UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 7, 2025, Southside Bancshares, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company, Southside Bank, a wholly-owned subsidiary of the Company, and Keefe, Bruyette & Woods, Inc., as representative to the several underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to issue and sell to the Underwriters $150,000,000 aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). The Company’s offering of the Notes is expected to close on or about August 14, 2025, subject to the satisfaction of customary closing conditions.
The offering of the Notes is being made pursuant to the Company’s effective registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2023 (File No. 333-271518) (the “Registration Statement”), including a base prospectus, dated April 28, 2023, included as part of the Registration Statement, a preliminary prospectus supplement, filed with the SEC on August 7, 2025, and a final prospectus supplement, filed with the SEC on August 8, 2025, relating to the Notes.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
Item 9.01 Financial Statements and Exhibits.
(D) Exhibits. The following materials are furnished as exhibits to this Current Report on Form 8-K:
| Exhibit Number | Description of Exhibit | |
| 1.1 | Underwriting Agreement dated August 7, 2025, by and among the Southside Bancshares, Inc., Southside Bank and Keefe, Bruyette & Woods, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Southside Bancshares, Inc. | ||
| Date: August 8, 2025 | By: | /s/ JULIE N. SHAMBURGER |
| Julie N. Shamburger, CPA | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |