed loans are evaluated quarterly for updates to appraised values or adjustments due to non-current valuations.

Foreclosed assets and other real estate owned – Foreclosed assets and other real estate owned are reported at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for credit losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets and other real estate owned is estimated using Level 3 inputs based on unobservable market data.

The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral-dependent loans and foreclosed assets primarily relate to the specialized discounting criteria applied to the borrower’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the collateral, as well as other factors which may affect the collectability of the loan. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. It is reasonably possible that a change in the estimated fair value for instruments measured using Level 3 inputs could occur in the future. As the Company’s primary objective in the event of default would be to liquidate the collateral to settle the outstanding balance of the loan, collateral that is less marketable would receive a larger discount.

The following table sets forth the Company’s assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024.


			Fair Value Measurements Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2025
Individually assessed loans (1) (2) (collateral-dependent)	$	114,131	$	—	$	—	$	114,131
Foreclosed assets and other real estate owned (1)	498		—		—		498

December 31, 2024
Individually assessed loans (1) (2) (collateral-dependent)	$	102,580	$	—	$	—	$	102,580
Foreclosed assets and other real estate owned (1)	881		—		—		881

________________________

(1) These amounts represent the resulting carrying amounts on the consolidated balance sheets for collateral-dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period.

(2) Identified reserves of $ 38.9 million and $ 30.1 million were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended June 30, 2025 and December 31, 2024, respectively.

ASC Topic 825, Financial Instruments , requires disclosure in annual and interim financial statements of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis. The following methods and assumptions were used to estimate the fair value of each class of financial instruments not previously disclosed.

Cash and cash equivalents – The carrying amount for cash and cash equivalents approximates fair value (Level 1).

Interest bearing balances due from banks – The fair value of interest bearing balances due from banks – time is estimated using a discounted cash flow calculation that applies the rates currently offered on deposits of similar remaining maturities (Level 2).

Held-to-maturity securities – Fair values for held-to-maturity securities equal quoted market prices, if available, such as for highly liquid government bonds (Level 1). If quoted market prices are not available, fair values are estimated based on quoted market prices of similar securities. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things (Level 2). In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Loans – The fair value of loans is estimated by discounting the future cash flows, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Additional factors considered include the type of loan and related collateral, variable or fixed rate, classification status, remaining term, interest rate, historical delinquencies, loan to value ratios, current market rates and remaining loan balance. The loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans were based on current market rates for new originations of similar loans. Estimated credit losses were also factored into the projected cash flows of the loans. The fair value of loans is estimated on an exit price basis incorporating the above factors (Level 3).

Deposits – The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date (i.e., their carrying amount) (Level 2). The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities (Level 3).

Federal Funds purchased, securities sold under agreement to repurchase and short-term debt – The carrying amount for federal funds purchased, securities sold under agreement to repurchase and short-term debt are a reasonable estimate of fair value (Level 2).

Other borrowings – For short-term instruments, the carrying amount is a reasonable estimate of fair value. For long-term debt, rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value (Level 2).

Subordinated debentures – The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities (Level 2).

Accrued interest receivable/payable – The carrying amounts of accrued interest approximated fair value (Level 2).

Commitments to extend credit, letters of credit and lines of credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows:


	Carrying		Fair Value Measurements
(In thousands)	Amount		Level 1		Level 2		Level 3		Total
June 30, 2025
Financial assets:
Cash and cash equivalents	$	644,462	$	644,462	$	—	$	—	$	644,462
Interest bearing balances due from banks - time	100		—		100		—		100
Held-to-maturity securities, net	3,591,531		—		2,891,974		—		2,891,974
Interest receivable	120,443		—		120,443		—		120,443
Loans, net	16,857,559		—		—		16,401,301		16,401,301

Financial liabilities:
Noninterest bearing transaction accounts	4,468,237		—		4,468,237		—		4,468,237
Interest bearing transaction accounts and savings deposits	11,176,791		—		11,176,791		—		11,176,791
Time deposits	6,179,962		—		—		6,164,076		6,164,076
Federal funds purchased and securities sold under agreements to repurchase	31,306		—		31,306		—		31,306
Other borrowings	634,349		—		633,418		—		633,418
Subordinated notes and debentures	366,369		—		364,323		—		364,323
Interest payable	53,212		—		53,212		—		53,212

December 31, 2024
Financial assets:
Cash and cash equivalents	$	687,377	$	687,377	$	—	$	—	$	687,377
Interest bearing balances due from banks - time	100		—		100		—		100
Held-to-maturity securities, net	3,636,636		—		2,949,951		—		2,949,951
Interest receivable	123,243		—		123,243		—		123,243
Loans, net	16,770,918		—		—		16,153,128		16,153,128

Financial liabilities:
Noninterest bearing transaction accounts	4,460,517		—		4,460,517		—		4,460,517
Interest bearing transaction accounts and savings deposits	10,982,022		—		10,982,022		—		10,982,022
Time deposits	6,443,211		—		—		6,429,309		6,429,309
Federal funds purchased and securities sold under agreements to repurchase	37,109		—		37,109		—		37,109
Other borrowings	745,372		—		743,940		—		743,940
Subordinated notes and debentures	366,293		—		361,332		—		361,332
Interest payable	67,111		—		67,111		—		67,111

The fair value of commitments to extend credit, letters of credit and lines of credit is not presented since management believes the fair value to be insignificant.

NOTE 22: DERIVATIVE INSTRUMENTS

The Company utilizes derivative instruments to manage exposure to various types of interest rate risk for itself and its customers within policy guidelines. Transactions should only be entered into with an associated underlying exposure. All derivative instruments are carried at fair value.

Derivative contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have an investment grade credit rating and be approved by the Company’s asset/liability management committee. In arranging these products for its customers, the Company assumes additional credit risk from the customer and from the dealer counterparty with whom the transaction is undertaken. Credit risk exists due to the default credit risk created in the exchange of the payments over a period of time. Credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps with each counterparty. Access to collateral in the event of default is reasonably assured. Therefore, credit exposure may be reduced by the amount of collateral pledged by the counterparty.

Hedge Structures

The Company will seek to enter derivative structures that most effectively address the risk exposure and structural terms of the underlying position being hedged. The term and notional principal amount of a hedge transaction will not exceed the term or principal amount of the underlying exposure. In addition, the Company will use hedge indices which are the same as, or highly correlated to, the index or rate on the underlying exposure. Derivative credit exposure is monitored on an ongoing basis for each customer transaction and aggregate exposure to each counterparty is tracked. The Company has set a maximum outstanding notional contract amount at 25 % of the Company’s assets.

Fair Value Hedges

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. During the third quarter of 2021, the Company began utilizing interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable AFS securities. The hedging strategy converts the fixed interest rates to variable interest rates based on federal funds rates. The two year forward start date for these swaps occurred during late third quarter of 2023 and involves the payment of fixed interest rates with a weighted average of 1.21 % in exchange for variable interest rates based on federal funds rates. For the six month period ended June 30, 2025, the net amount included in interest income on investment securities in the consolidated statements of income related to fair value hedges was $ 16.0 million.

The following table summarizes the fair value hedges recorded in the accompanying consolidated balance sheets.


				June 30, 2025				December 31, 2024
(In thousands)	Balance Sheet Location	Weighted Average Pay Rate	Receive Rate	Notional		Fair Value		Notional		Fair Value
Derivative assets	Other assets	1.21 %	Federal Funds	$	1,001,715	$	70,762	$	1,001,715	$	103,366

The following amounts were recorded on the balance sheet related to carrying amounts and cumulative basis adjustments for fair value hedges.


	Carrying Amount of Hedged Assets				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets
Line Item on the Balance Sheet (In thousands)	June 30, 2025		December 31, 2024		June 30, 2025		December 31, 2024
Investment securities - Available-for-sale	$	963,356	$	934,132	$	71,005	$	103,595

Customer Risk Management Interest Rate Swaps

The Company’s qualified loan customers have the opportunity to participate in its interest rate swap program for the purpose of managing interest rate risk on their variable rate loans with the Company. The Company enters into such agreements with customers, then offsetting agreements are executed between the Company and an approved dealer counterparty to minimize market risk from changes in interest rates. The counterparty contracts are identical to customer contracts in terms of notional amounts, interest rates, and maturity dates, except for a fixed pricing spread or fee paid to the Company by the dealer counterparty. These interest rate swaps carry varying degrees of credit, interest rate and market or liquidity risks. The fair value of these derivative instruments is recognized as either derivative assets or liabilities in the accompanying consolidated balance sheets. The Company has a limited number of swaps that are standalone without a similar agreement with the loan customer.

The following table summarizes the fair values of loan derivative contracts recorded in the accompanying consolidated balance sheets.


	June 30, 2025				December 31, 2024
(In thousands)	Notional		Fair Value		Notional		Fair Value
Derivative assets	$	955,921	$	28,125	$	748,752	$	24,108
Derivative liabilities	956,836		28,076		749,683		24,032

Risk Participation Agreements

The Company has a limited number of Risk Participation Agreement swaps, that are associated with loan participations, where the Company is not the counterparty to the interest rate swaps that are associated with the risk participation sold. The interest rate swap mark to market only impacts the Company if the swap is in a liability position to the counterparty and the customer defaults on payments to the counterparty. The notional amount of these contingent agreements is $ 22.3 million as of June 30, 2025.

Energy Hedging

The Company, from time-to-time, has provided energy derivative services to qualifying, high quality oil and gas borrowers for hedging purposes. The Company has served as an intermediary on energy derivative products between the Company’s borrowers and dealers. The Company will only enter into back-to-back trades, thus maintaining a balanced book between the dealer and the borrower.

The energy hedging risk exposure to the Company’s customer would increase as energy prices for crude oil and natural gas rise. As prices decrease, exposure to the exchange would increase. These risks are mitigated by customer credit underwriting policies and establishing a predetermined hedge line for each borrower and by monitoring the exchange margin.

The Company has no outstanding notional values related to energy hedge swap contracts as of June 30, 2025. Currently, the Company generally does not intend to offer hedging services to any remaining energy related customers.

NOTE 23: SUBSEQUENT EVENTS

On July 23, 2025, the Company closed a public offering of 18,653,000 shares of its Class A common stock, at a price to the public of $ 18.50 per share, which includes 2,433,000 shares of the Company’s Class A common stock granted pursuant to the underwriters’ option to purchase additional shares at the public offering price, less underwriting discounts. This offering generated net proceeds of approximately $ 326.9 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. Additionally, on July 23, 2025, the Company completed steps taken to reposition its consolidated balance sheet, with a primary emphasis on the investment securities portfolio.

The Company and its subsidiaries, based upon favorable market conditions and the terms proposed by buyers of its investment securities, initiated a repositioning of the Company’s securities portfolio (the “Investment Securities Transaction”). The Investment Securities Transaction consisted of the following actions: (i) reclassified approximately $ 3.6 billion in HTM investment securities to AFS investment securities and (ii) subsequently sold approximately $ 3.2 billion in amortized cost basis of AFS securities (including certain of those previously classified as HTM). The sale of investment securities resulted in an estimated, realized after-tax loss of approximately $ 604.0 million (based on an estimated tax rate of 24.3 %), which will be recorded during the third quarter of 2025.

