UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant  o
Check the appropriate box:
 o Preliminary Proxy Statement
 o Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
 o Definitive Additional Materials
 o Soliciting Material Under § 240.14a-12

SPIRIT OF TEXAS BANCSHARES, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PROXY STATEMENT/PROSPECTUS

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Dear Shareholders of Spirit of Texas Bancshares, Inc.:

On November 18, 2021, Simmons First National Corporation, which we refer to as Simmons, an Arkansas corporation and the parent holding company of Simmons Bank, an Arkansas state-chartered bank and wholly owned subsidiary of Simmons, and Spirit of Texas Bancshares, Inc., which we refer to as Spirit, a Texas corporation and the parent holding company of Spirit of Texas Bank SSB, a wholly owned subsidiary of Spirit, which we refer to as Spirit Bank, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement. Under the terms and subject to the conditions of the merger agreement, among other things, (i) Spirit will merge with and into Simmons, with Simmons continuing as the surviving corporation, which we refer to as the merger, and (ii) immediately following the merger, Spirit Bank will merge with and into Simmons Bank, with Simmons Bank continuing as the surviving bank.

The completion of the merger will add Spirit Bank’s 37 branches to the Simmons footprint and enhance Simmons’ existing presence in Texas.

Based on the assumptions set forth below, under the terms of the merger agreement, upon the consummation of the merger, which we refer to as the effective time, each share of common stock, no par value per share, of Spirit, which we refer to as Spirit common stock, that is issued and outstanding immediately prior to the effective time, excluding certain specified shares, will be converted into the right to receive approximately 1.0105 shares of Class A Common Stock, par value $0.01 per share, of Simmons, which we refer to as Simmons common stock, subject to certain conditions and potential adjustments (including substituting cash for Simmons common stock to the extent necessary to cash out Spirit’s stock options and warrants that are outstanding immediately prior to the effective time), with the precise number of shares to be determined at the effective time, such number of shares we refer to as the exchange ratio or the per share merger consideration. The per share merger consideration is based on the assumption that (i) 17,261,959 shares of Spirit common stock are issued and outstanding (excluding treasury shares), (ii) 435,676 shares of Spirit common stock are reserved for issuance upon the vesting of restricted stock units of Spirit, (iii) 780,230 shares of Spirit common stock are subject to outstanding stock options of Spirit with a weighted average exercise price of $14.65, and (iv) 15,312 shares of Spirit common stock are subject to outstanding warrants of Spirit with a weighted average exercise price of $12.84, in each case, immediately prior to the effective time. In addition, the exchange ratio assumes that the average closing price of Simmons common stock is equal to $32.08, which was the closing sales price of Simmons common stock on January 7, 2022. Changes in any of these assumptions will result in changes in the per share merger consideration. In the aggregate and based on the assumptions set forth in this paragraph, Simmons will issue approximately 17,883,538 shares of Simmons common stock to the holders of Spirit common stock, which we refer to as Spirit shareholders, upon completion of the merger, subject to certain conditions and potential adjustments under the merger agreement.

The market value of the per share merger consideration will fluctuate with the price of Simmons common stock. Shares of Simmons common stock are listed on the Nasdaq Global Select Market, which we refer to as Nasdaq, under the symbol “SFNC,” and shares of Spirit common stock are listed on Nasdaq under the symbol

“STXB.” The following table sets forth the closing sale price per share of Simmons common stock and Spirit common stock on November 18, 2021, the last trading day before the public announcement of the signing of the merger agreement, and on January 14, 2022, the last practicable trading day prior to printing this proxy statement/prospectus. The table also shows the implied value of the per share merger consideration payable for each share of Spirit common stock on November 18, 2021 and on January 14, 2022, the last practicable trading day prior to printing this proxy statement/prospectus, in each case using the exchange ratio described above. We urge you to obtain current market quotations for Simmons common stock and Spirit common stock before voting your shares at the Spirit special meeting.

Spirit will hold a special meeting of Spirit shareholders, which we refer to as the Spirit special meeting, in connection with the merger. Simmons and Spirit cannot complete the merger unless Spirit shareholders approve the merger agreement and the transactions contemplated thereby, including the merger. The board of directors of Spirit, which we refer to as the Spirit board of directors, is providing this document to solicit your proxy to vote in connection with the merger agreement and related matters. In addition, this document is also being delivered to Spirit shareholders as Simmons’ prospectus for its offering of Simmons common stock in connection with the merger.

The Spirit special meeting will be held on February 24, 2022, at 12:00 pm Central Time. The Spirit special meeting will be held in a virtual meeting format only. You will not be able to physically attend the Spirit special meeting.

You are invited to attend and vote your shares via live webcast. In order to attend the Spirit special meeting, you must register at www.proxydocs.com/STXB by 12:00 pm Central Time on February 23, 2022. You will be asked to provide the control number located inside the shaded gray box on your proxy as described in the proxy. After the completion of your registration, further instructions, including a unique link to access the Spirit special meeting, will be emailed to you.

Your vote is very important. To ensure your representation at the Spirit special meeting, please complete, sign, date and return the enclosed proxy (or submit your proxy by telephone or through the internet). Whether or not you expect to attend the Spirit special meeting, please vote promptly. Sending in your proxy now will not prevent you from voting your shares virtually at the Spirit special meeting, since you may revoke your proxy at any time before it is voted.

The Spirit board of directors unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Spirit shareholders vote “FOR” approval of the merger proposal, “FOR” the advisory proposal to approve specified compensation that may become payable to the named executive officers of Spirit in connection with the merger and, if necessary or appropriate, “FOR” the proposal to adjourn the Spirit special meeting for the purpose of soliciting additional proxies in favor of approval of the merger agreement.

The enclosed proxy statement/prospectus provides a detailed description of the Spirit special meeting, the merger, the merger agreement, the documents related to the merger, and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes, carefully and in their entirety, including “Risk Factors,” beginning on page 25, for a discussion of the risks relating to the merger. You also can obtain information about Simmons and Spirit from documents that they have filed with the Securities and Exchange Commission.

Sincerely,

George A. Makris, Jr.	Dean O. Bass
Chairman and Chief Executive Officer	Chairman and Chief Executive Officer
Simmons First National Corporation	Spirit of Texas Bancshares, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger, the issuance of the Simmons common stock to be issued in the merger, or the other transactions described in this proxy statement/prospectus or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Simmons or Spirit, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency.

The date of this proxy statement/prospectus is January 20, 2022 and it is first being mailed or otherwise delivered to Spirit shareholders on or about January 21, 2022.

Spirit of Texas Bancshares, Inc.
1836 Spirit of Texas Way

Conroe, Texas 77301

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 24, 2022

To the Shareholders of Spirit of Texas Bancshares, Inc.:

Notice is hereby given that Spirit of Texas Bancshares, Inc., which we refer to as Spirit, will hold a special meeting of holders of common stock, no par value per share, of Spirit, which we refer to as the Spirit special meeting, on February 24, 2022, at 12:00 pm Central Time.

The Spirit special meeting will be held in a virtual meeting format only. You will not be able to physically attend the Spirit special meeting.

You are invited to attend and vote your shares via live webcast. In order to attend the Spirit special meeting, you must register at www.proxydocs.com/STXB by 12:00 pm Central Time on February 23, 2022. You will be asked to provide the control number located inside the shaded gray box on your proxy as described in the proxy. After completion of your registration, further instructions, including a unique link to access the Spirit special meeting, will be emailed to you.

The Spirit special meeting will be held for the purposes of allowing holders of common stock, no par value per share, of Spirit, which we refer to as the Spirit shareholders, to consider and vote upon the following matters:

These proposals are described in greater detail in the accompanying proxy statement/prospectus. Spirit will transact no other business at the Spirit special meeting, except for the business properly brought before the Spirit special meeting or any adjournment or postponement thereof.

Spirit has fixed the close of business on January 14, 2022 as the record date for the Spirit special meeting. Only Spirit shareholders of record at that time are entitled to notice of, and to vote at, the Spirit special meeting, or any adjournment or postponement thereof. Approval of the merger proposal requires the affirmative vote of holders of at least a majority of the outstanding shares of Spirit common stock entitled to vote on the merger proposal. Approval of the advisory proposal on specified compensation and the adjournment proposal require the affirmative vote of holders of at least a majority of the shares of Spirit common stock present or represented by proxy at the Spirit special meeting and entitled to vote on the advisory proposal on specified compensation and the adjournment proposal, respectively. At the close of business on the record date, 17,288,547 shares of Spirit common stock were outstanding and entitled to vote.

Your vote is very important. Simmons and Spirit cannot complete the merger unless Spirit shareholders approve the merger agreement.

To ensure your representation at the Spirit special meeting, please complete, sign, date and return the enclosed proxy by following the instructions on your proxy (or submit your proxy by telephone or through the internet). If your shares of Spirit common stock are held in “street name” through a bank, broker or other nominee, you must direct your bank, broker or nominee how to vote in accordance with the instructions you received from your bank, broker or nominee. You may not vote shares held in “street name” by returning a proxy directly to Spirit or virtually at the Spirit special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Whether or not you expect to attend the Spirit special meeting, please vote promptly. Sending in your proxy now will not prevent you from voting your shares virtually at the Spirit special meeting, since you may revoke your proxy at any time before it is voted.

Under Texas law, Spirit shareholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to dissenters’ rights. See “Questions and Answers—Are Spirit shareholders entitled to dissenters’ rights?”

The enclosed proxy statement/prospectus provides a detailed description of the Spirit special meeting, the merger, the merger agreement, the documents related to the merger, and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.

The Spirit board of directors unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Spirit shareholders vote “FOR” approval of the merger agreement, “FOR” the advisory proposal on specified compensation and, if necessary or appropriate, “FOR” the adjournment proposal.

BY ORDER OF THE BOARD OF DIRECTORS

Dean O. Bass

Chairman and Chief Executive Officer

Conroe, TX

January 20, 2022

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Simmons and Spirit from documents filed with the Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Simmons and Spirit at no cost from the SEC’s website at www.sec.gov. You are also able to obtain these documents, free of charge, from Simmons at www.simmonsbank.com and from Spirit at www.sotb.com. The websites listed above are inactive textual references only and the information provided on these websites is not a part of the accompanying proxy statement/prospectus and therefore is not incorporated by reference into the accompanying proxy statement/prospectus. You may also request copies of these documents concerning Simmons or Spirit, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting Simmons or Spirit, as applicable, at the following addresses:

If you are a Spirit shareholder and have any questions concerning the Spirit special meeting, the merger, the merger agreement or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus without charge or need help voting your shares of Spirit common stock, please contact Spirit at the address above.

These documents are available without charge upon written or oral request. To obtain timely delivery of these documents, you must request them no later than February 16, 2022 in order to receive them before the Spirit special meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated January 20, 2022 and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document. Neither the mailing of this document to Spirit shareholders nor the issuance by Simmons of shares of Simmons common stock in connection with the merger will create any implication to the contrary.

For a more detailed description of the information incorporated by reference into the accompanying proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” for more details.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Simmons has been provided by Simmons and information contained in this document regarding Spirit has been provided by Spirit.

TABLE OF CONTENTS

Page

Annex Index

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE Spirit SPECIAL MEETING

The following are some questions that you may have regarding the merger and the Spirit special meeting and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the Spirit special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.” Unless the context otherwise requires, references in this proxy statement/prospectus to Simmons refer to Simmons First National Corporation, references to Simmons Bank refer to Simmons Bank, an Arkansas state-chartered bank and wholly owned subsidiary of Simmons, references to Spirit refer to Spirit of Texas Bancshares, Inc., references to Spirit Bank refer to Spirit of Texas Bank SSB, a state savings bank under the laws of Texas and wholly owned subsidiary of Spirit, and references to “we,” “our” and “us” refer to Simmons and Spirit together.

As described below, it is important to note that the amount of per share merger consideration may increase or decrease due to changes in the price of Simmons common stock or the fully diluted shares of Spirit common stock outstanding after the date hereof. As a result, the per share merger consideration shown throughout this proxy statement/prospectus is for illustrative purposes only based on the assumptions described herein.

Following completion of the merger, it is currently expected that former Spirit common shareholders as a group will own approximately 13.7% of the combined company’s common stock and existing Simmons shareholders as a group will own approximately 86.3% of the combined company’s common stock.

There will be no adjustment to the per share merger consideration based upon changes in the market price of Simmons common stock or Spirit common stock prior to the time the merger is completed, and the merger agreement cannot be terminated due to a change in the price of Simmons common stock.

If your shares of Spirit common stock are held in “street name” through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of voting instructions.

SUMMARY

The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you. You should read carefully this entire proxy statement/prospectus, including any document incorporated by reference in this proxy statement/prospectus, and its annexes, because this section may not contain all of the information that may be important to you in determining how to vote. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information.” Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 40)

Simmons First National Corporation

501 Main Street

Pine Bluff, Arkansas 71601

Telephone: (870) 541-1000

Simmons is a financial holding company registered under the Bank Holding Company Act, which we refer to as the BHC Act. Simmons is headquartered in Arkansas and as of September 30, 2021, had, on a consolidated basis, total assets of $23.2 billion, total net loans of $10.6 billion, total deposits of $18.1 billion and total shareholders’ equity of $3.0 billion. Simmons conducts its banking operations through its subsidiary bank, Simmons Bank, in more than 200 financial centers as of September 30, 2021, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas. Simmons common stock is traded on the Nasdaq Global Select Market, which we refer to as Nasdaq, under the symbol “SFNC.”

Additional information about Simmons and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

Spirit of Texas Bancshares, Inc.

1836 Spirit of Texas Way

Conroe, Texas 77301

(936) 521-1836

Spirit is a Texas corporation and a registered bank holding company located in the Houston metropolitan area with headquarters in Conroe, Texas. Spirit offers a broad range of commercial and retail banking services through its wholly-owned bank subsidiary, Spirit Bank.

Spirit is a business-focused bank that delivers relationship-driven financial services to small and medium-sized businesses and individuals in its market areas. Spirit’s philosophy is to target commercial customers whose businesses generate between $3 to $30 million of annual revenue. Spirit’s product offerings consist of a wide range of commercial products, including term loans and operating lines of credit to commercial and industrial companies; commercial real estate loans; construction and development loans; SBA loans; commercial deposit accounts; and treasury management services. In addition, Spirit’s retail offerings include consumer loans, 1-4 single family residential real estate loans and retail deposit products. Spirit common stock is traded on Nasdaq under the symbol “STXB.”

Additional information about Spirit and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

The Merger (page 42)

The terms and conditions of the merger are contained in the merger agreement, which is attached to this proxy statement/prospectus as Annex A. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are subject to, and qualified in their entirety by reference to, the merger agreement.

Each of the Simmons board of directors and the Spirit board of directors approved the merger agreement. The merger agreement provides that, among other things, (i) Spirit will merge with and into Simmons, with Simmons continuing as the surviving corporation in the merger, and (ii) immediately following the merger, Spirit Bank will merge with and into Simmons Bank, with Simmons Bank continuing as the surviving bank.

Based on the assumptions set forth below, under the terms of the merger agreement, at the effective time, each share of Spirit common stock that is issued and outstanding immediately prior to the effective time, excluding certain specified shares, will be converted into the right to receive the per share merger consideration, subject to certain conditions and potential adjustments (including substituting cash for Simmons common stock to the extent necessary to cash out Spirit’s stock options and warrants that are outstanding immediately prior to the effective time). The per share merger consideration is based on the assumption that (i) 17,261,959 shares of Spirit common stock are issued and outstanding (excluding treasury shares), (ii) 435,676 shares of Spirit common stock are reserved for issuance upon the vesting of Spirit RSUs, (iii) 780,230 shares of Spirit common stock are subject to outstanding Spirit stock options with a weighted average exercise price of $14.65, and (iv) 15,312 shares of Spirit common stock are subject to outstanding Spirit warrants with a weighted average exercise price of $12.84, in each case, immediately prior to the effective time. In addition, the exchange ratio assumes that the Simmons average closing price is equal to $32.08, which was the closing sales price of Simmons common stock on January 7, 2022. Changes in any of these assumptions will result in changes in the per share merger consideration. In the aggregate and based on the assumptions set forth herein, Simmons will issue approximately 17,883,538 shares of Simmons common stock to the Spirit shareholders upon completion of the merger, subject to certain conditions and potential adjustments under the merger agreement.

Simmons will not issue any fractional shares of Simmons common stock in the merger. Instead, a Spirit shareholder who would otherwise be entitled to receive a fraction of a share of Simmons common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest whole cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of Simmons common stock that such holder would otherwise be entitled to receive by (ii) the Simmons average closing price.

Treatment of Spirit Equity Rights (page 77)

At the effective time, each Spirit RSU will fully vest and be canceled and converted into the right to receive the per share merger consideration, treating the Spirit RSUs as if they are shares of Spirit common stock for such purposes.

At the effective time of the merger, each Spirit stock option that is outstanding and unexercised immediately prior to the effective time will be canceled and converted into the right to receive from Simmons a Spirit stock option payout, equal to the applicable Spirit stock option amount. Notwithstanding the foregoing, any Spirit stock option that is outstanding and unexercised immediately prior to the effective time with an option exercise price that equals or exceeds the fully diluted per share value will be canceled with no consideration being paid to the optionholder with respect to such Spirit stock option. Simmons and Spirit will work cooperatively to facilitate the Spirit stock option payouts. Pursuant to the merger agreement, the Spirit board of directors or any committee thereof, prior to the effective time, must adopt such resolutions or take any actions necessary to effectuate the

Spirit stock option payouts. It is expected that, prior to the effective time, the Spirit board of directors (or a committee thereof) will accelerate the vesting of all Spirit stock options and give the holders thereof notice and an opportunity to exercise their Spirit stock options. This opportunity to exercise will apply to all outstanding Spirit stock options, including those Spirit stock options for which the vesting is accelerated by Spirit’s board of directors (or a committee thereof).

At the effective time, each Spirit warrant will be canceled and converted into the right to receive from Simmons a Spirit warrant payout, equal to the applicable Spirit warrant amount all in accordance with the warrant cancellation agreements. Notwithstanding the foregoing, any Spirit warrant with a warrant exercise price that equals or exceeds the fully diluted per share value will be canceled with no consideration being paid to the Spirit warrant holder with respect to such Spirit warrant. Simmons and Spirit will work cooperatively to facilitate the Spirit warrant payouts. Pursuant to the merger agreement, the Spirit board of directors or any committee thereof, prior to the effective time, must adopt such resolutions or take any actions necessary to effectuate the Spirit warrant payouts and to ensure there are no outstanding Spirit warrants at the effective time.

Spirit’s Reasons for the Merger and Recommendation of the Spirit Board of Directors (page 48)

The Spirit board of directors has unanimously approved the merger agreement and recommends that Spirit shareholders vote “FOR” the merger proposal, “FOR” the advisory proposal on specified compensation and, if necessary or appropriate, “FOR” the adjournment proposal. Please see the section entitled “The Merger—Spirit’s Reasons for the Merger and Recommendation of the Spirit Board of Directors” for a more detailed discussion of the factors considered by the Spirit board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of Spirit’s Financial Advisor (page 52)

In connection with the merger, Spirit’s financial advisor, Stephens Inc., which we refer to as Stephens, delivered a written opinion, dated November 18, 2021, to the Spirit board of directors as to the fairness of the merger consideration (as described in the section entitled “The Merger—Opinion of Spirit’s Financial Advisor”) to the Spirit shareholders, from a financial point of view and as of the date of such opinion and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Stephens in preparing the opinion, is attached as Annex C to this proxy statement/prospectus.

The opinion was for the information of, and was directed to, the Spirit board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of Spirit to engage in the merger or enter into the merger agreement or constitute a recommendation to the Spirit board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Spirit common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter.

For a description of Stephens’ opinion, please refer to the section entitled “The Merger—Opinion of Spirit’s Financial Advisor.”

Simmons’ Reasons for the Merger (page 63)

The Simmons board of directors adopted the merger agreement. Please see the section entitled “The Merger—Simmons’ Reasons for the Merger” for a more detailed discussion of the factors considered by the Simmons board of directors in reaching its decision to adopt the merger agreement, including the merger and all transactions contemplated therein.

The Spirit Special Meeting (page 33)

The Spirit special meeting will be held on February 24, 2022 at 12:00 pm Central Time. The Spirit special meeting will be held in a virtual meeting format only. You will not be able to physically attend the Spirit special meeting.

At the Spirit special meeting, Spirit shareholders will be asked to consider and vote on the merger proposal, the advisory proposal on specified compensation and, if necessary or appropriate, the adjournment proposal.

The presence at the Spirit special meeting, in person or by proxy, of a majority of the shares of Spirit common stock outstanding and entitled to vote as of the close of business on January 14, 2022 which the Spirit board of directors set as the record date for the Spirit special meeting will constitute a quorum for the purposes of the Spirit special meeting. All shares of Spirit common stock represented at the Spirit special meeting or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Spirit special meeting.

Each holder of shares of Spirit common stock outstanding on the Spirit record date will be entitled to one vote for each share held of record. As of the Spirit record date, there were 17,288,547 shares of Spirit common stock outstanding and entitled to notice of, and to vote at, the Spirit special meeting, held by approximately 296 shareholders of record.

Approval of the merger proposal requires the affirmative vote of holders of at least a majority of the outstanding shares of Spirit common stock entitled to vote on the merger proposal. Approval of the advisory proposal on specified compensation and of the adjournment proposal require the affirmative vote of at least a majority of shares of Spirit common stock present or represented by proxy at the Spirit special meeting and entitled to vote on the adjournment proposal.

If you mark “ABSTAIN” for the merger proposal on your proxy, fail to either submit a proxy or vote at the Spirit special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the merger proposal. If you mark “ABSTAIN” for the advisory proposal on specified compensation or for the adjournment proposal on your proxy, it will have the same effect as a vote against such proposal, and if you fail to either submit a proxy or vote at the Spirit special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.

Interests of Spirit’s Directors and Executive Officers in the Merger (page 64)

In considering the recommendation of the Spirit board of directors, Spirit shareholders should be aware that some of Spirit’s executive officers and directors have interests in the merger, which may be considered to be different from, or in addition to, the interests of the Spirit shareholders generally. The Spirit board of directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and to recommend that Spirit shareholders vote “FOR” the merger proposal.

These interests are described in more detail under the section entitled “The Merger—Interests of Spirit’s Directors and Executive Officers in the Merger.”

Surviving Corporation Governing Documents, Directors and Officers (page 78)

At the effective time, the amended and restated articles of incorporation of Simmons, as amended, which we refer to as the Simmons charter, and the as amended by-laws of Simmons, which we refer to as the Simmons bylaws, in effect immediately prior to the effective time will be the articles of incorporation and bylaws of the surviving corporation, until the same be duly amended or repealed.

The directors and officers of Simmons immediately prior to the effective time will serve as the directors and officers of the surviving corporation from and after the effective time in accordance with the bylaws of the surviving corporation, except that Simmons expects to have Dean Bass, Chairman and CEO of Spirit, join the Simmons board of directors shortly following the closing of the merger as an independent director.

Regulatory Approvals Required for the Merger (page 69)

The completion of the merger is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities, without materially burdensome conditions or requirements being imposed by any governmental authority as part of a regulatory approval. These approvals include approval from, among others, the Board of Governors of the Federal Reserve System, or the Federal Reserve, and state regulatory authorities.

Subject to the terms of the merger agreement, both Simmons and Spirit have agreed to cooperate with each other and use their reasonable best efforts to prepare all documentation, to effect all applications, notices, petitions and filings, and to obtain all permits and consents of all regulatory authorities and third parties that are necessary or advisable to consummate the transactions contemplated by the merger agreement, including the merger. Simmons and Spirit have filed applications and notifications to obtain the required regulatory approvals, consents and waivers.

Accounting Treatment (page 72)

The merger will be accounted for as an acquisition by Simmons using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” The result of this is that (1) the recorded assets and liabilities of Simmons will be carried forward at their recorded amounts, (2) Simmons historical operating results will be unchanged for the prior periods being reported on, and (3) the assets and liabilities of Spirit will be adjusted to fair value at the date Simmons assumes control of the combined entity, or the merger date. In addition, all identifiable intangibles will be recorded at fair value and included as part of the net assets acquired. The amount by which the purchase price, consisting of the value of shares of Simmons stock to be issued to former Spirit shareholders, and the value of cash and shares of Simmons common stock to be issued to former holders of Spirit stock options, Spirit warrants and Spirit RSUs, which we refer to collectively as Spirit equity awards, exceeds the fair value of the net assets including identifiable intangibles of Spirit at the merger date will be reported as goodwill. In accordance with current accounting guidance, goodwill is not amortized and will be evaluated for impairment at least annually. Identified intangibles will be amortized over their estimated lives. Further, the acquisition method of accounting results in the operating results of Spirit being included in the operating results of Simmons from the closing date going forward.

