HOME BANCSHARES INC
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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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.
Dec 31, 2025 · Filed Feb 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __ )
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| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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2026 Annual Meetingof Shareholdersand Proxy Statement
Notice of Annual Meeting of Shareholders
HOME BANCSHARES, INC.
719 Harkrider Street, Suite 100
Conway, Arkansas 72032
(501) 339-2929
Internet Site: www.homebancshares.com
Notice of Annual Meeting of ShareholdersTo Be Held on April 16, 2026
The Annual Meeting of Shareholders of Home BancShares, Inc. (the “Company”) will be held on April 16, 2026, at 10:00 a.m. (CDT) at the Company’s corporate office, located at 719 Harkrider Street, Conway, Arkansas, for the following purposes:
(1)To elect directors for a term of one year.
(2)To provide an advisory (non-binding) vote approving the Company’s compensation of its named executive officers.
(3)To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the next fiscal year.
(4)To transact such other business as may properly come before the meeting or any adjournments thereof.
Only shareholders of record on February 12, 2026, will be entitled to vote at the meeting or any adjournments thereof. A list of shareholders will be available for inspection at the office of the Company at 719 Harkrider Street, Suite 100, Conway, Arkansas, 72032, beginning two business days after the date of this notice and continuing through the meeting. The stock transfer books will not be closed.
The 2025 Annual Report to Shareholders is included in this publication.
By Order of the Board of Directors
JOHN W. ALLISON
Chairman and Chief Executive Officer
Conway, Arkansas
March 6, 2026
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE AND SIGN YOUR PROXY AND RETURN IT WITHOUT DELAY
| i | www.homebancshares.com |
Notice of Annual Meeting of Shareholders
How to Vote if you are A Shareholder of Record
Your vote is important. You can save the Company the expense of a second mailing by voting promptly. Shareholders of record can vote by telephone, on the Internet, by mail or by attending the Annual Meeting and voting by ballot as described below. (Please note: if you are a beneficial owner of shares held in the name of a bank, broker or other holder, please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you.)
The Internet and telephone voting procedures are designed to authenticate shareholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card. Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 1:00 a.m. Central time on April 16, 2026.
| Vote by Telephone | Vote on the Internet | Vote by Mail | Voting at the Annual Meeting |
|---|---|---|---|
| You can vote by calling the toll-free telephone number on your proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. | You also can choose to vote on the Internet by visiting the website for Internet voting printed on your proxy card. Easy-to-follow prompts allow you to vote your shares and confirm that your instructions have been properly recorded. | If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to Computershare in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Proxy Services, c/o Computershare Investor Services, P.O. Box 43006, Providence, Rhode Island, 02940-3006. | The method by which you vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Meeting. |
All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on April 16, 2026:
The Notice and Proxy Statement and the Annual Report on Form 10-K
are available atwww.envisionreports.com/HOMB.
| www.homebancshares.com | ii |
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Table of Contents
| 1 · Proxy Summary | ||
|---|---|---|
| 6 · About the Annual Meeting | ||
| 10 · Proposal One – Election of Directors | ||
| 10 | Directors and Executive Officers of the Company | |
| 11 | Nominees for Director | |
| 16 | Executive Officers | |
| 17 | Corporate Governance | |
| 17 | Duties of the Board | |
| 17 | Corporate Governance Guidelines and Policies | |
| 17 | Director Independence | |
| 17 | Board Structure and Role in Risk Oversight | |
| 18 | Code of Ethics | |
| 18 | Insider Trading Policy | |
| 18 | Derivative Trading and Hedging | |
| 19 | Board Meetings and Committees of the Board | |
| 19 | Committees of the Board | |
| 20 | Audit and Risk Committee | |
| 20 | Compensation and Leadership Development Committee | |
| 21 | Nominating and Corporate Governance Committee | |
| 23 | Asset/Liability Committee | |
| 24 | Director Compensation | |
| 24 | Director Compensation Table | |
| 25 | Certain Relationships and Related Transactions | |
| 26 | Delinquent Section 16(a) Reports | |
| 27 | Principal Shareholders of the Company | |
| 29 | Compensation Discussion and Analysis | |
| 29 | Named Executive Officers for 2025 | |
| 29 | 2025 Performance Highlights | |
| 30 | Executive Compensation Highlights | |
| 30 | Compensation Philosophy | |
| 31 | Chairman & CEO Compensation History and Philosophy | |
| 32 | Consideration of Shareholder Advisory "Say-on-Pay" Vote | |
| 32 | Aligning Executive Compensation with Metrics that Drive Shareholder Value | |
| 33 | Compensation Committee Role and Decision-Making Process | |
| 34 | Components of Compensation | |
| 42 | Report of the Compensation Committee of the Board of Directors | |
| 43 | Executive Compensation | |
| 43 | Summary Compensation Table | |
| 44 | Employment Agreements | |
| 45 | Stock Awards and Stock Option Grants | |
| 48 | Option Exercises and Stock Awards Vested in 2025 | |
| 48 | Pension and Other Benefits | |
| 48 | Nonqualified Deferred Compensation | |
| 48 | Payments Upon Termination or Change-In-Control | |
| 51 | Compensation Risk Assessment | |
| 52 | CEO Pay Ratio | |
| 53 | Pay Versus Performance | |
| 57 | Proposal Two – Advisory (Non-Binding) Vote Approving Executive Compensation | |
| 58 | Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm | |
| 59 | Report of the Audit Committee of the Board of Directors | |
| 60 | Audit and Non-Audit Fees | |
| 61 | Submission of Shareholder Proposals | |
| 61 | Where You Can Find More Information | |
| A-1 | Appendix A |
www.homebancshares.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.