Additionally, during the quarter ended June 30, 2025, the Company issued a notice of redemption to redeem the Spirit Notes, due 2030, with an aggregate principal amount of $ 37.0 million, which were redeemed in full on July 31, 2025.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Board of Directors and Audit Committee

Simmons First National Corporation

Pine Bluff, Arkansas

Results of Review of Interim Financial Statements

We have reviewed the consolidated balance sheet of Simmons First National Corporation and subsidiaries (the “Company”) as of June 30, 2025, and the related condensed consolidated statements of income, comprehensive income (loss), and stockholders’ equity for the three and six month periods ended June 30, 2025 and 2024, and cash flows for the six month periods ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “interim financial information or statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company and subsidiaries as of December 31, 2024, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated February 27, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Forvis Mazars, LLP

Little Rock, Arkansas

August 5, 2025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As permitted by SEC rules, management presents a sequential quarterly analysis of the Company’s performance as we believe that comparing current quarter results to those of the immediately preceding fiscal quarter is more useful in identifying current business trends and provides a more relevant analysis of our business results. Accordingly, we have compared our results of operations for the three months ended June 30, 2025 to our results of operations for the three months ended March 31, 2025, as applicable, throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations. For additional information regarding the Company’s results for the three months ended March 31, 2025, please refer to our first quarter Form 10-Q filed with the SEC on May 8, 2025.

OVERVIEW

During the first half of 2025, we demonstrated continued improvement in profitability fundamentals. Increases in loans and customer deposits combined with solid loan yields and a decrease in deposit costs for three consecutive quarters have driven a healthy increase in our net interest margin and positive trends in total revenue. While we continue to operate against a backdrop of uncertainty concerning the macroeconomic environment and the timing of future interest rate moves, we continue our focus on organic growth in our very attractive footprint and are encouraged by our positive momentum heading into the last half of 2025:

• Total deposits as of June 30, 2025 were $21.82 billion, compared to $21.89 billion as of December 31, 2024. Uninsured, non-collateralized deposits as of June 30, 2025 were approximately $4.59 billion, or 21% of total deposits.

• Capital levels were steady during the quarter, with all regulatory capital ratios remaining significantly above “well-capitalized” guidelines as of June 30, 2025 (see Table 11 in the Risk-Based Capital section below). As of June 30, 2025, our ratio of common equity to total assets was 13.30%, the ratio of tangible common equity to tangible assets was 8.46% and our Tier 1 leverage ratio was 9.96%.

• Significant liquidity position with a loan to deposit ratio of 78% as of both June 30, 2025 and December 31, 2024. Additional liquidity sources available to us as of June 30, 2025 totaled $10.72 billion and our uninsured, non-collateralized deposit coverage ratio was 2.3x.

Our net income for the three months ended June 30, 2025 was $54.8 million, or $0.43 diluted earnings per share, compared to net income of $32.4 million, or $0.26 diluted earnings per share, for the three months ended March 31, 2025. Included in the results were certain items related to our branch right sizing initiative and early retirement program costs (for the three months ended June 30, 2025). Excluding these certain items and the tax effect, adjusted earnings for the three months ended June 30, 2025 were $56.1 million, or $0.44 adjusted diluted earnings per share, compared to $33.1 million, or $0.26 adjusted diluted earnings per share, for the three months ended March 31, 2025.

Our net income for the six months ended June 30, 2025 was $87.2 million, or $0.69 diluted earnings per share, compared to net income of $79.6 million, or $0.63 diluted earnings per share, for the six months ended June 30, 2024. Included in the results were certain items related to our branch right sizing initiative, early retirement program costs, a FDIC special assessment (for the six months ended June 30, 2024) and termination of vendor and software services (for the six months ended June 30, 2024). Excluding these certain items and the tax effect, adjusted earnings for the six months ended June 30, 2025 were $89.2 million, or $0.71 adjusted diluted earnings per share, compared to $82.2 million, or $0.65 adjusted diluted earnings per share, for the six months ended June 30, 2024.

During the year, we increased the loss provision on two specific credit relationships that we have been watching for some time due to unfavorable events that occurred for both during the six months ended June 30, 2025. Otherwise, we believe the asset quality in our portfolio remains sound and reflects our conservative credit culture, as well as our focus on maintaining disciplined pricing and conservative underwriting standards given the current economic environment. Total nonperforming loans as of June 30, 2025, December 31, 2024, and June 30, 2024 were $157.2 million, $110.8 million, and $103.4 million, respectively. Nonperforming assets as a percent of total assets were 0.62% at June 30, 2025, compared to 0.45% at December 31, 2024 and 0.39% at June 30, 2024.

As of June 30, 2025, stockholders’ equity was $3.55 billion, book value per share was $28.17 and tangible book value per share was $16.97.

Total loans were $17.11 billion at June 30, 2025, compared to $17.01 billion at December 31, 2024. Our unfunded commitments were $3.95 billion and $3.74 billion as of June 30, 2025 and December 31, 2024, respectively. Our commercial loan pipeline totaled $1.63 billion as of June 30, 2025, compared to $1.26 billion at December 31, 2024.

In our discussion and analysis of our financial condition and results of operation in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we provide certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States (“US GAAP”). We believe the presentation of non-GAAP financial measures provides a meaningful basis for period-to-period and company-to-company comparisons, which we believe will assist investors and analysts in analyzing the adjusted financial measures of the Company and predicting future performance. See the GAAP Reconciliation of Non-GAAP Financial Measures section below for additional discussion and reconciliations of non-GAAP measures.

Simmons First National Corporation is a Mid-South based financial holding company that, as of June 30, 2025, has approximately $26.7 billion in consolidated assets and, through its subsidiaries, conducts financial operations in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

CRITICAL ACCOUNTING ESTIMATES

Overview

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements.

The accounting policies that we view as critical to us are those relating to estimates and judgments regarding (a) the determination of the adequacy of the allowance for credit losses, (b) acquisition accounting and valuation of loans, (c) the valuation of goodwill and the useful lives applied to intangible assets, (d) the valuation of stock-based compensation plans and (e) income taxes.

Allowance for Credit Losses

The allowance for credit losses is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations. The allowance, in the judgment of management, is necessary to reserve for expected credit losses and risks inherent in the loan portfolio. Our allowance for credit loss methodology includes reserve factors calculated to estimate current expected credit losses to amortized cost balances over the remaining contractual life of the portfolio, adjusted for prepayments, in accordance with Accounting Standards Codification (“ASC”) Topic 326-20, Financial Instruments - Credit Losses . Accordingly, the methodology is based on our reasonable and supportable economic forecasts, historical loss experience and other qualitative adjustments. For further information see the section Allowance for Credit Losses below.

Our evaluation of the allowance for credit losses is inherently subjective as it requires material estimates. The actual amounts of credit losses realized in the near term could differ from the amounts estimated in arriving at the allowance for credit losses reported in the financial statements.

Acquisition Accounting, Loans

We account for our acquisitions under ASC Topic 805, Business Combinations , which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. The fair value for acquired loans at the time of acquisition is based on a variety of factors including discounted expected cash flows, adjusted for estimated prepayments and credit losses. In accordance with ASC 326, the fair value adjustment is recorded as a premium or discount to the unpaid principal balance of each acquired loan. Loans that have been identified as having experienced a more-than-insignificant deterioration in credit quality since origination are purchased credit deteriorated (“PCD”) loans.

The net premium or discount on PCD loans is adjusted by our allowance for credit losses recorded at the time of acquisition. The remaining net premium or discount is accreted or amortized into interest income over the remaining life of the loan using a constant yield method. The net premium or discount on loans that are not classified as PCD (“non-PCD”), that includes credit and non-credit components, is accreted or amortized into interest income over the remaining life of the loan using a constant yield method. We then record the necessary allowance for credit losses on the non-PCD loans through provision for credit losses expense.

Goodwill and Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be separately distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. We perform an annual goodwill impairment test, and more than annually if circumstances warrant, in accordance with ASC Topic 350, Intangibles – Goodwill and Other , as amended by ASU 2011-08 – T esting Goodwill for Impairment and ASU 2017-04 - Intangibles – Goodwill and Other . ASC Topic 350 requires that goodwill and intangible assets that have indefinite lives be reviewed for impairment annually or more frequently if certain conditions occur. Our assessment depends on several assumptions which are dependent on market and economic conditions. Impairment losses on recorded goodwill, if any, will be recorded as operating expenses.

To quantitatively test goodwill for impairment, a present value of discounted cash flows calculation is completed and relies on several assumptions that have a level of subjectivity and judgement. These assumptions are dependent on market and economic conditions. Key inputs to estimate terminal fair value of the Company include projected forecasts, noninterest expense savings and a pricing multiple based on a group of peer banks with similar characteristics. These inputs are discounted by the cost of equity, which includes assumptions involving our beta; equity risk, size and company premiums; and the 20-year treasury rate. Assumptions used in calculating the cost of equity are obtained from market and third-party data. Results are compared to book value; no impairment was indicated as of June 30, 2025. Judgement is inherent in assessing goodwill for impairment. The various assumptions used in assessing goodwill for impairment involve uncertainties that are beyond our control and could cause actual results to differ materially from those projected.

Stock-Based Compensation Plans

We have adopted various stock-based compensation plans. The plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units and stock awards. Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awarding of restricted stock, restricted stock units or performance stock units granted to directors, officers and other key employees.

In accordance with ASC Topic 718, Compensation – Stock Compensation , the fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses various assumptions. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. For additional information, see Note 14, Stock-Based Compensation, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this report.

Income Taxes

We are subject to the federal income tax laws of the United States, and the tax laws of the states and other jurisdictions where we conduct business. Due to the complexity of these laws, taxpayers and the taxing authorities may subject these laws to different interpretations. Management must make conclusions and estimates about the application of these innately intricate laws, related regulations, and case law. When preparing the Company’s income tax returns, management attempts to make reasonable interpretations of the tax laws. Taxing authorities have the ability to challenge management’s analysis of the tax law or any reinterpretation management makes in its ongoing assessment of facts and the developing case law. Management assesses the reasonableness of its effective tax rate quarterly based on its current estimate of net income and the applicable taxes expected for the full year. On a quarterly basis, management also reviews circumstances and developments in tax law affecting the reasonableness of deferred tax assets and liabilities and reserves for contingent tax liabilities.

NET INTEREST INCOME

Overview

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors that determine the level of net interest income include the volume of earning assets and interest bearing liabilities, yields earned and rates paid, the level of nonperforming loans and the amount of noninterest bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate of 26.135%.

Our practice is to limit exposure to interest rate movements by maintaining a significant portion of earning assets and interest bearing liabilities in short-term repricing. In the last several years, on average, approximately 44% of our loan portfolio and approximately 92% of our time deposits have repriced in one year or less. As of June 30, 2025, our interest rate sensitivity shows that approximately 53% of our loans and 97% of our time deposits will reprice in the next year.

Net Interest Income - Sequential Quarter Analysis

For the three month period ended June 30, 2025, net interest income on a fully taxable equivalent basis was $178.2 million, an increase of $8.4 million, or 5.0%, compared to the three months ended March 31, 2025. The increase in net interest income was primarily the result of a $7.2 million increase in fully tax equivalent interest income, coupled with a $1.2 million decrease in interest expense.

The increase in interest income on a fully taxable equivalent basis primarily resulted from a $7.6 million increase in interest income on loans. The increase in interest income provided by loans reflects an increase attributable to loan volume of $1.9 million, coupled with a $5.7 million increase in interest income related to loan yield. The loan yield for the second quarter of 2025 was 6.26% compared to 6.20% from the preceding sequential quarter, representing a 6 basis point increase, driven by disciplined pricing of new originations, as well as positive fixed-rate loan repricing.

The $1.2 million decrease in interest expense is primarily due to a $5.3 million decrease in interest expense on time deposits, partially offset by a $2.8 million increase in interest expense related to a greater reliance on wholesale borrowing sources during the quarter. Of the $5.3 million decrease in interest expense on time deposits, $1.9 million was due to the 18 basis point decrease in average rates on time deposits and $3.4 million was due to the decrease in time deposit volume over the period.