Public Trading Markets (page 72)

Simmons common stock is listed on Nasdaq under the symbol “SFNC” and Spirit common stock is listed on Nasdaq under the symbol “STXB.” Upon completion of the merger, Spirit common stock will be delisted from Nasdaq and thereafter will be deregistered under the Exchange Act. The Simmons common stock issuable in the merger will be listed on Nasdaq.

Dissenters’ Rights in the Merger (page 72)

Spirit shareholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to dissenters’ rights under Chapter 10, Subchapter H of the Texas Business Organizations Code, which we refer to as the TBOC. For additional information, see “The Merger—Dissenters’ Rights in the Merger.” In addition, a copy of Chapter 10, Subchapter H of the TBOC is attached as Annex D to this proxy statement/prospectus.

Agreement Not to Solicit Other Offers (page 90)

Spirit has agreed that it and its subsidiaries will not, and will cause their representatives not to, directly or indirectly:

If Spirit or any of its representatives receives an unsolicited, bona fide written acquisition proposal by any person at any time prior to obtaining the requisite approval of the merger agreement by the Spirit shareholders, which we refer to as the Spirit shareholder approval, that did not result from or arise in connection with a breach of the merger agreement, Spirit and its representatives may, prior to (but not after) the Spirit special meeting, take the following actions if the Spirit board of directors (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with Spirit’s financial advisors and outside legal counsel), that such acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal (as defined in the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers”) and that the failure to take such actions would be inconsistent with its fiduciary duties under applicable law, and (ii) obtained from such person an executed confidentiality agreement containing terms at least as restrictive with respect to such person as the terms of the confidentiality agreement are in each provision with respect to Simmons (and such confidentiality agreement will not provide such person with any exclusive right to negotiate with Spirit): (a) furnish information to (but only if Spirit will have provided such information to Simmons prior to furnishing it to any such person), and (b) enter into discussions and negotiations with, such person and its representatives with respect to such unsolicited, bona fide written acquisition proposal.

Spirit Special Meeting and Recommendation of the Spirit Board of Directors (page 92)

Spirit has agreed to hold a meeting of its shareholders as promptly as reasonably practicable after the registration statement of which this proxy statement/prospectus is a part is declared effective by the SEC for the purpose of obtaining the Spirit shareholder approval.

Except as described in the following paragraph, the Spirit board of directors has agreed to unanimously recommend to the Spirit shareholders the approval of the merger proposal, to include such recommendation in this proxy statement/prospectus and to use its reasonable best efforts to obtain the Spirit shareholder approval.

Except as described in the following paragraph, Spirit has agreed that neither the Spirit board of directors nor any committee thereof will (1) withhold, withdraw, qualify or modify such recommendation in any manner adverse to Simmons, (2) fail to make such recommendation or otherwise submit the merger proposal to the Spirit shareholders without such recommendation, (3) adopt, approve, agree to, accept, recommend or endorse an acquisition proposal, (4) fail to publicly and without qualification (i) recommend against any acquisition proposal or (ii) reaffirm the recommendation of the merger proposal within ten business days (or such fewer number of days remaining prior to the Spirit special meeting) after an acquisition proposal is made public or any request by Simmons to do so, (5) subject to certain exceptions in the merger agreement, take any action or make any public statement, filing or release inconsistent with such recommendation, or (6) publicly propose to do any of the foregoing, which, collectively and individually, we refer to as a change in recommendation.

However, at any time prior to the Spirit special meeting, the Spirit board of directors may submit the merger agreement without recommendation if Spirit has received a superior proposal (as defined in “The Merger Agreement—Spirit Special Meeting and Recommendation of the Spirit Board of Directors”) (after giving effect to any revised offer from Simmons) and the Spirit board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that it would be inconsistent with the directors’ fiduciary duties under applicable law to make or continue to make the recommendation to approve the merger proposal; provided, that the Spirit board of directors may not take such actions unless:

Any material amendment to any acquisition proposal will require a new determination and notice period.

Conditions to Consummation of the Merger (page 93)

The respective obligations of each party to consummate the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

In addition, Simmons’ obligation to consummate the merger and the other transactions contemplated by the merger agreement is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

We cannot be certain of when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed in the second quarter of 2022 or at all. As of the date of this proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement (page 95)

The merger agreement may be terminated and the merger abandoned at any time prior to the effective time (notwithstanding the approval of the merger agreement by Spirit shareholders) by mutual written agreement, or by either party in the following circumstances:

In addition, Simmons may terminate the merger agreement if:

Termination Fee (page 96)

Spirit will pay Simmons a $22,750,000 termination fee if:

If Spirit fails to pay any termination fee payable when due, then Spirit must pay to Simmons its costs and expenses (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of such fee at the prime rate of Citibank, N.A. from the date such payment was due under the merger agreement until the date of payment.

Voting Agreements (page 97)

In connection with entering into the merger agreement, each member of the Spirit board of directors and Spirit’s named executive officers, in their capacities as individuals, have separately entered into a Spirit voting agreement, pursuant to which they agreed to vote their beneficially owned shares of Spirit common stock in favor of the merger proposal and certain related matters and against alternative transactions. As of the Spirit record date, shares constituting approximately 24.7% of the Spirit common stock entitled to vote at the Spirit special meeting are subject to Spirit voting agreements. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

Material U.S. Federal Income Tax Consequences Relating to the Merger (page 98)

The respective obligations of Simmons and Spirit to complete the merger are contingent upon Simmons and Spirit receiving a legal opinion from Covington & Burling LLP, that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Neither Simmons nor Spirit currently intends to waive this condition to the consummation of the merger. If any party waives this condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to Spirit shareholders have materially changed, Simmons and Spirit will recirculate appropriate soliciting materials to resolicit the votes of Spirit shareholders.

