UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On January 24, 2024, Simmons First National Corporation (“Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 (“Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
On January 24, 2024, the Company issued an investor presentation, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information provided pursuant to this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On January 23, 2024, the board of directors of the Company authorized a new stock repurchase program (“Program”) under which the Company may repurchase up to $175,000,000 of its Class A common stock (“Common Stock”) currently issued and outstanding. The 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 new Program replaces the Company’s existing stock repurchase program, which was announced on January 27, 2022. Under the Program, the Company may repurchase shares of its Common Stock through open market and privately negotiated transactions or otherwise (including pursuant to a trading plan in accordance with Exchange Act Rule 10b5-1). The timing, pricing, and amount of any repurchases under the Program will be determined by the Company’s management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of the Common Stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements. The Program does not obligate the Company to repurchase any Common Stock and may be modified, discontinued, or suspended at any time without prior notice.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 99.1 | Press Release dated January 24, 2024 | |
| Exhibit 99.2 | Investor Presentation issued on January 24, 2024 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIMMONS FIRST NATIONAL CORPORATION | ||||||
| /s/ James M. Brogdon | ||||||
| Date: January 24, 2024 |
James M. Brogdon, President | |||||