Net Interest Income - Year-over-Year Analysis

Net interest income on a fully taxable equivalent basis for the six month period ended June 30, 2025 increased $29.3 million, or 9.2%, over the same period in 2024. The increase in net interest income on a fully taxable equivalent basis was the result of a $29.1 million decrease in fully tax equivalent interest income, more than offset by a $58.4 million decrease in interest expense.

The decrease in interest income during the six month period ended June 30, 2025 primarily resulted from decreases in interest income on loans and investments. The decrease in interest income on loans was largely attributable to a 9 basis point decline in loan yield that resulted in a decrease of $8.8 million. Loan volume was relatively flat over the comparative periods. The decrease of $19.0 million in interest income on investment securities is primarily related to an $11.0 million decrease in interest income on taxable investment securities due to the decline in our taxable investment portfolio average balances which decreased by $587.0 million or 14.3%, as our portfolio experienced pay downs, maturities and a strategic sale of $251.5 million of lower-yielding available-for-sale (“AFS”) securities to pay off higher rate wholesale fundings consisting of Federal Home Loan Bank (“FHLB”) advances during the third quarter of 2024. A yield decrease in the taxable investment portfolio over the period of 39 basis points led to a decrease of $7.7 million in interest income on taxable investment securities.

The $58.4 million decrease in interest expense is mainly due to the decrease in our deposit account rates over the period. Interest expense decreased $40.2 million due to the decrease in rate of 49 basis points on interest-bearing deposit accounts and $7.9 million due to the decrease in deposit volume over the period. Further, a decrease of $8.3 million in interest expense was related to reductions in the amounts outstanding under and rates on wholesale borrowings sources over the comparative period. We continually monitor and look for opportunities to fairly reprice our deposits while remaining competitive in this current challenging rate environment.

Net Interest Margin

Our net interest margin on a fully tax equivalent basis was 3.06% and 3.01% for the three and six month periods ended June 30, 2025, as compared to 2.95% and 2.68% for the three months ended March 31, 2025 and the six months ended June 30, 2024, respectively. Net interest margin experienced an 11 basis point increase for the three months ended June 30, 2025 compared to the preceding sequential quarter, while net interest margin increased 33 basis points during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase on a linked quarter basis was primarily due to fixed-rate asset repricing, coupled with decreased deposit costs from lower rates on time deposits and a favorable funding mix shift. The increase when compared to the same period in the prior year was driven by the decrease in deposits costs and aided by the strategic sale of lower-yielding AFS investment securities during the third quarter of 2024, as well as the reduced rate and use of wholesale funding.

Net Interest Income Tables

Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three months ended June 30, 2025 and March 31, 2025 and the six months ended June 30, 2025 and 2024, respectively.

Table 1: Analysis of Net Interest Margin

(FTE = Fully Taxable Equivalent using an effective tax rate of 26.135%)


	Three Months Ended						Six Months Ended
	June 30,			March 31,			June 30,			June 30,
(In thousands)	2025			2025			2025			2024
Interest income	$	315,023		$	307,837		$	622,860		$	651,794
FTE adjustment	6,422			6,414			12,836			12,998
Interest income – FTE	321,445			314,251			635,696			664,792
Interest expense	143,199			144,415			287,614			345,983
Net interest income – FTE	$	178,246		$	169,836		$	348,082		$	318,809

Yield on earning assets – FTE	5.53		%	5.47		%	5.50		%	5.58		%
Cost of interest bearing liabilities	3.12		%	3.17		%	3.15		%	3.68		%
Net interest spread – FTE	2.41		%	2.30		%	2.35		%	1.90		%
Net interest margin – FTE	3.06		%	2.95		%	3.01		%	2.68		%

Table 2: Changes in Fully Taxable Equivalent Net Interest Margin


	Three Months Ended		Six Months Ended
(In thousands)	June 30, 2025 compared to March 31, 2025		June 30, 2025 compared to June 30, 2024
Increase (decrease) due to change in earning assets	$	919	$	(11,527)
Increase (decrease) due to change in earning asset yields	6,275		(17,569)
Increase due to change in interest bearing liabilities	332		11,902
Increase due to change in interest rates paid on interest bearing liabilities	884		46,467
Increase in net interest income	$	8,410	$	29,273

Table 3 shows, for each major category of earning assets and interest bearing liabilities, the average (computed on a daily basis) amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for the three months ended June 30, 2025 and March 31, 2025 and the six months ended June 30, 2025 and 2024, respectively. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Nonaccrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 3: Average Balance Sheets and Net Interest Income Analysis

(FTE = Fully Taxable Equivalent using an effective tax rate of 26.135%)


	Three Months Ended
	June 30, 2025					March 31, 2025
	Average		Income/		Yield/	Average		Income/		Yield/
(In thousands)	Balance		Expense		Rate (%)	Balance		Expense		Rate (%)
ASSETS
Earning assets:
Interest bearing balances due from banks and federal funds sold	$	219,928	$	2,531	4.62	$	241,021	$	2,703	4.55
Investment securities - taxable	3,483,805		31,233		3.60	3,540,559		31,584		3.62
Investment securities - non-taxable	2,564,037		21,210		3.32	2,608,070		21,217		3.30
Mortgage loans held for sale	13,063		221		6.79	8,142		122		6.08
Loans - including fees	17,046,802		266,250		6.26	16,920,050		258,625		6.20
Total interest earning assets	23,327,635		321,445		5.53	23,317,842		314,251		5.47
Non-earning assets	3,317,496					3,360,786
Total assets	$	26,645,131				$	26,678,628

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Interest bearing liabilities:
Interest bearing transaction and savings deposits	$	11,220,060	$	69,108	2.47	$	11,177,550	$	67,895	2.46
Time deposits	5,820,499		57,231		3.94	6,160,429		62,559		4.12
Total interest bearing deposits	17,040,559		126,339		2.97	17,337,979		130,454		3.05
Federal funds purchased and securities sold under agreements to repurchase	32,565		59		0.73	39,797		113		1.15
Other borrowings	960,817		10,613		4.43	706,402		7,714		4.43
Subordinated debt and debentures	366,350		6,188		6.77	366,312		6,134		6.79
Total interest bearing liabilities	18,400,291		143,199		3.12	18,450,490		144,415		3.17

Noninterest bearing liabilities:
Noninterest bearing deposits	4,390,454					4,342,948
Other liabilities	308,223					320,721
Total liabilities	23,098,968					23,114,159
Stockholders’ equity	3,546,163					3,564,469
Total liabilities and stockholders’ equity	$	26,645,131				$	26,678,628
Net interest spread – FTE					2.41					2.30
Net interest margin – FTE			$	178,246	3.06			$	169,836	2.95


	Six Months Ended
	June 30, 2025					June 30, 2024
	Average		Income/		Yield/		Average		Income/		Yield/
(In thousands)	Balance		Expense		Rate (%)		Balance		Expense		Rate (%)
ASSETS
Earning assets:
Interest bearing balances due from banks and federal funds sold	$	230,416	$	5,234	4.58		$	212,949	$	5,974	5.64
Investment securities - taxable	3,512,029		62,817		3.61		4,098,980		81,481		4.00
Investment securities - non-taxable	2,585,931		42,427		3.31		2,616,187		42,730		3.28
Mortgage loans held for sale	10,616		343		6.52		9,688		342		7.10
Loans - including fees	16,983,776		524,875		6.23		17,001,148		534,265		6.32
Total interest earning assets	23,322,768		635,696		5.50		23,938,952		664,792		5.58
Non-earning assets	3,339,019						3,343,386
Total assets	$	26,661,787					$	27,282,338

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Interest bearing liabilities:
Interest bearing transaction and savings deposits	$	11,198,922	$	137,003	2.47		$	11,052,928	$	157,779	2.87
Time deposits	5,989,526		119,790		4.03		6,447,635		147,187		4.59
Total interest bearing deposits	17,188,448		256,793		3.01		17,500,563		304,966		3.50
Federal funds purchased and securities sold under agreements to repurchase	36,161		172		0.96		52,359		345		1.33
Other borrowings	834,312		18,327		4.43		992,506		26,674		5.40
Subordinated debt and debentures	366,331		12,322		6.78		366,179		13,998		7.69
Total interest bearing liabilities	18,425,252		287,614		3.15		18,911,607		345,983		3.68

Noninterest bearing liabilities:
Noninterest bearing deposits	4,366,835						4,639,498
Other liabilities	314,435						282,144
Total liabilities	23,106,522						23,833,249
Stockholders’ equity	3,555,265						3,449,089
Total liabilities and stockholders’ equity	$	26,661,787					$	27,282,338
Net interest spread – FTE					2.35						1.90
Net interest margin – FTE			$	348,082	3.01				$	318,809	2.68

Table 4 shows changes in interest income and interest expense resulting from changes in both volume and interest rates for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025 and the six months ended June 30, 2025 and 2024, respectively. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 4: Volume/Rate Analysis


	Three Months Ended						Six Months Ended
	June 30, 2025 compared to March 31, 2025						June 30, 2025 compared to June 30, 2024
(In thousands, on a fully taxable equivalent basis)	Volume		Yield/ Rate		Total		Volume		Yield/ Rate		Total
Increase (decrease) in:
Interest income:
Interest bearing balances due from banks and federal funds sold	$	(242)	$	70	$	(172)	$	462	$	(1,202)	$	(740)
Investment securities - taxable	(508)		157		(351)		(10,980)		(7,684)		(18,664)
Investment securities - non-taxable	(361)		354		(7)		(495)		192		(303)
Mortgage loans held for sale	82		17		99		31		(30)		1
Loans - including fees	1,948		5,677		7,625		(545)		(8,845)		(9,390)
Total	919		6,275		7,194		(11,527)		(17,569)		(29,096)

Interest expense:
Interest bearing transaction and savings accounts	259		954		1,213		2,059		(22,835)		(20,776)
Time deposits	(3,382)		(1,946)		(5,328)		(9,986)		(17,411)		(27,397)
Federal funds purchased and securities sold under agreements to repurchase	(19)		(35)		(54)		(91)		(82)		(173)
Other borrowings	2,809		90		2,899		(3,890)		(4,457)		(8,347)
Subordinated notes and debentures	1		53		54		6		(1,682)		(1,676)
Total	(332)		(884)		(1,216)		(11,902)		(46,467)		(58,369)
Increase in net interest income	$	1,251	$	7,159	$	8,410	$	375	$	28,898	$	29,273

PROVISION FOR CREDIT LOSSES

The provision for credit losses represents management’s determination of the amount necessary to be charged against the current period’s earnings in order to maintain the allowance for credit losses at a level considered appropriate in relation to the estimated lifetime risk inherent in the loan portfolio. The level of provision to the allowance is based on management’s judgment, with consideration given to the composition, maturity and other qualitative characteristics of the portfolio, assessment of current economic conditions, reasonable and supportable forecasts, past due and nonperforming loans and historical net credit loss experience. It is management’s practice to review the allowance on a monthly basis and, after considering the factors previously noted, to determine the level of provision made to the allowance.

The provision for credit losses for the three months ended June 30, 2025 was $11.9 million as compared to $26.8 million for the three months ended March 31, 2025. The provision expense for the three months ended March 31, 2025 reflected a provision expense of $15.6 million related to two specific credit relationships which migrated to nonperforming during the period, while provision expense for both periods reflected loan growth in the quarters, as well as the impact of updated economic assumptions.

For the six months ended June 30, 2025, our provision for credit losses was $38.7 million as compared to $21.3 million for the same period ended June 30, 2024. The provision expense for the six months ended June 30, 2025 reflected a provision expense of $15.6 million related to two specific credit relationships previously discussed, as well as the impact of updated economic assumptions reflecting increased uncertainty. Provision expense for the same period ended June 30, 2024 reflected loan growth in the quarter, as well as the impact of updated economic assumptions.

NONINTEREST INCOME

Noninterest income is principally derived from recurring fee income, which includes service charges, wealth management fees and debit and credit card fees. Noninterest income also includes income on the sale of mortgage loans, income from the increase in cash surrender values of bank owned life insurance and gains (losses) from sales of securities.

For the three month period ended June 30, 2025, total noninterest income was $42.4 million, a decrease of approximately $3.8 million or 8.2%, compared to the three month period ended March 31, 2025. The decrease for the three month period ended June 30, 2025 as compared to the preceding sequential quarter is primarily related to a $1.4 million Small Business Investment Company (“SBIC”) valuation adjustment recorded during the period, coupled with lower swap fee income due to a large swap transaction and associated fees recorded in the prior comparative period, all of which are included in “Other income” in the table below.

Noninterest income for the six months ended June 30, 2025 increased by approximately $2.0 million or 2.3% as compared to the six months ended June 30, 2024. While the individual line items were all relatively flat as compared to the same period in 2024, the increase was primarily due to a $1.5 million increase in wealth management fees related to strong performance and more favorable market conditions during the six months ended June 30, 2025.

Table 5 shows noninterest income for the three month periods ended June 30, 2025 and March 31, 2025 and the six months ended June 30, 2025 and 2024, respectively, as well as changes between periods.

Table 5: Noninterest Income


	Three Months Ended							Six Months Ended
	June 30,		March 31,		Change			June 30,		June 30,		Change
(Dollars in thousands)	2025		2025		$		%	2025		2024		$		%
Service charges on deposit accounts	$	12,588	$	12,635	$	(47)	(0.4)%	$	25,223	$	24,207	$	1,016	4.2%
Debit and credit card fees	8,567		8,446		121		1.4	17,013		16,408		605		3.7
Wealth management fees	9,464		9,629		(165)		(1.7)	19,093		17,585		1,508		8.6
Mortgage lending income	1,687		2,013		(326)		(16.2)	3,700		4,293		(593)		(13.8)
Bank owned life insurance income	3,890		4,092		(202)		(4.9)	7,982		7,690		292		3.8
Other service charges and fees	1,321		1,333		(12)		(0.9)	2,654		2,718		(64)		(2.4)

Other income	4,837		8,007		(3,170)		(39.6)	12,844		13,582		(738)		(5.4)
Total noninterest income	$	42,354	$	46,155	$	(3,801)	(8.2)%	$	88,509	$	86,483	$	2,026	2.3%

Recurring fee income (total service charges, wealth management fees, debit and credit card fees) was $31.9 million and $32.0 million for the three month periods ended June 30, 2025 and March 31, 2025, respectively, and was $64.0 million and $60.9 million for the six month periods ended June 30, 2025 and 2024, respectively.

NONINTEREST EXPENSE

Noninterest expense consists of salaries and employee benefits, occupancy, equipment, foreclosure losses and other expenses necessary for our operations. Management remains committed to controlling the level of noninterest expense through the continued use of expense control measures. We utilize an extensive profit planning and reporting system involving all subsidiaries. Based on a needs assessment of the business plan for the upcoming year, monthly and annual profit plans are developed, including manpower and capital expenditure budgets. These profit plans are subject to extensive initial reviews and monitored by management monthly. Variances from the plan are reviewed monthly and, when required, management takes corrective action intended to ensure financial goals are met. We also regularly monitor staffing levels at each subsidiary to ensure productivity and overhead are in line with existing workload requirements.

Noninterest expense was $138.6 million for the three month period ended June 30, 2025, as compared to noninterest expense of $144.6 million for the three month period ended March 31, 2025, representing a decrease of $6.0 million, or 4.1%, as compared to the preceding quarter. Adjusted noninterest expense, which excludes branch right sizing and early retirement program costs (for the three months ended June 30, 2025), for the three months ended June 30, 2025 was $136.8 million, a decrease of $6.8 million as compared to the three months ended March 31, 2025.

Noninterest expense for the six months ended June 30, 2025 increased by approximately $3.9 million or 1.4% as compared to the six months ended June 30, 2024. Adjusted noninterest expense, which excludes branch right sizing, early retirement program costs, FDIC special assessment (for the six months ended June 30, 2024) and termination of vendor and software services (for the six months ended June 30, 2024), increased $4.7 million, or 1.7%, as compared to the six months ended June 30, 2024.

Other noninterest expense decreased $4.2 million during the three month period ended June 30, 2025 as compared to the preceding sequential quarter and increased $1.5 million during the six month period ended June 30, 2025 when compared to the same period in the prior year. The decrease during the three month period ended June 30, 2025 as compared to the preceding sequential quarter is primarily due to a $4.3 million charge related to a commercial customer deposit fraud event that was identified during the comparative period. The increase during the six month period ended June 30, 2025 as compared to the same period in the prior year was also related to the previously mentioned fraud event, offset by a focus on disciplined expense management over the period.

Salaries and employee benefits expense decreased $962,000 during the three month period ended June 30, 2025 as compared to the preceding sequential quarter and increased $5.3 million during the six month period ended June 30, 2025 when compared to the same period in the prior year. The decrease as compared to the preceding sequential quarter is primarily due to higher payroll taxes typically incurred during the first quarter, which was partially offset by early retirement program costs of $1.6 million recorded during the period. The increase as compared to the same period in the prior year is primarily due to employee merit increases over the comparative periods.

Deposit insurance expense for the three and six months ended June 30, 2025 as compared to the three months ended March 31, 2025 and six months ended June 30, 2024 decreased by $474,000 and $2.5 million, respectively. While the variance in deposit insurance expense on a sequential quarter basis is relatively flat, the decrease on a year over year basis for the six months ended June 30, 2025 is significantly attributable to the additional FDIC special assessments totaling $1.8 million during the six months ended June 30, 2024, which were levied to support the Deposit Insurance Fund following the failure of certain banks in 2023.

Table 6 below shows noninterest expense for the three month periods ended June 30, 2025 and March 31, 2025 and the six months ended June 30, 2025 and 2024, respectively, as well as changes between periods.

Table 6: Noninterest Expense


	Three Months Ended							Six Months Ended
	June 30,		March 31,		Change			June 30,		June 30,			Change
(Dollars in thousands)	2025		2025		$		%	2025		2024		$		%
Salaries and employee benefits	$	73,862	$	74,824	$	(962)	(1.3)%	$	148,686	$	143,369				$	5,317	3.7%

Occupancy expense, net	11,844		12,651		(807)		(6.4)	24,495		24,122					373		1.5
Furniture and equipment expense	5,474		5,465		9		0.2	10,939		10,764					175		1.6
Other real estate and foreclosure expense	216		198		18		9.1	414		296					118		39.9
Deposit insurance	4,917		5,391		(474)		(8.8)	10,308		12,817					(2,509)		(19.6)

Other operating expenses:
Professional services	6,192		4,867		1,325		27.2	11,059		10,396					663		6.4
Postage	2,250		2,280		(30)		(1.3)	4,530		4,211					319		7.6
Telephone	1,594		1,479		115		7.8	3,073		3,280					(207)		(6.3)
Debit and credit card	3,191		3,029		162		5.3	6,220		6,543					(323)		(4.9)
Marketing	6,612		6,826		(214)		(3.1)	13,438		13,007					431		3.3
Software and technology	10,485		10,036		449		4.5	20,521		21,615					(1,094)		(5.1)
Operating supplies	487		627		(140)		(22.3)	1,114		1,246					(132)		(10.6)
Amortization of intangibles	3,098		3,527		(429)		(12.2)	6,625		7,702					(1,077)		(14.0)
Branch right sizing	163		994		(831)		(83.6)	1,157		755					402		53.2
Other	8,204		12,386		(4,182)		(33.8)	20,590		19,110					1,480		7.7
Total noninterest expense	$	138,589	$	144,580	$	(5,991)	(4.1)%	$	283,169	$	279,233				$	3,936	1.4%

INVESTMENTS AND SECURITIES

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as either held-to-maturity (“HTM”) or AFS. Our philosophy regarding investments is conservative based on investment type and maturity. Investments in the portfolio primarily include U.S. Treasury securities, U.S. Government agencies, MBS and municipal securities. Our general policy is not to invest in derivative type investments or high-risk securities, except for collateralized MBS for which collection of principal and interest is not subordinated to significant superior rights held by others.

HTM and AFS investment securities were $3.59 billion and $2.41 billion, respectively, at June 30, 2025, compared to the HTM amount of $3.64 billion and AFS amount of $2.53 billion at December 31, 2024. We continue to look for opportunities to maximize the value of the investment portfolio.

During the quarters ended June 30, 2022 and September 30, 2021, we transferred, at fair value, $1.99 billion and $500.8 million, respectively, of securities from the AFS portfolio to the HTM portfolio. The related remaining combined net unrealized losses of $99.4 million in accumulated other comprehensive income (loss) as of June 30, 2025 will be amortized over the remaining life of the securities. No gains or losses on these securities were recognized at the time of transfer.

As of June 30, 2025, management had the ability and intent to hold the securities classified as HTM until they mature, at which time we expected to receive full value for the securities. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. We expect the cash flows from principal maturities of securities to provide flexibility to fund future loan growth or reduce wholesale funding.

Furthermore, as of June 30, 2025, we had the ability to hold the securities classified as AFS for a period of time sufficient for a recovery of amortized cost and we believed the accounting standard of “more likely than not” has not been met regarding whether we would be required to sell any of the AFS securities before recovery of amortized cost. As of June 30, 2025, the unrealized losses were largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of June 30, 2025, we believed the declines in fair value are temporary and we did not believe any of the securities are impaired due to reasons of credit quality.

During July 2025, we initiated and completed steps taken to reposition our consolidated balance sheet and reclassified approximately $3.6 billion in HTM investment securities to AFS investment securities. Subsequently, we sold approximately $3.2 billion in amortized cost basis of AFS securities (including certain of those previously classified as HTM). The sale of investment securities resulted in an estimated, realized after-tax loss of approximately $604.0 million (based on an estimated tax rate of 24.3%), which will be recorded during the third quarter of 2025. The AFS securities sold were low-yield bonds and, by removing these bonds from our balance sheet, we reduced our level of high-cost wholesale funding and increased our ability to generate higher earnings and growth.

During the third quarter of 2021, we began utilizing interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of $1.00 billion of fixed rate callable municipal securities held in the AFS portfolio. These swap agreements consist of a two year forward start date and involve the payment of fixed interest rates with a weighted average rate of 1.21% in exchange for variable interest rates based on federal funds rates, which became effective during late third quarter of 2023. Securities within these swap agreements have maturity dates varying between 2028 and 2029. For the six months ended June 30, 2025, the net amount included in interest income on investment securities in the consolidated statements of income related to these swap agreements was $16.0 million.

LOAN PORTFOLIO

Our loan portfolio averaged $16.98 billion and $17.00 billion during the first six months of 2025 and 2024, respectively. As of June 30, 2025, total loans were $17.11 billion, an increase of $105.2 million from December 31, 2024. The increase in the loan balance during the first six months of 2025 when compared to December 31, 2024 is primarily due to growth in the commercial real estate, agricultural and mortgage warehouse portfolios over the comparative period, while we continued to focus on maintaining prudent underwriting standards and pricing discipline. The most significant components of the loan portfolio were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans).

We seek to manage our credit risk by diversifying our loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral, obtaining and monitoring collateral, providing an appropriate allowance for credit losses and regularly reviewing loans through the internal loan review process. The loan portfolio is diversified by borrower, purpose, industry and geographic region. We seek to use diversification within the loan portfolio to reduce credit risk, thereby minimizing the adverse impact on the portfolio, if weaknesses develop in either the economy or a particular segment of borrowers. Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default. We use the allowance for credit losses as a method to value the loan portfolio at its estimated collectible amount. Loans are regularly reviewed to facilitate the identification and monitoring of deteriorating credits.