The merger is intended to qualify as “reorganization” within the meaning of Section 368(a) of the Code. If the merger so qualifies, a U.S. holder of Spirit common stock receiving Simmons common stock in exchange therefor will not recognize gain or loss upon surrendering its Spirit common stock.

A U.S. holder of Spirit common stock receiving cash in lieu of a fractional share of Simmons common stock generally will recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its shares of Simmons common stock allocable to such fractional share. For further information, please see the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.”

The U.S. federal income tax consequences described above may not apply to all holders of Spirit common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Comparison of Shareholders’ Rights (page 101)

Upon completion of the merger, the rights of former Spirit shareholders will be governed by the Simmons charter and the Simmons bylaws. Simmons is organized under Arkansas law, while Spirit is organized under Texas law. The rights associated with Spirit common stock are different from the rights associated with Simmons common stock. Please see the section entitled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Simmons common stock.

Risk Factors (page 25)

Before voting at the Spirit special meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” and described in Spirit’s and Simmons’ Annual Reports on Form 10-K for the fiscal year ended on December 31, 2020, and other reports filed with the SEC, which are incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

MARKET PRICE AND DIVIDENDS

Simmons common stock is listed on Nasdaq under the symbol “SFNC” and Spirit common stock is listed on Nasdaq under the symbol “STXB.” There were approximately 2,307 registered Simmons shareholders as of January 14, 2022, and approximately 296 registered Spirit shareholders as of January 14, 2022.

After the merger, Simmons currently expects to pay (when, as and if declared by the Simmons board of directors) regular quarterly cash dividends. While Simmons currently pays dividends on Simmons common stock of $0.18 per share, the timing, declaration, amount and payment of any future cash dividends are at the discretion of the Simmons board of directors, and there is no assurance that it will continue to pay dividends in the future. Future dividends on Simmons common stock will depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, its ability to service any equity or debt obligations senior to the common stock and other factors deemed relevant by the Simmons board of directors. There are also regulatory requirements related to Simmons’ ability to pay dividends.

During the third quarter of 2021, Spirit declared and paid a quarterly cash dividend of $0.12 per share. Spirit currently expects that it will continue to pay comparable quarterly cash dividends for the foreseeable future or until the completion of the merger. The merger agreement prohibits Spirit from declaring regular quarterly cash dividends at a rate in excess of $0.12 per share without the prior written consent of Simmons. The timing, declaration, amount and payment of any future cash dividends are at the discretion of the Spirit board of directors and will depend on many factors, including Spirit’s results of operations, financial condition, capital requirements, investment opportunities, growth opportunities, any legal, regulatory, contractual or other limitations on Spirit’s ability to pay dividends and other factors the Spirit board of directors may deem relevant. In addition, there are regulatory restrictions on Spirit’s ability and the ability of Spirit Bank to pay dividends.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference into this proxy statement/prospectus may not be based on historical facts and should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,” “target,” “plan,” positions,” “prospects,” “project,” “predict,” or “potential,” by future conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would,” or by variations of such words or by similar expressions. These forward-looking statements include, without limitation, statements relating to the impact Simmons and Spirit expect the merger to have on the combined entities’ operations, financial condition and financial results, and Simmons’ and Spirit’s expectations about their ability to obtain regulatory approvals and the Spirit shareholder approval, their ability to successfully integrate the combined businesses and the amount of cost savings and other benefits Simmons and Spirit expect to realize as a result of the merger. The forward-looking statements may also include, without limitation, those relating to Simmons’ and Spirit’s predictions or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for future growth, revenue, expenses, assets, capital levels, liquidity levels, asset quality, profitability, earnings, accretion, customer service, investment in digital channels, or other future financial or business performance, strategies or expectations, the impacts of the COVID-19 pandemic and the ability of Simmons and Spirit to manage the impacts of the COVID-19 pandemic, capital resources, market risk, plans for investments in securities, effect of future litigation, acquisition strategy, legal and regulatory limitations and compliance and competition.

These forward-looking statements involve risks and uncertainties, and may not be realized due to a variety of factors, including, without limitation:

Many of these factors are beyond Simmons’ and Spirit’s ability to predict or control, and actual results could differ materially from those in the forward-looking statements due to these factors and others. In addition, as a result of these and other factors, Simmons’ and Spirit’s past financial performance should not be relied upon as an indication of future performance either on a standalone or combined basis.

