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SIMMONS FIRST NATIONAL CORP

For the period ended May 13, 2026. Filed Apr 8, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2026 · Filed Apr 8, 2026

SFNC$23.34+0.5%Stored close · as of Nov 6, 2026
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Contents

Executive Compensation Program Overview

The Company takes shareholder feedback on its compensation programs very seriously. The Company appreciates that approximately 97% of shares that voted on the Company’s“say-on-pay” proposal at the 2025 Annual Meeting of Shareholders approved the 2024 compensation of the named executive officers as disclosed in the 2025 proxy statement, and the Compensation Committee views this as an indication that the Company has been generally effective in implementing its compensation philosophy and objectives. Nevertheless, the Compensation Committee recognizes that executive pay practices and governance continue to evolve, and the Compensation Committee is committed to continually evaluating the Company’s practices in this area, including through the use of advisors, to help ensure that they support the Company’s overall strategic goals.

The four primary components of the Company’s executive compensation program are outlined below:

Pay ElementMeasurementPeriodPerformance MetricsNotes
CashBase salary is designed to provide competitive levels of compensation to executives based upon their experience, duties and scope of responsibility.
Cash1 yearAdjustedPre-Provision NetRevenue LessCharge-Offs(PPNR) (35%)Quantitative metrics that align the interests of executives with Company financial performance and strategy and the interests of shareholders
Adjusted EfficiencyRatio (ER) (35%)
StrategicPerformance (30%)Qualitative metric that aligns the interests of executives with achievement of the Company’s business operating objectives
PerformanceStock Units(PSU)3 yearsRelative Tangible Book ValuePer Share Growth(TBV Growth) (50%)Promotes the alignment of balance sheet growth vs. peers; compares the Company’s TBV growth with the TBV growth for Company’s peer group
Relative Total ShareholderReturn (TSR) (50%)Promotes the alignment of long-term incentive compensation award outcomes with relative shareholder value; compares the Company’s TSR with the TSR of other financial institutions contained in the KBW Regional Banking Index
RestrictedStock Units(RSU)3 yearsEquity awards that vest yearly in approximately three equal installments and provide dividend equivalents based on the number of earned shares that are paid in cash at the time vesting occurs; provides alignment with Company and Common Stock price performance
Our NEOs are eligible for the Company’s 401(k) Plan, Employee Stock Purchase Plan, certain perquisites, and other benefits.
  1. Base Salary and Bonus

Base salary is designed to provide competitive levels of compensation to executives based upon their experience, duties, and scope of responsibility. The Company pays base salaries because it provides a basic level of compensation and is necessary to recruit and retain executives. The Company may use annual base salary adjustments to reflect an individual’s performance or changed responsibilities and to offset cost of living increases. Base salary levels are also used as a benchmark for the

2026 Proxy Statement27Simmons First National Corporation

amount of incentive compensation opportunity provided to an executive. For example, participation in the cash incentive plan (“CIP”) is set within a range of base salary based upon the executive’s scope of responsibility and the executive’s performance.

As discussed above, the Company’s executive compensation program emphasizes targeting the total amount of compensation to peer group practices with a mix of compensation, including a significant component of incentive compensation. At lower executive levels, base salaries represent a larger proportion of total compensation; but at senior executive levels, total compensation contains a larger component of incentive compensation opportunities.

In certain years, the Company has issuedone-time, discretionary bonuses in special situations, such as in connection with onboarding a new (or promoting an existing) executive or certain mergers and acquisitions. While the Company does not have a practice of routinely utilizing discretionary bonuses as a significant part of the executive compensation program, the Company does believe that such compensation may be appropriate in special situations, such as the Company’s successful merger and acquisition activities or achievement of other strategically significant objectives. In addition, in recent years, competition among financial institutions for key personnel has increased, and, in the Company’s experience, one-time bonuses can be an important and effective tool for recruiting and retaining key personnel who may have other employment opportunities. As a result, the Committee continues to believe the Company should be able to awardone-time bonuses where special circumstances warrant and further believes that such use of these types of bonuses is consistent with the practices of many of the Company’s peers (and, again, is important to maintaining competitive pay practices at the Company). In connection with the successful completion of the Company’s securities offering, bond sales, and subordinated debt issuance during 2025, and in recognition of such exemplary leadership and work efforts, the Company, during 2025, awarded each of Messrs. Brogdon, Hobbs, and Makris III a cash bonus in the amount of $30,000.

  1. Non-Equity Incentives

The Company uses the CIP as a short-term incentive to encourage achievement of its annual performance goals. The CIP focuses on the achievement of annual financial and operating goals. The CIP is designed to:

•support strategic business objectives,
•promote the attainment of specific financial and operating goals for the Company and the executive,
•reward achievement of specific performance objectives, and
•encourage teamwork.

