SMARTFINANCIAL INC.
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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FY2024 · Filed Mar 17, 2025
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
(1) Financial Statements
The following report and consolidated financial statements of SmartFinancial and Subsidiary are included in Item 8:
Report of Independent Registered Public Accounting Firms (Forvis Mazars, LLP, Louisville, Kentucky, PCAOB ID 686)
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023, and 2022
(2) Financial Statement Schedules:
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(3) The following documents are filed, furnished or incorporated by reference as exhibits to this report:
Exhibit Index
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| Exhibit No. | Description | Location | ||
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| 2.1 | | Asset Purchase Agreement, dated as of September 1, 2022, by and among Sunbelt Group, LLC, A. Mark Slater, Jr., and Rains Agency Inc. | | Incorporated by reference to Exhibit 2.1 to Form 8-K filed September 9, 2022 |
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| 3.1 | | Second Amended and Restated Charter of SmartFinancial, Inc. | | Incorporated by reference to Exhibit 3.3 to Form 8-K filed September 2, 2015 |
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| 3.2 | | Second Amended and Restated Bylaws of SmartFinancial, Inc. | | Incorporated by reference to Exhibit 3.1 to Form 8-K filed October 26, 2015 |
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| 4.1 | | Description of SmartFinancial Capital Stock | | Filed herewith |
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| 4.2 | | Specimen Common Stock Certificate | | Incorporated by reference to Exhibit 4.2 to Form 10-K filed March 30, 2016 |
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| 4.3 | | Form of Fixed-to-Floating Rate Subordinated Note due October 2, 2028 | | Incorporated by reference to Exhibit 4.1 to Form 8-K filed October 1, 2018 |
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| 10.1** | | SmartFinancial, Inc. 2015 Stock Incentive Plan | | Incorporated by reference to Exhibit H to the Form S-4 filed April 16, 2015 |
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| 10.2** | | Form of 2015 Stock Incentive Agreement | | Incorporated by reference to Exhibit 10.2 to From 10-K filed March 30, 2016 |
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| 10.3 | | Form of Subscription Agreement for 2015 Equity Financing | | Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 20, 2015 |
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| 10.4 | | Form of Registration Rights Agreement for 2015 Equity Financing | | Incorporated by reference to Exhibit 10.2 to Form 8-K filed August 20, 2015 |
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| 10.5** | | Form of Restricted Stock Award Agreement | | Incorporated by reference to Exhibit 10.2 to Form 8-K filed August 8, 2017 |
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| 10.6 | | Form of Subordinated Note Purchase Agreement dated September 28, 2018, for SmartFinancial, Inc. Fixed-to-Floating Rate Subordinate Notes due October 2, 2028 | | Incorporated by reference to Exhibit 10.1 to Form 8-K filed October 1, 2018 |
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| 10.7** | | Executive Change in Control Agreement with W. Miller Welborn, dated as of March 9, 2020 | | Incorporated by reference to Exhibit 10.1 to Form 8-K filed March 11, 2020 |
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| 10.8** | | Employment Agreement with William Y. Carroll, Jr., dated as of March 9, 2020 | | Incorporated by reference to Exhibit 10.2 to Form 8-K filed March 11, 2020 |
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| 10.9** | | Employment Agreement with Ronald J. Gorczynski, dated as of March 9, 2020 | | Incorporated by reference to Exhibit 10.3 to Form 8-K filed March 11, 2020 |
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| 10.10 | | Loan and Security Agreement, dated as of March 31, 2020, by and between SmartFinancial, Inc., as Borrower, and ServisFirst Bank, as Lender | | Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 3, 2020 |
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| 10.11 | | Pledge Agreement, dated as of March 31, 2020, by and between SmartFinancial, Inc., as Borrower, and ServisFirst Bank, as Lender | | Incorporated by reference to Exhibit 10.3 to Form 8-K filed April 3, 2020 |
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| 10.12 | | Second Amendment to Loan and Security Agreement, dated as of February 1, 2023, by and between SmartFinancial, Inc. and ServisFirst Bank | | Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 6, 2023 |
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| 10.13 | | Amended and Restated Revolving Note, dated as of February 1, 2023, by and between SmartFinancial, Inc., and ServisFirst Bank | | Incorporated by reference to Exhibit 10.2 to Form 8-K filed February 6, 2023 |
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| 10.14 | | Extension Letter, dated as of January 21, 2025, by and between SmartFinancial, Inc., as Borrower, and ServisFirst Bank, as Lender | | Incorporated by reference to Exhibit 10.1 to Form 8-K filed January 24, 2025 |
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| 19.1 | | SmartFinancial, Inc Insider Trading Policy | | Filed herewith |
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| 21.1 | | SmartFinancial, Inc. List of Subsidiaries | | Filed herewith |
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| 23.1 | | Consent of Forvis Mazars, LLP | | Filed herewith |
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| 31.1 | | Certification of Principal Executive Officer | | Filed herewith |
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| 31.2 | | Certification of Principal Financial Officer | | Filed herewith |
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| 32.1 | | Section 906 certification of Principal Executive Officer | | Filed herewith |
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| 32.2 | | Section 906 certification of Principal Financial Officer | | Filed herewith |
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| 97.1 | | SmartFinancial, Inc. Incentive Compensation Recovery Policy | | Filed herewith |
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| 101.INS* | | Inline XBRL Instance Document | | Filed herewith |
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| 101.SCH* | | Inline XBRL Taxonomy Extension Schema | | Filed herewith |
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| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase | | Filed herewith |
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| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase | | Filed herewith |
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| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase | | Filed herewith |
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| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase | | Filed herewith |
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| 104 | | Cover Page Interactive Date File (formatted in Inline XBRL and contained in Exhibit 101) | | |
† Schedules and exhibits to which have been omitted pursuant to Items 601(b)(2) of Regulations S-K. SmartFinancial agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission.
- Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities and Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections.
** Indicates management contract or compensatory plan or arrangement
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