The balances of loans outstanding at the indicated dates are reflected in Table 7, according to type of loan.

Table 7: Loan Portfolio


	June 30,		December 31,
(In thousands)	2025		2024
Consumer:
Credit cards	$	176,166	$	181,675
Other consumer	123,831		127,319
Total consumer	299,997		308,994
Real estate:
Construction and development	2,784,578		2,789,249
Single family residential	2,625,717		2,689,946
Other commercial	7,961,412		7,912,336
Total real estate	13,371,707		13,391,531
Commercial:
Commercial	2,440,507		2,434,175
Agricultural	333,078		261,154
Total commercial	2,773,585		2,695,329
Other	665,807		610,083
Total loans before allowance for credit losses	$	17,111,096	$	17,005,937

Consumer loans consist of credit card loans and other consumer loans. Consumer loans were $300.0 million at June 30, 2025, or 1.8% of total loans, compared to $309.0 million, or 1.8% of total loans at December 31, 2024. The decrease in consumer loans from December 31, 2024, to June 30, 2025, was primarily due to loan payoffs and pay downs within both the credit card and other consumer portfolios during the period.

Real estate loans consist of construction and development loans (“C&D”) loans, single-family residential loans and commercial real estate (“CRE”) loans. Real estate loans were $13.37 billion at June 30, 2025, or 78.1% of total loans, compared to $13.39 billion, or 78.7%, of total loans at December 31, 2024, a decrease of $19.8 million, or 0.1%. Our C&D loans were relatively flat over the comparative period with a decrease of $4.7 million, or 0.2%, while single family residential loans decreased by $64.2 million, or 2.4%, and CRE loans increased by $49.1 million, or 0.6%. The changes among our real estate portfolio reflected our focus on maintaining conservative underwriting standards and structure guidelines while emphasizing prudent pricing discipline during the first six months of 2025. We expect to continue to manage our C&D and CRE portfolio concentration by developing deeper relationships with our customers.

Commercial loans consist of non-real estate loans related to business and agricultural loans. Total commercial loans were $2.77 billion at June 30, 2025, or 16.2% of total loans, compared to $2.70 billion, or 15.8% of total loans at December 31, 2024, an increase of $78.3 million, or 2.9%. The increase in commercial loans was largely related to the increase in agricultural loans of $71.9 million, or 27.5%, primarily due to seasonality of the portfolio, which normally peaks in the third quarter.

Other loans mainly consist of mortgage warehouse lending and municipal loans. Mortgage volume experienced an increase in demand during the first six months of 2025 as compared to December 31, 2024, leading to an increase of $55.7 million in other loans.

Our commercial loan pipeline consisting of all commercial loan opportunities was $1.63 billion at June 30, 2025 compared to $1.26 billion at December 31, 2024. Loans approved and ready to close at the end of the quarter totaled $564.3 million.

ASSET QUALITY

Nonperforming loans are comprised of (a) nonaccrual loans, (b) loans that are contractually past due 90 days and (c) other loans for which terms have been restructured to provide a reduction or deferral of interest or principal, because of deterioration in the financial position of the borrower. Simmons Bank recognizes income principally on the accrual basis of accounting. When loans are classified as nonaccrual, generally, the accrued interest is charged off and no further interest is accrued. Loans, excluding credit card loans, are placed on a nonaccrual basis either: (1) when there are serious doubts regarding the collectability of principal or interest, or (2) when payment of interest or principal is 90 days or more past due and either (i) not fully secured or (ii) not in the process of collection. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses.

When credit card loans reach 90 days past due and there are attachable assets, the accounts are considered for litigation. Credit card loans are generally charged off when payment of interest or principal exceeds 150 days past due. The credit card recovery group pursues account holders until it is determined, on a case-by-case basis, to be uncollectible.

Total nonperforming assets increased $45.5 million from December 31, 2024 to June 30, 2025. Nonaccrual loans increased by $46.3 million from December 31, 2024 and foreclosed assets held for sale and other real estate owned decreased $476,000 as compared to December 31, 2024. The increase in nonaccrual loans was primarily due to two specific credit relationships being placed on nonaccrual status during the period. One relationship totaling $26.7 million relates to a downtown St. Louis hotel that was originated pre-pandemic and has been on our classified list since April of 2021. This is the only credit relationship within our portfolio located in downtown St. Louis. The other relationship totaling $22.9 million relates to a fast-food operator and has been on our classified list since June of 2024 due to sector-related headwinds and global cash flow concerns with the borrower.

From time to time, certain borrowers experience declines in income and cash flow. As a result, these borrowers seek to reduce contractual cash outlays, the most prominent being debt payments. In an effort to preserve our net interest margin and earning assets, we are open to working with existing customers in order to maximize the collectability of the debt.

We have internal loan modification programs for borrowers experiencing financial difficulties. Modifications to borrowers experiencing financial difficulties (“FDMs”) may include interest rate reductions, principal or interest forgiveness and/or term extensions. We primarily use interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal.

There were five loan modifications granted to borrowers experiencing financial difficulty during the six month period ended June 30, 2025. Such modifications included interest rate reductions and had a total period-end amortized cost basis of $528,000 at June 30, 2025.

The allowance for credit losses as a percent of total loans was 1.48% as of June 30, 2025. Nonperforming loans equaled 0.92% of total loans. Nonperforming assets were 0.62% of total assets, a 17 basis point increase from December 31, 2024. The allowance for credit losses was 161% of nonperforming loans. Our annualized net charge-offs to average total loans ratio for the first six months of 2025 was 0.24%. Annualized net credit card charge-offs to average total credit card loans were 2.85% for the first six months of 2025, compared to 2.93% during the full year 2024, and 182 basis points better than the most recently published industry average charge-off ratio as reported by the Federal Reserve for all banks.

Table 8 presents information concerning nonperforming assets, including nonaccrual loans at amortized cost and foreclosed assets held for sale.

Table 8: Nonperforming Assets


	June 30,			December 31,			June 30,
(Dollars in thousands)	2025			2024			2024
Nonaccrual loans (1)	$	156,453		$	110,154		$	102,891
Loans past due 90 days or more (principal or interest payments)	709			603			558
Total nonperforming loans	157,162			110,757			103,449
Other nonperforming assets:
Foreclosed assets held for sale and other real estate owned	8,794			9,270			2,209
Other nonperforming assets	759			1,202			1,167
Total other nonperforming assets	9,553			10,472			3,376
Total nonperforming assets	$	166,715		$	121,229		$	106,825

Allowance for credit losses to nonperforming loans	161		%	212		%	223		%
Nonperforming loans to total loans	0.92		%	0.65		%	0.60		%
Nonperforming assets to total assets	0.62		%	0.45		%	0.39		%

_______________________________________

(1) Includes nonaccrual FDMs of approximately $27.9 million and $597,000 at June 30, 2025 and December 31, 2024, respectively.

The interest income on nonaccrual loans is not considered material for the three and six month periods ended June 30, 2025 and 2024.

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses is a reserve established through a provision for credit losses charged to expense which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations.

Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated for collective assessment. We use statistically-based models that leverage assumptions about current and future economic conditions throughout the contractual life of the loan. Expected credit losses are estimated by either lifetime loss rates or expected loss cash flows based on three key parameters: probability-of-default (“PD”), exposure-at-default (“EAD”), and loss-given-default (“LGD”). Future economic conditions are incorporated to the extent that they are reasonable and supportable. Beyond the reasonable and supportable periods, the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenarios. We also include qualitative adjustments to the allowance based on factors and considerations that have not otherwise been fully accounted for.

Loans that have unique risk characteristics are evaluated on an individual basis. These evaluations are typically performed on loans with a deteriorated internal risk rating. For a collateral-dependent loan, our evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan. If a loss is determined to be probable, the loss is included in the allowance for credit losses as a specific allocation.

An analysis of the allowance for credit losses on loans is shown in Table 9.

Table 9: Allowance for Credit Losses


(In thousands)	2025		2024
Balance, beginning of year	$	235,019	$	225,231

Loans charged off:
Credit card	3,162		3,064
Other consumer	1,484		1,282
Real estate	5,875		2,980
Commercial	12,500		11,836
Total loans charged off	23,021		19,162
Recoveries of loans previously charged off:
Credit card	545		469
Other consumer	600		842
Real estate	186		807
Commercial	1,466		897
Total recoveries	2,797		3,015
Net loans charged off	20,224		16,147
Provision for credit losses	38,742		21,305
Balance, June 30,	$	253,537	$	230,389

Loans charged off:
Credit card			3,373
Other consumer			1,029
Real estate			3,969
Commercial			15,031
Total loans charged off			23,402
Recoveries of loans previously charged off:
Credit card			622
Other consumer			554
Real estate			678
Commercial			698
Total recoveries			2,552
Net loans charged off			20,850
Provision for credit losses			25,480
Balance, end of year			$	235,019

Provision for Credit Losses

The amount of provision added to or released from the allowance during the three and six months ended June 30, 2025 and 2024, and for the year ended December 31, 2024, was based on management’s judgment, with consideration given to the composition and asset quality of the portfolio, historical loan loss experience, and assessment of current and expected economic forecasts and conditions. It is management’s practice to review the allowance on a monthly basis, and after considering the factors previously noted, to determine the level of provision made to the allowance.

Allowance for Credit Losses Allocation

As of June 30, 2025, the allowance for credit losses reflected an increase of approximately $18.5 million from December 31, 2024, while total loans increased by $105.2 million over the same six month period. The allocation in each category within the allowance generally reflects the overall changes in the loan portfolio mix.

The increase in the allowance for credit losses during the first six months of 2025 was primarily due to a provision expense of $15.6 million related to two specific credit relationships which migrated to nonperforming during the period, as well as the impact of updated economic forecasts. Our allowance for credit losses at June 30, 2025 was considered appropriate given the current economic environment and other related factors.

The following table sets forth the sum of the amounts of the allowance for credit losses attributable to individual loans within each category, or loan categories in general. The table also reflects the percentage of loans in each category to the total loan portfolio for each of the periods indicated. The allowance for credit losses by loan category is determined by (i) our estimated reserve factors by category including applicable qualitative adjustments and (ii) any specific allowance allocations that are identified on individually evaluated loans. The amounts shown are not necessarily indicative of the actual future losses that may occur within individual categories.

Table 10: Allocation of Allowance for Credit Losses


	June 30, 2025					December 31, 2024
(Dollars in thousands)	Allowance Amount			% of loans (1)		Allowance Amount			% of loans (1)
Credit cards	$	6,087		1.0	%	$	6,007		1.1	%
Other consumer	6,267			4.6	%	5,463			4.3	%
Real estate	203,985			78.2	%	181,962			78.8	%
Commercial	37,198			16.2	%	41,587			15.8	%
Total	$	253,537		100.0	%	$	235,019		100.0	%

Allowance for credit losses to period-end loans	1.48		%			1.38		%

_______________________________________

(1) Percentage of loans in each category to total loans.

DEPOSITS

Deposits are our primary source of funding for earning assets and are primarily developed through our network of 223 financial centers as of June 30, 2025. We offer a variety of products designed to attract and retain customers with a continuing focus on developing core deposits. Our core deposits consist of all deposits excluding time deposits of $250,000 or more and brokered deposits. As of June 30, 2025, core deposits comprised 78.3% of our total deposits.

We continually monitor the funding requirements along with competitive interest rates in the markets we serve. Because of our community banking philosophy, our executives in the local markets, with oversight by the Chief Deposit Officer, Asset Liability Committee and the Bank’s Treasury Department, establish the interest rates offered on both core and non-core deposits. This approach helps ensure that the interest rates being paid are competitively priced for each particular deposit product and structured to meet the funding requirements. We believe we are paying a competitive rate when compared with pricing in those markets.