The CIP is designed to provide executives with market competitive compensation based upon their scope of responsibility. The size of an executive’s CIP award is influenced by these factors, market practices, Company performance, and individual performance. The Compensation Committee generally sets the annual CIP award for an executive to provide an incentive at the market median for expected levels of performance. All of the named executive officers participated in the CIP in 2025. Awards earned under the CIP are contingent upon employment with the Company through the end of the applicable performance period, except for payments made in the event of death, retirement, or disability.

The ultimate amount paid to an executive under the CIP is a function of five variables:

•the executive’s target award;
•the corporate financial metrics (and their associated goals) set for the Company;
•the payout amounts established by the Compensation Committee which generally correspond to Threshold, Target, and Maximum levels of achievement of the corporate financial metrics;
•the strategic performance of the Company; and
•the Compensation Committee’s determination of the extent to which the corporate financial and strategic performance goals were met, the executive’s individual contributions toward achievement of the strategic performance goals, and the Committee’s exercise of any discretionary adjustments.

For 2025, company-wide adjustedpre-provision net revenue less net charge-offs (“PPNR”) and adjusted efficiency ratio (“ER”) were approved as the corporate financial performance metrics for the CIP for the named executive officers. The Committee developed corresponding threshold, target, and maximum performance levels for the PPNR and ER metrics. The Committee also set target annual incentive opportunities for each named executive officer, measured as a percentage of base salary. Threshold and maximum payout opportunities, at 1% and 200% of target, were established for the PPNR and ER metrics. No portion of the annual incentive payout was guaranteed. If the performance with respect to either the PPNR or ER metric was between the threshold and target levels, or between the target and maximum levels, for that metric, the payout percentage for that plan metric would be calculated based on the actual performance. If threshold PPNR or threshold ER performance levels were not achieved, no payouts would be made under the CIP for that plan metric.

2026 Proxy Statement28Simmons First National Corporation

For 2025, the strategic performance component was based primarily upon the Company’s achievement of initiatives set forth its strategic operating plan for the year, with a focus on initiatives supporting culture, experience, growth, efficiency, and soundness (including risk management and asset quality).

To incent CIP participants to make decisions that have positive long-term impact on the Company, even at the expense of short-term results, and to prevent unusual gains and losses from having too great an impact on plan payouts, the Compensation Committee retained discretion to exclude items impacting comparability from company-wide results and adjust actual results for specific items that occurred during the plan year. In addition, the final payouts for executive officers, including all of the named executive officers, were eligible for positive or negative adjustments based on the individual’s contributions toward achievement of the strategic performance goals. Further, the Compensation Committee reserved the right to adjust the amount payable under the CIP in accordance with any standard or on any other basis as the Compensation Committee may determine. The corporate financial metrics and strategic performance component underlying the 2025 CIP design were consistent with the design used in 2024.

The Compensation Committee generally sets the performance measures in the first half of each year based on management’s confidential business plan and budget for the coming year, which typically includes planned revenue growth, cost management, and profit goals, as well as certain other strategic objectives. The Committee also sets threshold, target, and maximum performance levels where applicable. Maximum performance levels generally reflect ambitious goals which can only be attained when business results are exceptional. Threshold performance levels for the components are usually set based on an analysis of the budget for the coming year or as a percentage of target.

The Compensation Committee also assesses actual performance relative topre-set levels and, in doing so, determines the amount of any final award payment. In determining final awards and in evaluating performance, the Committee considers adjustments to GAAP net income and other corporate performance measures for unplanned, unusual, non-recurring, or other appropriate items.

Each participant in the CIP is allocated a targeted incentive as a percentage of his or her base salary which is payable if and to the extent (a) the Company’s performance satisfies the Target performance level for each of the corporate financial metrics under the CIP and (b) the strategic performance goals are achieved, subject to Committee adjustment. The table below shows the targeted benefit for the named executive officers for 2025.

Executive Name & Title as of December 31, 2025Targeted Incentive(% of Base Salary)Targeted Incentive($)
George A. Makris, Jr., Chief Executive Officer100%$1,000,000
C. Daniel Hobbs, EVP, Chief Financial Officer75%$384,750
James M. Brogdon, President100%$710,000
Christopher Van Steenberg, EVP, Chief Operating Officer100%$450,000
George A. Makris III, EVP, General Counsel, & Secretary50%$207,500

For the named executive officers, the identification and weighting of the CIP components was uniform and limited to PPNR, ER, and strategic performance goals. For certain other business executives participating in the plan, the applicable CIP components included other individualized performance criteria related to the executive’s duties or performance components within the business line the executive manages. Further, the CIP components and the weighting of the CIP components may vary among the other participants in the CIP. The weighting of the CIP components for the named executive officers in 2025 was as follows:

ComponentWeighting(NEOs)
Adjusted Pre-Provision Net Revenue less Net Charge-Offs35%
Adjusted Efficiency Ratio35%
Strategic Performance30%

Each of PPNR and ER has three performance levels that help determine the participant’s payout for that component: Threshold, Target and Maximum. In addition, a “landing zone” is established around the Target levels for each component, representing expected results for the component. Performance above the Threshold but below the landing zone is considered to be within the “under attainment range”, and performance below the Maximum but above the landing zone is considered to be within the “over attainment range”. Absent exercise of Committee discretion, no payout is earned for a component if the Company’s performance is below the Threshold. The Company’s performance at the Threshold level for a component entitles the participant to 1% of the participant’s targeted benefit times the weighting factor for such component. The Company’s performance at the Target level for a component entitles the participant to 100% of the participant’s targeted benefit times the weighting factor for such component. The

2026 Proxy Statement29Simmons First National Corporation

Company’s performance at the Maximum level entitles the participant to 200% of the participant’s targeted benefit times the weighting factor for such component. Performance in excess of the Maximum does not entitle the participant to a benefit in excess of the maximum benefit times the weighting of that component. Performance within the landing zone for a component entitles the participant to between 90% and 110% of the targeted benefit times the weighting factor for such component, with the percentage computed based on the Company’s actual performance and using straight line interpolation between the two indicated amounts for the landing zone. Performance within the under attainment range for a component entitles the participant to between 1-89.99% of the targeted benefit times the weighting factor for such component, with the percentage computed based on the Company’s actual performance and using straight line interpolation between the two indicated amounts for the range. Performance within the over attainment range for a component entitles the participant to between 110.1-200% of the targeted benefit times the weighting factor for such component, with the percentage computed based on the Company’s actual performance and using straight line interpolation between the two indicated amounts for the range.

The PPNR component was based upon the Company’s 2025 “adjustedpre-provision net revenue” (net interest income plus noninterest income minus noninterest expense, then adjusted for certain items (net of tax), primarily including branch rightsizing costs, early retirement program costs, gain/loss on sale of securities, and FDIC special assessment) less “net charge-offs”. For the named executive officers, this component was allocated 35% of the participant’s targeted CIP benefit. The performance levels for 2025 were set by the Compensation Committee considering 2024 results and the Company’s budget for 2025. The PPNR target was set at $240,000,000, with a landing zone around the target from $231,000,000 to $250,000,000. The threshold level was set at $216,000,000, and the maximum was set at $264,000,000. If 2025 PPNR was below the threshold, there would be no PPNR entitlement (absent the exercise of Committee discretion). The Committee certified approximately $267,000,000 as the PPNR performance for 2025, which exceeded the maximum, and thus, provided a benefit of 200% of the allocated target benefit for this component.

The ER component was based upon the Company’s adjusted efficiency ratio for 2025. “Adjusted efficiency ratio” meansnon-interest expense (excludingnon-recurring items, foreclosed property expense, amortization of intangibles and goodwill impairments) divided by the sum of net interest income (fully taxable equivalent) plusnon-interest revenues (excluding gains from securities andnon-recurring items). For the named executive officers, this component was allocated 35% of the participant’s targeted CIP benefit. The Committee established a Threshold, Target, and Maximum for the ER of the Company. The performance levels for 2025 were set by the Compensation Committee based upon the Company’s internal operating goals and 2025 budget. The ER target was set at 62.7%, with a landing zone around the target from 63.7% to 61.7%. The threshold level was set at 66.7%, and the maximum was set at 58.7%. If 2025 ER did not meet the threshold, there would be no ER entitlement (absent the exercise of Committee discretion). The Committee certified 58.9% as the ER for 2025, which exceeded the target but was less than the maximum performance, and thus, provided a benefit of approximately 193% of the allocated target benefit for this component.

The strategic performance component was based upon the Company’s business operating objectives for 2025. For the named executive officers, this component was allocated 30% of the participant’s targeted CIP benefit and could be earned from 0% to 200%, with no formal threshold level. The Committee certified the Company’s achievement of its strategic performance objectives for 2025, which (subject to adjustments for certain participants) provided a benefit of 100% of the allocated target benefit for this component. This attainment was based on achievement during 2025 of various operating objectives, including, among others, substantial progress towards enhancing the Company’s enterprise risk management function, implementing a revised retail banking incentive program, launching new deposit acquisition programs that resulted in meaningful increases in customer deposits, and undertaking significant balance sheet restructuring efforts (including a securities offering, bond sales, deleveraging wholesale funding, redeeming subordinated debt, and a subordinated debt issuance).

