On October 8, 2021, the Company completed its acquisition of Landmark Community Bank (“Landmark”) pursuant to the terms of the Agreement and Plan of Merger dated as of June 4, 2021 (“Landmark Agreement”), at which time Landmark merged with and into Simmons Bank, with Simmons Bank continuing as the surviving entity. The Company issued 4,499,872 shares of its common stock valued at approximately $138.2 million as of October 8, 2021, plus $6,451,727.43 in cash, in exchange for all outstanding shares of Landmark capital stock (and common stock equivalents) to effect the merger.

Prior to the acquisition, Landmark, headquartered in Collierville, Tennessee, conducted banking business from 8 branches located in the Memphis and Nashville, Tennessee, metropolitan areas. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $968.8 million in assets, including approximately $789.5 million in loans (inclusive of loan discounts), and approximately $802.7 million in deposits.

Goodwill of $31.5 million was recorded as a result of the transaction. The merger strengthened the Company’s market share and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.


(In thousands)	Acquired from Landmark		Fair Value Adjustments		Fair Value
Assets Acquired
Cash and due from banks	$	27,591	$	—	$	27,591
Due from banks - time	100		—		100
Investment securities	114,793		(125)		114,668
Loans acquired	785,551		3,953		789,504
Allowance for credit losses on loans	(5,980)		3,621		(2,359)
Premises and equipment	9,540		(4,099)		5,441
Bank owned life insurance	21,287		—		21,287
Core deposit intangible	88		4,071		4,159
Other assets	13,036		(4,655)		8,381
Total assets acquired	$	966,006	$	2,766	$	968,772


(In thousands)	Acquired from Landmark		Fair Value Adjustments		Fair Value
Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	110,393	$	—	$	110,393
Interest bearing transaction accounts and savings deposits	425,777		—		425,777
Time deposits	266,835		(334)		266,501
Total deposits	803,005		(334)		802,671
Other borrowings	47,023		—		47,023
Accrued interest and other liabilities	8,459		(3,122)		5,337
Total liabilities assumed	858,487		(3,456)		855,031
Equity	107,519		(107,519)		—
Total equity assumed	107,519		(107,519)		—
Total liabilities and equity assumed	$	966,006	$	(110,975)	$	855,031
Net assets acquired					113,741
Purchase price					145,195
Goodwill					$	31,454

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the merger. Management will continue to review the estimated fair values and evaluate the assumed tax positions. The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the completion of the merger. Therefore, adjustments to the estimated amounts and carrying values may occur.

On October 8, 2021, the Company completed its merger with Triumph Bancshares, Inc. (“Triumph”) pursuant to the terms of the Agreement and Plan of Merger dated as of June 4, 2021 (“Triumph Agreement”), at which time Triumph merged with and into the Company, with the Company continuing as the surviving corporation. The Company issued 4,164,712 shares of its common stock valued at approximately $127.9 million as of October 8, 2021, plus $1,693,402.93 in cash, in exchange for all outstanding shares of Triumph capital stock (and common stock equivalents) to effect the merger.

Prior to the acquisition, Triumph, headquartered in Memphis, Tennessee, conducted banking business through its subsidiary bank, Triumph Bank, from 6 branches located in the Memphis and Nashville, Tennessee, metropolitan areas. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $846.9 million in assets, including approximately $698.8 million in loans (inclusive of loan discounts), and approximately $719.7 million in deposits.

Goodwill of $40.2 million was recorded as a result of the transaction. The merger strengthened the Company’s market share and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.


(In thousands)	Acquired from Triumph		Fair Value Adjustments		Fair Value
Assets Acquired
Cash and due from banks	$	7,484	$	—	$	7,484
Due from banks - time	495		—		495
Investment securities	130,571		(1,116)		129,455
Loans acquired	702,460		(3,674)		698,786
Allowance for credit losses on loans	(12,617)		1,525		(11,092)
Premises and equipment	2,774		484		3,258
Goodwill	1,550		(1,550)		—
Core deposit intangible	—		5,136		5,136
Other assets	12,806		594		13,400
Total assets acquired	845,523		1,399		846,922

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	115,729	$	—	$	115,729
Interest bearing transaction accounts and savings deposits	383,434		—		383,434
Time deposits	219,477		1,094		220,571
Total deposits	718,640		1,094		719,734
Other borrowings	2,854		—		2,854
Subordinated debentures	30,700		—		30,700
Accrued interest and other liabilities	2,882		455		3,337
Total liabilities assumed	755,076		1,549		756,625
Equity	90,446		(90,446)		—
Total equity assumed	90,446		(90,446)		—
Total liabilities and equity assumed	$	845,522	$	(88,897)	$	756,625
Net assets acquired					90,297
Purchase price					130,544
Goodwill					$	40,247

Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Loans acquired – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was

amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. See Note 5, Loans and Allowance for Credit Losses, in the accompanying Notes to Consolidated Financial Statements for additional information related to purchased financial assets with credit deterioration.

Premises and equipment – Bank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired.

Goodwill – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill. Goodwill established prior to the acquisitions, if applicable, was written off.

Core deposit intangible – This intangible asset represents the value of the relationships that the acquired banks had with their deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits. Any core deposit intangible established prior to the acquisitions, if applicable, was written off.

Other assets – The fair value adjustment results from certain assets whose value was estimated to be more or less than book value, such as certain prepaid assets, receivables and other miscellaneous assets. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The Company performed a fair value analysis of the estimated weighted average interest rate of the certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference when material.

Accrued interest and other liabilities – The fair value adjustment results from certain liabilities whose value was estimated to be more or less than book value, such as certain accounts payable and other miscellaneous liabilities. The adjustment also establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition. The carrying amount of accrued interest and the remainder of other liabilities was deemed to be a reasonable estimate of fair value.

On November 19, 2021, the Company announced that it had entered into an Agreement and Plan of Merger (“Spirit Agreement”) with Spirit of Texas Bancshares, Inc. (“Spirit”), headquartered in Conroe, Texas, to acquire Spirit, including its wholly-owned bank subsidiary, Spirit of Texas Bank SSB. The merger was completed on April 8, 2022, at which time Spirit was merged with and into the Company, with the Company continuing as the surviving corporation. Pursuant to the terms of the Spirit Agreement, holders of Spirit’s common stock and common stock equivalents received, in the aggregate, 18,275,074 shares of the Company’s common stock and $1,393,508.24 in cash.

Prior to the acquisition, Spirit conducted banking business from 35 branches located primarily in the Texas Triangle - consisting of Dallas-Fort Worth, Houston, San Antonio and Austin metropolitan areas - with additional locations in the Bryan-College Station, Corpus Christi and Tyler metropolitan areas, along with offices in North Central and South Texas. As of March 31, 2022, Spirit had approximately $3.22 billion in assets, $2.38 billion in loans and $2.74 billion in deposits.