We manage our interest expense through deposit pricing. We believe that additional funds can be attracted and deposit growth can be accelerated through deposit pricing if we experience increased loan demand or other liquidity needs. We can also utilize brokered deposits as an additional source of funding to meet liquidity needs. We are continually monitoring and looking for opportunities to fairly reprice our deposits while remaining competitive in this current challenging rate environment.

Our total deposits as of June 30, 2025, were $21.82 billion, compared to $21.89 billion as of December 31, 2024. Noninterest bearing transaction accounts, interest bearing transaction accounts and savings accounts totaled $15.65 billion at June 30, 2025, compared to $15.44 billion at December 31, 2024, an increase of $202.5 million. Total time deposits decreased $263.2 million to $6.18 billion at June 30, 2025, from $6.44 billion at December 31, 2024. We had $3.24 billion and $3.30 billion of brokered deposits at June 30, 2025, and December 31, 2024, respectively. We are continuing to refine our product offerings to give customers flexibility of choice while maintaining the ability to adjust interest rates timely in the current rate environment.

OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES

Our total debt was $1.00 billion and $1.11 billion at June 30, 2025 and December 31, 2024, respectively. The outstanding balance for June 30, 2025 includes $617.8 million in FHLB advances; $366.4 million in subordinated notes and unamortized debt issuance costs; and $16.5 million of other long-term debt. FHLB advances outstanding at June 30, 2025 are whole loan advances, which are due less than one year from origination and therefore are classified as short-term advances.

In March 2018, we issued $330.0 million in aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes (“Notes”) at a public offering price equal to 100% of the aggregate principal amount of the Notes. We incurred $3.6 million in debt issuance costs related to the offering. The Notes will mature on April 1, 2028 and are subordinated in right of payment to the payment of our other existing and future senior indebtedness, including all our general creditors. The Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of its subsidiaries.

We assumed Fixed-to-Floating Rate Subordinated Notes in an aggregate principal amount, net of premium adjustments, of $37.4 million in connection with the Spirit acquisition in April 2022 (the “Spirit Notes”). Subject to the redemption described below, the Spirit Notes would mature on July 31, 2030, and initially bear interest at a fixed annual rate of 6.00%, payable quarterly, in arrears, to, but excluding, July 31, 2025. From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate (“SOFR”), as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears. During the quarter ended June 30, 2025, we issued a notice of redemption to redeem the Spirit Notes, which were redeemed in full on July 31, 2025.

For information about the regulatory capital treatment of the Notes and the Spirit Notes, see the section “ Capital—Risk-Based Capital .”

CAPITAL

Overview

At June 30, 2025, total capital was $3.55 billion. Capital represents shareholder ownership in the Company – the book value of assets in excess of liabilities. At June 30, 2025, our common equity to asset ratio was 13.30% compared to 13.13% at year-end 2024.

Capital Stock

On February 27, 2009, at a special meeting, our shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $0.01 par value. On April 27, 2022, our shareholders approved amendments to our Articles of Incorporation to remove an $80.0 million cap on the aggregate liquidation preference associated with the preferred stock and increase the number of authorized shares of our Class A common stock from 175,000,000 to 350,000,000.

On October 29, 2019, we filed Amended and Restated Articles of Incorporation (“October Amended Articles”) with the Arkansas Secretary of State. The October Amended Articles classified and designated Series D Preferred Stock, Par Value $0.01 Per Share (“Series D Preferred Stock”), out of our authorized preferred stock. On November 30, 2021, we redeemed all of the Series D Preferred Stock, including accrued and unpaid dividends. On April 27, 2022, our shareholders approved an amendment to our Articles of Incorporation to remove the classification and designation for the Series D Preferred Stock. As of June 30, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding.

On May 17, 2024, we filed a shelf registration with the SEC. The shelf registration statement provides increased flexibility and more efficient access to raise capital from time to time through the sale of common stock, preferred stock, debt securities, depository shares, warrants, purchase contracts, subscription rights, units or a combination thereof, subject to market conditions. Specific terms and prices are determined at the time of any offering under a separate prospectus supplement that we are required to file with the SEC at the time of the specific offering.

On July 23, 2025, we closed a public offering of 18,653,000 shares of our Class A common stock, at a price to the public of $18.50 per share, which includes 2,433,000 shares of our Class A common stock granted pursuant to the underwriters’ option to purchase additional shares at the public offering price, less underwriting discounts. The proceeds from this public offering will help us offset the one-time estimated, realized after-tax loss of approximately $604.0 million (based on an estimated tax rate of 24.3%) incurred during the third quarter of 2025 from selling AFS securities discussed in the Investments and Securities section above.

Stock Repurchase Program

In January 2022, our Board of Directors authorized a stock repurchase program (“2022 Program”) under which we could repurchase up to $175.0 million of our Class A common stock currently issued and outstanding. Because the 2022 Program was set to terminate on January 31, 2024, our Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which we may repurchase up to $175.0 million of our Class A common stock currently issued and outstanding. The 2024 Program, which replaced the 2022 Program, will be executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and will terminate on January 31, 2026 (unless terminated sooner).

Under the 2024 Program, we may repurchase shares of our common stock through open market and privately negotiated transactions or otherwise. The timing, pricing, and amount of any repurchases under the 2024 Program will be determined by management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of our common stock, corporate considerations, our working capital and investment requirements, general market and economic conditions, and legal requirements. The 2024 Program does not obligate us to repurchase any common stock and may be modified, discontinued, or suspended at any time without prior notice. We anticipate funding for this 2024 Program to come from available sources of liquidity, including cash on hand and future cash flow.

Cash Dividends

We declared cash dividends on our common stock of $0.425 per share for the first six months of 2025 compared to $0.42 per share for the first six months of 2024, an increase of $0.005, or 1%. The timing and amount of future dividends are at the discretion of our Board of Directors and will depend upon our consolidated earnings, financial condition, liquidity and capital requirements, the amount of cash dividends paid to us by our subsidiaries, applicable government regulations and policies and other factors considered relevant by our Board of Directors. Our Board of Directors anticipates that we will continue to pay quarterly dividends in amounts determined based on the factors discussed above. However, there can be no assurance that we will continue to pay dividends on our common stock at the current levels or at all.

Parent Company Liquidity

The primary liquidity needs of the Parent Company are the payment of dividends to shareholders, the funding of debt obligations and cash needs for acquisitions. The primary sources for meeting these liquidity needs are the current cash on hand at the parent company and the future dividends received from Simmons Bank. Payment of dividends by Simmons Bank is subject to various regulatory limitations. For additional information regarding the parent company’s liquidity, see “ Liquidity Management ” and “ Market Risk Management ” in Item 3 – Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report on Form 10-Q. We continually assess our capital and liquidity needs and the best way to meet them, including, without limitation, through capital raising in the market via stock or debt offerings.

Risk-Based Capital

The Company and Simmons Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. The Company and Simmons Bank must hold a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements. Failure to meet this capital conservation buffer would result in additional limits on dividends, other distributions and discretionary bonuses. The Company’s management reviews regulatory capital levels on an ongoing basis in light of the size, composition and quality of the Company’s capital resources, and of trends and anticipated changes thereto.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes that, as of June 30, 2025, we meet all capital adequacy requirements to which we are subject. As of the most recent notification from regulatory agencies, Simmons Bank was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and Simmons Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s categories.

The Company’s risk-based capital ratios at June 30, 2025 and December 31, 2024 are presented in Table 11 below:

Table 11: Risk-Based Capital


	June 30,			December 31,
(Dollars in thousands)	2025			2024
Tier 1 capital:
Stockholders’ equity	$	3,549,210		$	3,528,872
CECL transition provision	—			30,873
Goodwill and other intangible assets	(1,379,104)			(1,385,128)
Unrealized loss on available-for-sale securities, net of income taxes	380,900			360,910
Total Tier 1 capital	2,551,006			2,535,527
Tier 2 capital:
Subordinated notes and debentures	366,369			366,293
Subordinated debt phase out	(198,000)			(132,000)
Qualifying allowance for credit losses and reserve for unfunded commitments	258,079			222,313
Total Tier 2 capital	426,448			456,606
Total risk-based capital	$	2,977,454		$	2,992,133

Risk weighted assets	$	20,646,324		$	20,473,960

Assets for leverage ratio	$	25,606,135		$	26,037,459

Ratios at end of period:
Common equity Tier 1 ratio (CET1)	12.36		%	12.38		%
Tier 1 leverage ratio	9.96		%	9.74		%
Tier 1 risk-based capital ratio	12.36		%	12.38		%
Total risk-based capital ratio	14.42		%	14.61		%
Minimum guidelines:
Common equity Tier 1 ratio (CET1)	4.50		%	4.50		%
Tier 1 leverage ratio	4.00		%	4.00		%
Tier 1 risk-based capital ratio	6.00		%	6.00		%
Total risk-based capital ratio	8.00		%	8.00		%

Regulatory Capital Changes

In December 2018, the Federal Reserve, Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation (“FDIC”) (collectively, the “agencies”) issued a final rule revising regulatory capital rules in anticipation of the adoption of ASU 2016-13 that provided an option to phase in over a three year period on a straight line basis the day-one impact of the adoption on earnings and Tier 1 capital (the “CECL Transition Provision”).

In March 2020 and in response to the COVID-19 pandemic, the agencies issued a new regulatory capital rule revising the CECL Transition Provision to delay the estimated impact on regulatory capital stemming from the implementation of ASU 2016-13. The rule provided banking organizations that implement CECL before the end of 2020 the option to delay for two years an estimate of CECL’s effect on regulatory capital, followed by a three-year transition period (the “2020 CECL Transition Provision”). The Company elected to apply the 2020 CECL Transition Provision.

The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios with a more risk-sensitive approach. The Basel III Capital Rules established risk-weighting categories depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures.

The final rules included a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets to 6.0% and require a minimum leverage ratio of 4.0%.

Qualifying subordinated debt of $168.4 million and $234.3 million is included as Tier 2 and total capital of the Company for periods ended June 30, 2025 and December 31, 2024, respectively.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See the Recently Issued Accounting Standards section in Note 1, Preparation of Interim Financial Statements, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on the Company’s ongoing financial position and results of operation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this quarterly report may not be based on historical facts and should be considered “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,” or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, those relating to the Company’s future growth, business strategies, product development, acquisitions and their expected benefits, revenue, expenses, assets, asset quality, profitability, earnings, accretion, dividends, customer service, lending capacity and lending activity, loan demand, deposit levels, investment in digital channels, critical accounting policies and estimates, net interest income, net interest margin, noninterest income, noninterest expense, the Company’s stock repurchase program, consumer behavior and liquidity, the Company’s ability to recruit and retain key employees, the adequacy of the allowance for credit losses, income tax deductions, credit quality, the level of credit losses from lending commitments, net interest revenue, interest rates and interest rate sensitivity (including, among other things, the impact of rising or declining interest rates), economic conditions, repricing of loans and time deposits, loan loss experience, liquidity, the Company’s expectations regarding actions by the regulatory agencies, capital resources, the expected expenses and cost savings associated with branch closures, market risk, plans for investments in (and cash flows from) securities and investment portfolio strategies, effect of pending and future litigation, staffing initiatives, estimated cost savings associated with the Company’s early retirement program, legal and regulatory limitations and compliance and competition.