2026 Proxy Statement30Simmons First National Corporation

For Messrs. Hobbs, Brogdon, and Makris III, after consideration of the substantial efforts of each during the year, particularly with regard to certain very successful and key transactions (including the securities offering, bond sales, deleveraging wholesale funding, redeeming subordinated debt, and a subordinated debt issuance) that resulted in, among other things, substantial strategic and financial benefits to the Company, while recognizing theone-time bonus that had previously been awarded to each of them in consideration of those efforts, the Committee certified their achievement of this component at 174%, 186%, and 102%, respectively. Therefore, the certification provided a benefit to Mr. Hobbs of 174% of the allocated target for this component, to Mr. Brogdon of 186% of the allocated target for this component, and to Mr. Makris III of 102% of the allocated target for this component. Each of the other named executive officers was awarded a benefit of 100% of the allocated target benefit for this component.

A summary of the CIP payments to the named executive officers for 2025 is shown in the following table.

Name · Component · WeightingFactor(%) · TargetedIncentive($) · EarnedBenefitLevel*(%) · AmountPaid($)
George A. Makris, Jr.Adjusted Pre-Provision Net Revenue less Net Charge-Offs35%$350,000200%$700,000
Adjusted Efficiency Ratio35%$350,000193%$676,716
Strategic Performance30%$300,000100%$300,000
Total CIP Benefit$1,676,716
C. Daniel HobbsAdjusted Pre-Provision Net Revenue less Net Charge-Offs35%$134,662.50200%$269,325
Adjusted Efficiency Ratio35%$134,662.50193%$260,366
Strategic Performance30%$115,425174%$200,850
Total CIP Benefit$730,541
James M. BrogdonAdjusted Pre-Provision Net Revenue less Net Charge-Offs35%$248,500200%$497,000
Adjusted Efficiency Ratio35%$248,500193%$480,468
Strategic Performance30%$213,000186%$396,000
Total CIP Benefit$1,373,468
Christopher Van SteenbergAdjusted Pre-Provision Net Revenue less Net Charge-Offs35%$157,500200%$315,000
Adjusted Efficiency Ratio35%$157,500193%$304,522
Strategic Performance30%$135,000100%$135,000
Total CIP Benefit$754,522
George A. Makris IIIAdjusted Pre-Provision Net Revenue less Net Charge-Offs35%$72,625200%$145,250
Adjusted Efficiency Ratio35%$72,625193%$140,419
Strategic Performance30%$62,250102%$63,375
Total CIP Benefit$349,044
*The corresponding amount paid may vary slightly due to rounding.

3. Equity Incentives Since 2015, the Company has annually established a Long-Term Incentive Plan (“LTIP”) for equity awards under the Simmons First National Corporation 2015 Incentive Plan (as such plan has been amended and restated from time to time) (the “2015 Plan”) and, following its approval in 2023, under the Simmons First National Corporation 2023 Stock and Incentive Plan (the “2023 Plan”). The major components of the LTIP (both under the 2015 Plan and the 2023 Plan) are non-qualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance share units (“PSUs”) that are settled in shares of Common Stock based on results over a three-year performance period.

2026 Proxy Statement31Simmons First National Corporation

No stock options or RSAs were granted in 2025. For 2025, the following types of equity awards, and their associated key terms, were granted:

Form of AwardKey Terms
PSUs• PSUs reward the achievement over a 3-year performance period of financial performance criteria specified in the PSU at the time of the grant. • Achievement of a threshold level of performance with respect to all performance metrics results in a payout equal to 50% of each participant’s approved target opportunity. Target performance results in a payout equal to 100% of the targeted opportunity. • The maximum number of shares that can be earned is 200% of the targeted number of PSUs. The ultimate value of PSUs, which are paid in stock, is also impacted directly by stock price appreciation or depreciation over the performance period. • Dividend equivalents are paid in cash after the conclusion of the performance period based on the number of shares actually earned during the applicable performance period. • If the performance with respect to any component is between the Threshold and Target levels, or between the Target and Maximum levels, the payout percentage for that component is based on a straight-line interpolation.
RSUs• RSUs generally vest in approximately equal installments over three years after the date of grant. • Dividend equivalents based on the number of earned shares are paid in cash at the time vesting occurs.

For the three-year performance period commencing in 2025 (“2027 Performance Period”), the allocation of the equity vehicles to the named executive officers under the LTIP is 50% in RSUs and 50% in PSUs (valued at target). Performance does not increase the payout on the portion of the incentive allocated to RSUs, while performance above the Target may increase the payout on PSUs up to 200% of the Target payout level, thereby providing an approximate overall limitation on the LTIP benefits of 150% of Target payout.

2027 Performance Period Grant

The equity incentive granted to the named executive officers for the 2027 Performance Period (three-year period 2025-2027) consists of 50% RSUs and 50% PSUs. The RSUs granted for the 2027 Performance Period are time vested in approximately equal installments on the first, second, and third anniversary of the grant date. For the 2027 Performance Period, the PSUs were granted to the equity incentive plan participants in March 2025 and will be payable in early 2028 after certification of the results of the 2027 Performance Period by the Compensation Committee or, in the case of Mr. Makris, Jr. and Mr. Brogdon, the Board. In March 2025, the Compensation Committee established the performance criteria and the target payout for the PSUs, under the LTIP, including for the named executive officers. The table below sets forth certain details for the equity incentive for the named executive officers in the 2027 Performance Period:

Executive Name & Title as of December 31, 2025TargetedEquityIncentive(% ofSalary)*TargetedEquityIncentive($)RSUAllocation($)PSUAllocation($)
George A. Makris, Jr., Chief Executive Officer150%$1,500,000$750,000$750,000
C. Daniel Hobbs, EVP, Chief Financial Officer90%$461,700$230,850$230,850
James M. Brogdon, President150%$1,065,000$532,500$532,500
Christopher Van Steenberg, EVP, Chief Operating Officer50%$225,000$112,500$112,500
George A. Makris III, EVP, General Counsel, & Secretary60%$249,000$124,500$124,500
*The percentage set forth in this table reflects the targeted equity incentive as a percentage of the annual salary level of the NEO that was approved by the Compensation Committee (or, in the case of Mr. Makris, Jr., the Board) and effective in January 2025.
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For grants made to each of the named executive officers for the 2027 Performance Period, the Compensation Committee (or, in the case of Mr. Makris, Jr., the Board) established two PSU financial performance criteria: tangible book value per share growth (“TBV Growth”) and total shareholder return (“TSR”) rankings. The weighting of each criterion for each of the participating named executive officers is as follows:

CriterionWeighting
TBV Growth Ranking50%
TSR Ranking50%

The TBV Growth ranking criterion compares the Company’s three-year tangible book value per share growth during the 2027 Performance Period with the three-year tangible book value per share growth for each of the other financial institutions contained in the Company’s peer group used for the Company’s 2025 compensation analysis (“Peer Group”). “Tangible book value per share” means the Company’s tangible common stockholders’ equity (which is the Company’s total common stockholders’ equity minus intangible assets) divided by the number of Company shares of common stock outstanding. For the TBV Growth ranking criterion, if the Company’s three-year TBV Growth ranks at the 50 th percentile of the financial institutions contained in the Peer Group, target performance for the criterion will be achieved. If the Company’s three-year TBV Growth ranks at the 25 th percentile of the financial institutions contained in the Peer Group, threshold performance for the criterion will be achieved. If the Company’s three-year TBV Growth ranks at or above the 75 th percentile of the financial institutions contained in the Peer Group, maximum performance for the criterion will be achieved. If Company’s three-year TBV Growth ranks between the 25 th and 75 th percentiles of financial institutions contained in the Peer Group, the payout percentage for that component is based on a straight-line interpolation. If the Company’s three-year TBV Growth ranks below the 25 th percentile of the financial institutions contained in the Peer Group, there will be no TBV Growth entitlement.

The TSR ranking criterion compares the TSR for the Company during the relevant performance period (which, for the 2025 PSU grants, is the 2027 Performance Period) with the TSR for each of the other financial institutions contained in the KBW Regional Banking Index (“Index”) during the same period. The TSR for the Company and each of the other financial institutions in the Index are calculated using the first twenty and the last twenty trading days during the relevant performance period (which, again, for the 2025 PSU grants, is the 2027 Performance Period). For the TSR ranking criterion, if the Company’s TSR ranks at the 50 th percentile of the financial institutions contained in the Index, target performance for the criterion will be achieved. If the Company’s TSR ranks at the 25 th percentile of the financial institutions contained in the Index, threshold performance for the criterion will be achieved. If the Company’s TSR ranks at or above the 75 th percentile of the financial institutions contained in the Index, maximum performance for the criterion will be achieved. If Company’s TSR ranks between the 25 th and 75 th percentiles of financial institutions contained in the Index, the payout percentage for that component is based on a straight-line interpolation. However, if the Company’s TSR for the 2027 Performance Period is negative (i.e., the Company’s TSR declines during the 2027 Performance Period), then the payout for the TSR ranking criterion shall not exceed the target level of 100%, regardless of the performance compared to the financial institutions in the Index. If the Company’s TSR ranks below the 25 th percentile of the financial institutions contained in the Index, there will be no TSR entitlement.

The PSU payout percentage will (absent exercise of Committee discretion) be the sum of (1) the payout percentage for the TBV Growth entitlement multiplied by .50 and (2) the payout percentage for the TSR entitlement multiplied by .50; provided that in no event may the PSU payout percentage exceed 200%.