These forward-looking statements are based on various assumptions and involve inherent risks and uncertainties, and may not be realized due to a variety of factors, including, without limitation: changes in the Company’s operating, acquisition, or expansion strategy; the effects of future economic conditions (including unemployment levels and slowdowns in economic growth), governmental monetary and fiscal policies (including the policies of the Federal Reserve, as well as legislative and regulatory changes); changes in tariff policies; general business conditions, as well as conditions within the financial markets, developments impacting the financial services industry, such as bank failures or concerns involving liquidity; changes in real estate values; changes in interest rates and related governmental policies; changes in liquidity, and the availability of and costs associated with obtaining adequate and timely sources of liquidity; increased inflation; changes in the level and composition of deposits, loan demand, deposit flows, and the values of loan collateral, securities and interest sensitive assets and liabilities; changes in credit quality; actions taken by the Company to manage its investment securities portfolio; changes in the securities markets generally or the price of the Company’s common stock, specifically; changes in the assumptions used in making the forward-looking statements; developments in information technology affecting the financial industry; cyber threats, attacks or events, including at third parties on which we rely for key services; the ability to collect amounts due under loan agreements; reliance on third parties for the provision of key services; further changes in accounting principles relating to loan loss recognition; the costs of evaluating possible acquisitions and the risks inherent in integrating acquisitions; possible adverse rulings, judgements, settlements, fines and other outcomes of pending or future litigation or government actions; market disruptions, including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, war and other military conflicts (including the ongoing military conflicts between Russia and Ukraine and Israel and Iran) or other major events, or the prospect of these events; changes in customer behaviors and preferences, including consumer spending, borrowing and saving habits; the soundness of other financial institutions and indirect exposure related to the closings of other financial institutions and their impact on the broader market through other customers, suppliers and partners (or that the conditions which resulted in the liquidity concerns that led to the large regional bank failures during 2023 may also adversely impact, directly or indirectly, other financial institutions and market participants with which the Company has commercial or deposit relationships); the loss of key employees; fraud that results in material losses or that we have not discovered yet that may result in material losses; increased unemployment; labor shortages; the Company’s ability to manage and successfully integrate its mergers and acquisitions to fully realize cost savings and other benefits associated with those transactions; increased delinquency and foreclosure rates on commercial real estate and other loans; significant increases in nonaccrual loan balances; the effects of government legislation; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, cell-phone/tablet, telephone, computer and the Internet; the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans, other real estate owned and other cautionary statements set forth elsewhere in this report.

Additional information on factors that might cause the Company’s results to differ materially from those disclosed in the forward-looking statements is included in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this quarterly report, the Company’s annual report on Form 10-K for the year ended December 31, 2024, and related disclosures in other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Many of these factors are beyond our ability to predict or control, and actual results could differ materially from those in the forward-looking statements due to these factors and others. In addition, as a result of these and other factors, our past financial performance should not be relied upon as an indication of future performance.

We believe the assumptions and expectations that underlie or are reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof. However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations or whether our future performance will differ materially from the performance reflected in or implied by our forward-looking statements, and you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and all written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this section.

GAAP RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The tables below present computations of adjusted earnings (net income excluding certain items {net branch right sizing costs, FDIC special assessment, termination of vendor and software services, early retirement program costs and tax effect}) (non-GAAP), and adjusted diluted earnings per share (non-GAAP) as well as a computation of tangible book value per share (non-GAAP), tangible common equity to tangible assets (non-GAAP), adjusted noninterest expense (non-GAAP), uninsured, non-collateralized deposits (non-GAAP) and the coverage ratio of uninsured, non-collateralized deposits (non-GAAP). Adjusted items are included in financial results presented in accordance with generally accepted accounting principles (US GAAP).

We believe the exclusion of these certain items in expressing earnings and certain other financial measures, including “adjusted earnings,” provides a meaningful basis for period-to-period and company-to-company comparisons, which management believes will assist investors and analysts in analyzing the adjusted financial measures of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of the Company’s business because management does not consider these certain items to be relevant to ongoing financial performance. Management and the Board of Directors utilize “adjusted earnings” (non-GAAP) for the following purposes:

• Preparation of the Company’s operating budgets

• Monthly financial performance reporting

• Monthly “flash” reporting of consolidated results (management only)

• Investor presentations of Company performance

We believe the presentation of “adjusted earnings” on a diluted per share basis (non-GAAP) provides a meaningful basis for period-to-period and company-to-company comparisons, which management believes will assist investors and analysts in analyzing the adjusted financial measures of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of the Company’s business, because management does not consider these certain items to be relevant to ongoing financial performance on a per share basis. Management and the Board of Directors utilize “adjusted diluted earnings per share” (non-GAAP) for the following purposes:

• Calculation of annual performance-based incentives for certain executives

• Calculation of long-term performance-based incentives for certain executives

• Investor presentations of Company performance

We have $1.411 billion and $1.418 billion total goodwill and other intangible assets for the periods ended June 30, 2025 and December 31, 2024, respectively. Because our acquisition strategy has resulted in a high level of intangible assets, management believes useful calculations include tangible book value per share (non-GAAP) and tangible common equity to tangible assets (non-GAAP).

We believe that presenting these non-GAAP financial measures permits investors and analysts to assess the performance of the Company on the same basis as that is applied by management and the Board of Directors.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, we have procedures in place to identify and approve each item that qualifies as adjusted to ensure that the Company’s “adjusted” results are properly reflected for period-to-period comparisons. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. In particular, a measure of earnings that excludes certain items does not represent the amount that effectively accrues directly to stockholders (i.e., certain items are included in earnings and stockholders’ equity). Additionally, similarly titled non-GAAP financial measures used by other companies may not be computed in the same or similar fashion.

See Table 12 below for the reconciliation of non-GAAP financial measures, which exclude certain items for the periods presented.

Table 12: Reconciliation of Adjusted Earnings (non-GAAP)


	Three Months Ended				Six Months Ended
	June 30,		March 31,		June 30,		June 30,
(In thousands, except per share data)	2025		2025		2025		2024
Net income available to common stockholders	$	54,773	$	32,388	$	87,161	$	79,634
Certain items:
FDIC Special Assessment	—		—		—		1,832

Early retirement program	1,594		—		1,594		337
Termination of vendor and software services	—		—		—		615

Branch right sizing (net)	163		994		1,157		755
Tax effect (1)	(459)		(260)		(719)		(925)
Certain items, net of tax	1,298		734		2,032		2,614
Adjusted earnings (non-GAAP)	$	56,071	$	33,122	$	89,193	$	82,248

Diluted earnings per share (2)	$	0.43	$	0.26	$	0.69	$	0.63
Certain items:
FDIC Special Assessment	—		—		—		0.02

Early retirement program	0.01		—		0.01		—
Termination of vendor and software services	—		—		—		—

Branch right sizing (net)	—		—		0.01		0.01
Tax effect (1)	—		—		—		(0.01)
Certain items, net of tax	0.01		—		0.02		0.02
Adjusted diluted earnings per share (non-GAAP)	$	0.44	$	0.26	$	0.71	$	0.65

_______________________________________

(1) Effective tax rate of 26.135%.

(2) See Note 15, Earnings Per Share (“EPS”), for number of shares used to determine EPS.

See Table 13 below for the reconciliation of adjusted noninterest expense for the periods presented.

Table 13: Reconciliation of Adjusted Noninterest Expense (non-GAAP)


	Three Months Ended				Six Months Ended
	June 30,		March 31,		June 30,		June 30,
(In thousands)	2025		2025		2025		2024






Noninterest expense	$	138,589	$	144,580	$	283,169	$	279,233
Certain items:

Early retirement program	(1,594)		—		(1,594)		(337)
Termination of vendor and software services	—		—		—		(615)
FDIC Special Assessment	—		—		—		(1,832)
Branch right sizing	(163)		(994)		(1,157)		(755)
Total certain items	(1,757)		(994)		(2,751)		(3,539)
Adjusted noninterest expense (non-GAAP)	$	136,832	$	143,586	$	280,418	$	275,694

See Table 14 below for the reconciliation of tangible book value per share.

Table 14: Reconciliation of Tangible Book Value per Share (non-GAAP)


	June 30,		December 31,
(In thousands, except per share data)	2025		2024
Total common stockholders’ equity	$	3,549,210	$	3,528,872
Intangible assets:
Goodwill	(1,320,799)		(1,320,799)
Other intangible assets	(90,617)		(97,242)
Total intangibles	(1,411,416)		(1,418,041)
Tangible common stockholders’ equity	$	2,137,794	$	2,110,831
Shares of common stock outstanding	125,996,248		125,651,540

Book value per common share	$	28.17	$	28.08

Tangible book value per share (non-GAAP)	$	16.97	$	16.80

See Table 15 below for the calculation of tangible common equity and the reconciliation of tangible common equity to tangible assets.

Table 15: Reconciliation of Tangible Common Equity and the Ratio of Tangible Common Equity to Tangible Assets (non-GAAP)


	June 30,			December 31,
(Dollars in thousands)	2025			2024
Total common stockholders’ equity	$	3,549,210		$	3,528,872
Intangible assets:
Goodwill	(1,320,799)			(1,320,799)
Other intangible assets	(90,617)			(97,242)
Total intangibles	(1,411,416)			(1,418,041)
Tangible common stockholders’ equity	$	2,137,794		$	2,110,831

Total assets	$	26,693,620		$	26,876,049
Intangible assets:
Goodwill	(1,320,799)			(1,320,799)
Other intangible assets	(90,617)			(97,242)
Total intangibles	(1,411,416)			(1,418,041)
Tangible assets	$	25,282,204		$	25,458,008

Ratio of common equity to assets	13.30		%	13.13		%
Ratio of tangible common equity to tangible assets (non-GAAP)	8.46		%	8.29		%

See Table 16 below for the reconciliation of uninsured, non-collateralized deposits and the calculation of uninsured, non-collateralized deposit coverage ratio.

Table 16: Reconciliation of Uninsured, Non-Collateralized Deposits and the Calculation of Uninsured, Non-Collateralized Deposit Coverage Ratio (non-GAAP)


	June 30,		December 31,
(In thousands)	2025		2024
Uninsured deposits at Simmons Bank	$	8,407,847	$	8,467,291
Less: Collateralized deposits (excluding portion that is FDIC insured)	2,691,215		2,790,339
Less: Intercompany eliminations	1,121,932		1,045,734
Total uninsured, non-collateralized deposits	$	4,594,700	$	4,631,218

FHLB borrowing availability	$	5,133,000	$	4,716,000
Unpledged securities	3,697,000		4,103,000
Fed funds lines, Fed discount window and Bank Term Funding Program (1)	1,894,000		2,081,000
Additional liquidity sources	$	10,724,000	$	10,900,000

Uninsured, non-collateralized deposit coverage ratio	2.3x		2.4x

___________________________________

(1) The Bank Term Funding Program closed for new loans on March 11, 2024. At no time did the Company borrow funds under this program.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has leveraged its investment in Simmons Bank and depends upon the dividends paid to it, as the sole shareholder of Simmons Bank, as a principal source of funds for dividends to shareholders, stock repurchases and debt service requirements. At June 30, 2025, undivided profits of Simmons Bank were approximately $576.9 million, $78.2 million of which were available for the payment of dividends to the Company without regulatory approval. In addition to dividends, other sources of liquidity for the Company are the sale of equity securities and the borrowing of funds.

Subsidiary Bank

Generally speaking, Simmons Bank relies upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash used in investing activities. Typical of most banking companies, significant financing activities include: deposit gathering; use of short-term borrowing facilities, such as federal funds purchased and repurchase agreements; and the issuance of long-term debt. Simmons Bank’s primary investing activities include loan originations and purchases of investment securities, offset by loan payoffs and investment cash flows and maturities.

Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors and borrowers by either converting assets into cash or accessing new or existing sources of incremental funds. A major responsibility of management is to maximize net interest income within prudent liquidity constraints. Internal corporate guidelines have been established to constantly measure liquid assets as well as relevant ratios concerning earning asset levels and purchased funds. The management and Board of Directors of the subsidiary bank monitors these same indicators and makes adjustments as needed.