2027 Performance Period Performance Criteria

CriterionThreshold(50%)Target(100%)Maximum(200%)
TBV Growth Ranking25th Percentile50th Percentile75th Percentile
TSR Ranking25th Percentile50th Percentile75th Percentile

In addition, the Compensation Committee periodically utilizes time-vested restricted stock grants in the form of RSAs or RSUs (in addition, or as an alternative, to PSUs) in connection with hiring or promoting executives within the Company and as equity incentives for senior officers below the executive level. During 2025, 366 Company associates received time-vested RSU grants.

Please refer to the section below, “Other Guidelines and Procedures Affecting Executive Compensation” for additional information regarding the Company’s practices when granting stock options and RSUs.

Performance of 2023 PSUs

As previously described in the Company’s proxy statement for the Company’s 2024 annual shareholders’ meeting, as part of the LTIP established by the Compensation Committee in 2023, PSUs with a three-year performance period ending on December 31, 2025 (“2025 Performance Period”) were granted to each of the named executive officers except Messrs. Hobbs and Van

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Steenberg (“2023 PSUs”). The performance criteria for the 2023 PSUs included 2023-2025 tangible book value per share growth (“2023-2025 TBV Growth”), which was allocated a 50% weighting, and total shareholder return (“2023-2025 TSR”) rankings, which was allocated a 50% weighting. The 2023-2025 TBV Growth ranking criterion compared the Company’s three-year tangible book value per share growth during the 2025 Performance Period with the three-year tangible book value per share growth for each of the other financial institutions contained in the Company’s peer group used for the Company’s 2023 compensation analysis (“2023 Peer Group”). For the 2023-2025 TBV Growth ranking criterion, if the Company’s three-year tangible book value per share growth ranked at the 50 th percentile of the financial institutions contained in the 2023 Peer Group, target performance for the criterion would be achieved. If the Company’s three-year tangible book value per share growth ranked at the 25 th percentile of the financial institutions contained in the 2023 Peer Group, threshold performance for the criterion would be achieved. If the Company’s three-year tangible book value per share growth ranked at or above the 75 th percentile of the financial institutions contained in the 2023 Peer Group, maximum performance for the criterion will be achieved. If the Company’s three-year tangible book value per share growth ranked below the 25 th percentile of the financial institutions contained in the 2023 Peer Group, there would be no 2023-2025 TBV Growth entitlement.

The 2023-2025 TSR ranking criterion compared the TSR for the Company during the 2025 Performance Period with the TSR for each of the other financial institutions contained in the Index during the same period. The TSR for the Company and each of the other financial institutions in the Index were calculated using the first twenty and the last twenty trading days during the relevant performance period (which, again, for the 2023 PSU grants, was the 2025 Performance Period). For the 2023-2025 TSR ranking criterion, if the Company’s TSR ranked at the 50 th percentile of the financial institutions contained in the Index, target performance for the criterion would be achieved. If the Company’s TSR ranked at the 25 th percentile of the financial institutions contained in the Index, threshold performance for the criterion would be achieved. If the Company’s TSR ranked at or above the 75 th percentile of the financial institutions contained in the Index, maximum performance for the criterion would be achieved. If the Company’s TSR ranked below the 25 th percentile of the financial institutions contained in the Index, there would be no 2023-2025 TSR entitlement.

For each of the 2023-2025 TBV Growth and 2023-2025 TSR ranking criteria, the threshold, target, and maximum performance levels were 25 th percentile, 50 th percentile, and 75 th percentile, respectively. The Committee certified 2023-2025 TBV Growth attainment at approximately the 0 th percentile, which was below the threshold performance level and 2023-2025 TSR ranking attainment at approximately the 22 nd percentile, which was below the threshold performance level.

The Committee did not exercise discretion to increase the payout. Thus, the aggregate payout (taking into account the weightings of the performance criteria) for the 2023 PSUs was 0% of the target benefit.

Performance Table for 2023 PSUs

Benefit Level[1]Threshold50%Target100%Maximum200%2025Results[2]2025Payout
2023-2025 TBV Growth25th Percentile50th Percentile75th Percentile0th Percentile0%
2023-2025 TSR25th Percentile50th Percentile75th Percentile22nd Percentile0%
Aggregate Benefit[3]0%
[1]The percentage shown is the percentage of the target benefit for a performance criterion earned for performance of the criterion at the designated level.
[2]The percentiles shown represent approximate amounts based on information available to the Committee at the time of its certification of attainment for each performance criteria.
[3]The percentage shown is the percentage of the target benefit earned for performance of the above two performance criteria at the designated levels based upon a 50% weighting for TBV Growth Ranking and a 50% weighting for TSR Ranking.
2026 Proxy Statement34Simmons First National Corporation

The charts below compare the granted values (as defined in the footnotes to the charts) to the realizable values (as defined in the footnotes to the charts) as of December 31, 2025, of the long-term incentive awards granted in 2023 to George Makris, Jr. (who was the Company’s CEO during 2025), as well as certain other named executive officers, including the impacts of (1) the changes in price per share of the Common Stock and (2) the full lapsing of the 2023 PSUs.

(1)Reflects average of the two named executive officers reported in this proxy statement that received 2023 PSUs (James Brogdon and George Makris III).
(2)“Granted” reflects the grant date fair values of the 2023 PSUs awarded to the applicable individual(s) (assuming achievement of the performance metrics at target levels) and the RSUs awarded to the applicable individual(s) in 2023 (“2023 RSUs”) (but assumes no time-vesting has occurred).
(3)“Realizable” reflects the full lapsing of the 2023 PSUs (i.e., attainment at 0% of target) and the value of the 2023 RSUs based on the price per share of the Common Stock as of December 31, 2025 (but assumes no time-vesting has occurred).

In addition, the Company has awarded certain named executive officers PSUs with three-year performance periods ending December 31, 2026 (“2024 PSU”) and December 31, 2027 (“2025 PSU”). Both the 2024 PSU and 2025 PSU grants include financial performance criteria based on relative tangible book value per share growth and relative total shareholder return. As of December 31, 2025, relative performance on both measures is tracking(1) below the threshold level of performance.

  1. Benefits

A. Profit Sharing and Employee Stock Ownership Plan

The Company previously offered a combination profit sharing and employee stock ownership plan. This plan was open to substantially all of the employees of the Company including the named executive officers who were employed by the Company during the time the plan was offered. The plan and the contributions to the plan were designed to provide for retirement benefits to employees and allow the employees of the Company to participate in the ownership of stock in the Company. During 2016, the Company terminated this plan and merged it into the Company’s 401(k) Plan.

B.401(k) Plan and Employee Stock Purchase Plan

The Company offers a qualified 401(k) Plan in which it makes matching contributions to encourage employees to save money for their retirement. Additionally, the Company may make profit-sharing contributions to the plan which are allocated among participants based upon plan compensation without regard to participant contributions. This plan, and the contributions to it, enhance the range of benefits offered to executives and enhance the Company’s ability to attract and retain employees. Under the terms of the 401(k) Plan, employees may defer a portion of their eligible pay, up to the maximum allowed by I.R.S. regulation, and the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation for a total match of 4% of eligible pay for each participant who defers 5% or more of his or her eligible pay. Additionally, for 2025, the Compensation Committee approved a discretionary contribution of 3% of aggregate associate compensation into the 401(k) Plan based upon the Company’s performance, which was made in the first quarter of 2026. Account balances under the 401(k) Plan are fully vested at all times.

(1)Estimated based on performance against the relevant criteria for completed fiscal years within the applicable three-year performance cycles through 2025. Outcomes remain subject to change based on our relative performance compared to the corresponding peer groups. No estimate of performance for 2026 or 2027 has been made.
2026 Proxy Statement35Simmons First National Corporation

Additionally, under the Simmons First National Corporation Second Amended and Restated 2015 Employee Stock Purchase Plan, the Company offers a convenient method for eligible employees of the Company and its subsidiaries to purchase shares of Common Stock at a favorable price through payroll deductions.

C. Perquisites and Other Benefits

Historically, perquisites and other benefits have represented a small part of the overall compensation package and generally are offered only after consideration of business need. The Compensation Committee reviews the perquisites and other personal benefits that are provided to senior management. The primary perquisites include cell phone stipends, club memberships, and certain relocation and moving expenses. In some cases, the Company, rather than (or in addition to) administering separate perquisite programs for particular officers, will provide a cash stipend to an executive officer to cover the approximate costs of such items. The stipends are taxable income to the officers who receive them and are generally uniform in amount for officers with similar duties and responsibilities.

The Company’s bank subsidiary, Simmons Bank, maintains the Simmons Bank Endorsement Split-Dollar Life Insurance Plan (“Split-Dollar Plan”) under which, among other things, Simmons Bank maintains life insurance on the lives of certain officers and provides, subject to certain terms and conditions set forth in the Split-Dollar Plan, a defined, lump sum life insurance benefit upon the death of the officer to such officer’s designated beneficiary, surviving spouse, or estate. Each of the named executive officers are current participants in the Split-Dollar Plan.

The Company also permits executive officers (and directors) to use Company aircraft for personal purposes, provided that those executives (and directors) reimburse the Company for the Company’s incremental cost of such use (with certain exceptions). All executive officers and directors who used the Company aircraft for personal purposes during 2025 reimbursed the Company for the Company’s incremental cost of such use.