Liquidity Management

The objective of our liquidity management is to access adequate sources of funding to ensure that cash flow requirements of depositors and borrowers are met in an orderly and timely manner. Sources of liquidity are managed so that reliance on any one funding source is kept to a minimum. Our liquidity sources are prioritized for both availability and time to activation.

Our liquidity is a primary consideration in determining funding needs and is an integral part of asset/liability management. Pricing of the liability side is a major component of interest margin and spread management. Adequate liquidity is a necessity in addressing this critical task. There are seven primary and secondary sources of liquidity available to the Company. The particular liquidity need and timeframe determine the use of these sources.

The first source of liquidity available to the Company is federal funds. Federal funds are available on a daily basis and are used to meet the normal fluctuations of a dynamic balance sheet. As of June 30, 2025, Simmons Bank had approximately $435.0 million in federal funds lines of credit from upstream correspondent banks that can be accessed, if and when needed. In order to ensure availability of these upstream funds we test these borrowing lines at least annually. Historical monitoring of these funds has made it possible for us to project seasonal fluctuations and structure our funding requirements on a month-to-month basis.

Second, Simmons Bank has lines of credit available with the FHLB. While we use portions of those lines to match off longer-term mortgage loans, we also use those lines to meet liquidity needs. Approximately $5.13 billion of these lines of credit are currently available, if needed, for liquidity.

A third source of liquidity is that we have the ability to access large wholesale deposits from both the public and private sector to fund short-term liquidity needs.

A fourth source of liquidity is the retail deposits available through our network of financial centers throughout Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas. Although this method can be a somewhat more expensive alternative to supplying liquidity, this source can be used to meet intermediate term liquidity needs.

Fifth, we use a laddered investment portfolio that ensures there is a steady source of intermediate term liquidity. These funds can be used to meet seasonal loan patterns and other intermediate term balance sheet fluctuations. Approximately 40.1% o f the investment portfolio was classified as available-for-sale as of June 30, 2025, and we may generate additional liquidity through opportunistic sales of investment securities. We also use securities held in the securities portfolio to pledge when obtaining public funds.

Sixth, we have a network of downstream correspondent banks from which we can access debt to meet liquidity needs.

Finally, we have the ability to access funds through the Federal Reserve Bank Discount Window.

We believe the various sources available are ample liquidity for short-term, intermediate-term and long-term liquidity.

Market Risk Management

Market risk arises from changes in interest rates. We have risk management policies to monitor and limit exposure to market risk. In asset and liability management activities, policies designed to minimize structural interest rate risk are in place. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance-sheet transactions are aggregated, and the resulting net positions are identified.

Interest Rate Sensitivity

Interest rate risk represents the potential impact of interest rate changes on net income and capital resulting from mismatches in repricing opportunities of assets and liabilities over a period of time. A number of tools are used to monitor and manage interest rate risk, including simulation models and interest sensitivity gap analysis. Management uses simulation models to estimate the effects of changing interest rates and various balance sheet strategies on the level of the Company’s net income and capital. As a means of limiting interest rate risk to an acceptable level, management may alter the mix of floating and fixed-rate assets and liabilities, change pricing schedules and manage investment maturities during future security purchases, or enter into derivative contracts such as interest rate swaps.

The simulation model incorporates management’s assumptions regarding the level of interest rates or balance changes for indeterminate maturity deposits for a given level of market rate changes. These assumptions have been developed through anticipated pricing behavior. Key assumptions in the simulation models include the relative timing of prepayments, cash flows and maturities. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of a change in interest rates on net income or capital. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.

As of June 30, 2025, the model simulations projected that 100 and 200 basis point increases in interest rates would result in a negative variance in net interest income of 1.10% and 2.48%, respectively, relative to the base case over the next 12 months. Interest rate decreases of 100 and 200 basis points would result in positive variances in net interest income of 0.10% and 0.37%, respectively, relative to the base case over the next 12 months. These results reflect a liability-sensitive balance sheet and are consistent with the Company’s shift toward short-term funding combined with relatively little change in the mix of interest-earning assets.

These are good faith estimates and assume that the composition of our interest sensitive assets and liabilities existing at each period-end will remain constant over the relevant twelve month measurement period and that changes in market interest rates are instantaneous and sustained across the yield curve regardless of duration of pricing characteristics of specific assets or liabilities. Also, this analysis does not contemplate any actions that we might undertake in response to changes in market interest rates, or the actions that we took in July 2025 in connection with the balance sheet repositioning (including the Investment Securities Transaction). We believe these estimates are not necessarily indicative of what actually could occur in the event of immediate interest rate increases or decreases of this magnitude. As interest-bearing assets and liabilities reprice in different time frames and proportions to market interest rate movements, various assumptions must be made based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive and market conditions, we anticipate that our future results will likely be different from the foregoing estimates, and such differences could be material.

The table below presents our sensitivity to net interest income at June 30, 2025:

Table 17: Net Interest Income Sensitivity


Interest Rate Scenario			% Change from Base
Up 200 basis points			(2.48)%
Up 100 basis points			(1.10)%
Down 100 basis points			0.10%
Down 200 basis points			0.37%

Item 4. Controls and Procedures

Management, under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer have concluded that the Company’s current disclosure controls and procedures were effective at the reasonable assurance levels as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company or its subsidiary to disclose material information required to be set forth in the Company’s periodic reports.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2025, which materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II: Other Information

Item 1. Legal Proceedings

The information contained in Note 11, Contingent Liabilities, of the Condensed Notes to Consolidated Financial Statements in Part I, Item 1 of this report is incorporated herein by reference.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes in the risk factors faced by the Company from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Changes in, or interpretations of, tax rules and regulations or our tax positions may adversely affect our income taxes, financial condition or results of operations.

Significant judgment is required in determining our provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are subject to audit by various tax authorities. In accordance with U.S. GAAP, we recognize income tax benefits, net of required valuation and uncertain tax position allowances. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different than reflected in historical income tax provisions and accruals. Should additional taxes be assessed as a result of an audit or litigation, an adverse effect on our income tax provision and net income in the period or periods for which that determination is made could result.

During the third quarter of 2025, we completed a balance sheet repositioning focused on our investment securities portfolio in which we reclassified our held-to-maturity securities to available-for-sale and then sold approximately $ 3.2 billion (amortized cost basis) of investment securities. The sale of investment securities resulted in an estimated, realized after-tax loss of approximately $ 604.0 million (based on an estimated tax rate of 24.3%), which will be recorded during the third quarter of 2025.

We expect that the losses described above should be entitled to ordinary treatment. However, the Internal Revenue Service could determine that the losses described above should not be entitled to ordinary treatment, in which case we could be subject to material amounts of taxes which would have a material adverse effect on our financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In January 2022, our Board of Directors authorized a stock repurchase program (the “2022 Program”) under which we could repurchase up to $175.0 million of our Class A common stock currently issued and outstanding. Because the 2022 Program was set to terminate on January 31, 2024, our Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which we may repurchase up to $175.0 million of our Class A common stock currently issued and outstanding. The 2024 Program, which replaced the 2022 Program, will be executed in accordance with Rule 10b-18 under the Exchange Act and will terminate on January 31, 2026 (unless terminated sooner). The timing, pricing, and amount of any repurchases under the 2024 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 Company’s common stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements.

Information concerning our purchases of common stock during the quarter ended June 30, 2025 is as follows:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2025 - April 30, 2025	—	$	—	—	$	175,000,000
May 1, 2025 - May 31, 2025	—	—		—	$	175,000,000
June 1, 2025 - June 30, 2025	—	—		—	$	175,000,000
Total	—	$	—	—

_______________________________________

(1) No shares of restricted stock were purchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.

Item 5. Other Information

During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) 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).

Item 6. Exhibits


Exhibit No.			Description
3.1			Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on July 14, 2021 (incorporated by reference to Exhibit 3.1 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. 333-258059)).
3.2			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. 000-06253)).
3.3			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. 000-06253)).
4.1			Instruments defining the rights of security holders, including indentures. Simmons First National Corporation hereby agrees to furnish copies of instruments defining the rights of holders of long-term debt of the Corporation and its consolidated subsidiaries to the U.S. Securities and Exchange Commission upon request. No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.
14.1			Amended and Restated 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. 000-06253)).
14.2			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. 000-06253)).
15.1			Awareness Letter of Forvis Mazars, LLP.*
31.1			Rule 13a-15(e) and 15d-15(e) Certification – George A. Makris, Jr., Chairman and Chief Executive Officer.*
31.2			Rule 13a-15(e) and 15d-15(e) Certification – C. Daniel Hobbs, Executive Vice President and Chief Financial Officer.*
31.3			Rule 13a-15(e) and 15d-15(e) Certification – David W. Garner, Executive Vice President and Chief Accounting Officer.*
32.1			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.**
32.2			Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – C. Daniel Hobbs, Executive Vice President and Chief Financial Officer.**
32.3			Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – David W. Garner, Executive Vice President and Chief Accounting Officer.**
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.*
101.SCH			Inline XBRL Taxonomy Extension Schema.*
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase.*
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase.*
101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase.*
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase.*
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________________________________________________________________________________________________

* Filed herewith

** Furnished herewith

SIGNATURES

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 thereunto duly authorized.

SIMMONS FIRST NATIONAL CORPORATION

(Registrant)


Date:	August 5, 2025	/s/ George A. Makris, Jr.
		George A. Makris, Jr.
		Chairman and Chief Executive Officer
		(Principal Executive Officer)


Date:	August 5, 2025	/s/ C. Daniel Hobbs
		C. Daniel Hobbs
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)


Date:	August 5, 2025	/s/ David W. Garner
		David W. Garner
		Executive Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

TABLE OF CONTENTS

Part I: Financial Information Item 1. Financial Statements (unaudited)Note 1: Preparation Of Interim Financial Statements Note 2: Investment Securities Note 3: Loans and Allowance For Credit Losses Note 4: Right-of-use Lease Assets and Lease Liabilities Note 5: Premises and Equipment Note 6: Goodwill and Other Intangible Assets Note 7: Time Deposits Note 8: Income Taxes Note 9: Securities Sold Under Agreements To Repurchase Note 10: Other Borrowings and Subordinated Notes and Debentures Note 11: Contingent Liabilities Note 12: Capital Stock Note 13: Undivided Profits Note 14: Stock-based Compensation Note 15: Earnings Per Share ( Eps )Note 16: Additional Cash Flow Information Note 17: Other Income and Other Operating Expenses Note 18: Operating Segments Note 19: Certain Transactions Note 20: Commitments and Credit Risk Note 21: Fair Value Measurements Note 22: Derivative Instruments Note 23: Subsequent Events Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part Ii: Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on July 14, 2021 (incorporated by reference to Exhibit 3.1 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. 333-258059)). 3.2 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 Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No. 000-06253)). 3.3 Amended and Restated By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.1 to Simmons First National Corporations Current Report on Form 8-K filed on December 26, 2023 (File No. 000-06253)). 14.1 Amended and Restated 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 Corporations Current Report on Form 8-K filed on December 26, 2023 (File No. 000-06253)). 14.2 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 Corporations Current Report on Form 8-K filed on December 26, 2023 (File No. 000-06253)). 15.1 Awareness Letter of Forvis Mazars, LLP.* 31.1 Rule 13a-15(e) and 15d-15(e) Certification George A. Makris, Jr., Chairman and Chief Executive Officer.* 31.2 Rule 13a-15(e) and 15d-15(e) Certification C. Daniel Hobbs, Executive Vice President and Chief Financial Officer.* 31.3 Rule 13a-15(e) and 15d-15(e) Certification David W. Garner, Executive Vice President and Chief Accounting Officer.* 32.1 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.** 32.2 Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 C. Daniel Hobbs, Executive Vice President and Chief Financial Officer.** 32.3 Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 David W. Garner, Executive Vice President and Chief Accounting Officer.**

SFNC 10-Q Quarter ended June 30, 2025

Exhibits