D. Post-Termination Compensation

Deferred Compensation Arrangements. In 2025, the Company maintained certainnon-qualified deferred compensation arrangements designed to provide supplemental retirement pay from the Company to certain of the executive officers. Each of the named executive officers (other than Mr. Van Steenberg) had such agreements with the Company during 2025. The Deferred Compensation Agreements arenon-qualified defined benefit type plans. The Company bears the entire cost of benefits under these agreements. The Company provides these retirement benefits in order to attract and retain executives. The amounts payable to the participants under these agreements are determined by each agreement’s benefit formula, which is described in the section of this proxy statement titled “2025 Pension Benefits Table.”

Non-Qualified Deferred Compensation Plan. Additionally, in 2017, the Company adopted the Simmons First National Corporation Deferred Compensation Plan (“NQDC Plan”). The NQDC Plan is as anon-qualified deferred compensation plan in the form of an excess contribution plan primarily open to executive officers and other highly compensated individuals whose compensation exceeds the annual tax code limit on compensation that can be taken into account for purposes of contributions to the Company’s 401(k) Plan. Under the NQDC Plan, participants may make contributions of up to 90% of Plan Compensation on a nonqualified basis. The Company’s matching contribution under the plan is limited to 4% of Excess Compensation, provided the executive officer has elected a deferral rate on Excess Compensation of at least 5% for the year. “Plan Compensation” includes base salary, bonus, commissions and cash incentive pay; and “Excess Compensation” is the amount of Plan Compensation that exceeds the compensation limits under the federal tax laws applicable to qualified retirement plans. Additionally, for 2025, the Compensation Committee approved a discretionary contribution of 3% of participating associates’ eligible compensation into the NQDC Plan based upon the Company’s performance, which was made in the first quarter of 2026.

The NQDC Plan provides for discretionarynon-elective Company contributions to the accounts of the participants as well. Benefits under the NQDC Plan are fully vested at all times and are generally payable upon separation from service in accordance with a 409A compliant distribution election made by the executive officer upon election to participate in the plan.

Change in Control Agreements. The Company has entered into Change in Control Agreements (“CIC Agreements”) with certain members of senior management of the Company and its subsidiaries, including each of the named executive officers.

2026 Proxy Statement36Simmons First National Corporation

The Company entered into the CIC Agreements because the banking industry has been consolidating for a number of years, and it does not want its executives distracted by a rumored or actual change in control. Further, if a change in control should occur, the Company wants its executives to be focused on the business of the organization and the interests of shareholders. In addition, it is important that the executives can react neutrally to a potential change in control and not be influenced by personal financial concerns. The Company believes the CIC Agreements are consistent with market practice and assist the Company in retaining its executive talent. The level of benefits for the named executive officers ranges from two to three times certain elements of their compensation which the Compensation Committee believes is competitive with the banking industry as a whole and specifically with the designated peer group.

Upon a change in control, followed by a termination of the executive’s employment by the Company without “Cause” or by the executive after a “Trigger Event” within a specified time, the CIC Agreements require the Company to pay the executive a lump sum equal to two or three times the sum of the executive’s base salary (the highest amount in effect anytime during the twelve months preceding the executive’s termination date) and the executive’s incentive compensation (calculated as the higher of the target CIP for the year of termination or the average of the executive’s last two years of actual CIP awards).

In addition, upon a change in control:

•all outstanding stock options vest immediately and all restrictions on restricted stock lapse;
•restricted stock units vest if the employee is terminated within one year of the change in control;
•in the case of PSUs, if the change in control occurs after the first nine months of the applicable performance period, then the PSU will vest and be payable at the target benefit level, with the remaining portion of the PSU terminated;
•any CIP benefits become payable at the target benefit level and are pro-rated for the period elapsed; and
•the requirement under the deferred compensation agreements for each of the named executive officers who have a deferred compensation agreement that the participant remain employed until retirement age (age 60 for Messrs. Brogdon, Hobbs, and Makris III, and age 65 for Mr. Makris, Jr.) is void, and the benefit is immediately vested.

The Company believes that CIC Agreements should encourage retention of the executives during the negotiation and following a change in control transaction, compensate executives who are displaced by a change in control and not serve as an incentive to increase an executive’s personal wealth. Therefore, the CIC Agreements require that there be both a change in control and an involuntary termination without “Cause” or a voluntary termination within six months after a “Trigger Event” which is often referred to as a “double-trigger.” The double-trigger ensures that the Company will become obligated to make payments under the CIC Agreements only if the executive is actually or constructively discharged as a result of the change in control.

The Company adopted a policy several years ago not to approve any new CIC Agreements containing a single trigger or a tax

gross-up

feature or any amendments to existing CIC Agreements to implement a single trigger or tax

gross-up

feature. The Compensation Committee reviews the change in control arrangements annually and makes adjustments from time to time to ensure that they are consistent with its compensation philosophies, current market practices, and assigned duties and responsibilities.

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