Simmons and Spirit believe the assumptions and expectations that underlie or are reflected in any forward-looking statements, expressed or implied, in this proxy statement/prospectus are reasonable, based on information available to Simmons and Spirit on the date of this proxy statement/prospectus. However, given the described uncertainties and risks, Simmons and Spirit cannot guarantee its future performance or results of operations or whether Simmons’ and Spirit’s future performance will differ materially from the performance reflected in or implied by its forward-looking statements, and you should not place undue reliance on these forward-looking statements. All forward-looking statements, expressed or implied, included in this proxy statement/prospectus are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this proxy statement/prospectus, and neither Simmons nor Spirit undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” and the matters discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Simmons’ Annual Report on Form 10-K for the year ended December 31, 2020, Spirit’s Annual Report on Form 10-K for the year ended December 31, 2020, and any updates to those risk factors set forth in Simmons’ and Spirit’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings which have been filed with the SEC, Spirit shareholders should carefully consider the following factors in deciding whether to vote for the proposals presented in this proxy statement/prospectus. Please also see the section entitled “Where You Can Find More Information.”

Risks Relating to the Merger

Because the market price of Simmons common stock and the amount of fully diluted shares of Spirit common stock outstanding will both fluctuate, the value of the per share merger consideration to be received by Spirit shareholders is uncertain.

Based on the assumptions set forth herein, upon completion of the merger, each share of outstanding Spirit common stock (except for shares of Spirit common stock held directly or indirectly by Spirit or Simmons and any dissenting shares) will be converted into the right to receive the per share merger consideration, with cash paid in lieu of any resulting fractional shares. Any change in the market price of Simmons common stock prior to the completion of the merger will affect the market value of the per share merger consideration that Spirit shareholders will receive upon completion of the merger. The value of the per share merger consideration could also change if the amount of fully diluted shares of Spirit common stock outstanding changes after the date hereof. At the time of the Spirit special meeting you will not know or be able to calculate the value of the Simmons common stock that you will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the respective businesses, operations and prospects of Simmons or Spirit, and regulatory considerations, among other things. Many of these factors are beyond the control of Simmons and Spirit. You should obtain current market quotations for shares of Simmons common stock and Spirit common stock before voting your shares at the Spirit special meeting.

There will be no adjustment to the per share merger consideration based upon changes in the market price of Simmons common stock or Spirit common stock prior to the time the merger is completed, and the merger agreement cannot be terminated due to a change in the price of Simmons common stock.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the merger agreement, including the merger and the bank merger, may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial and other supervisory considerations, including the future prospects, of each party; potential effects of the merger on the convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder, which we refer to as the Community Reinvestment Act, including the subsidiaries’ overall compliance records and recent fair lending examinations; effectiveness of the parties in combatting money laundering activities; the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system; and whether Simmons controls or would after consummation of the merger control deposits in excess of certain limits. These regulatory authorities may impose conditions on the granting

of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on the combined company following the merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the merger that are not anticipated or cannot be met. Furthermore, such conditions or changes may constitute a burdensome condition that may allow Simmons to terminate the merger agreement and Simmons may exercise its right to terminate the merger agreement. If the consummation of the merger is delayed, including by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of each party may also be adversely affected. See the section entitled “The Merger—Regulatory Approvals Required for the Merger.”

Failure of the merger to be completed, the termination of the merger agreement or a significant delay in the consummation of the merger could negatively impact Simmons and Spirit.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. See the section entitled “The Merger Agreement—Conditions to Consummation of the Merger.” These conditions to the consummation of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not completed by November 30, 2022, either Simmons or Spirit may choose to terminate the merger agreement at any time after such date if the failure to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement, before or after Spirit shareholder approval of the merger.

If the merger is not consummated, the ongoing business, financial condition and results of operations of each party may be adversely affected and the market price of Simmons common stock and Spirit common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated. If the consummation of the merger is delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations of each party may be adversely affected.

In addition, each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC and other regulatory agencies in connection with the merger. If the merger is not completed, the parties would have to recognize these expenses without realizing the expected benefits of the merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the merger, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to each party’s ongoing business during the pendency of the merger, could have an adverse effect on each party’s business, financial condition and results of operations.

Additionally, Simmons’ or Spirit’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger, and the market price of Simmons’ or Spirit’s common stock might decline to the extent that the current market price reflects a market assumption that the merger will be completed. If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger.

Some of the conditions to the merger may be waived by Simmons or Spirit without resoliciting Spirit shareholder approval of the merger agreement.

Some of the conditions to the merger set forth in the merger agreement may be waived by Spirit or Simmons, subject to the agreement of the other party in specific cases. See the section entitled “The Merger

Agreement—Conditions to Consummation of the Merger.” If any such conditions are waived, Spirit and Simmons will evaluate whether an amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In the event that the Spirit board of directors determines that resolicitation of Spirit shareholders is not warranted, Simmons and Spirit will have the discretion to complete the merger without seeking further Spirit shareholder approval.

Simmons and Spirit will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of the parties to the merger. These uncertainties may impair Simmons’ or Spirit’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the consummation of the merger, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Simmons and/or Spirit to seek to change existing business relationships with Simmons and/or Spirit or fail to extend an existing relationship with Simmons and/or Spirit. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger.

The pursuit of the merger and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have an adverse effect on each party’s business, financial condition and results of operations.

In addition, the merger agreement restricts each party from taking certain actions without the other party’s consent while the merger is pending. These restrictions could have an adverse effect on each party’s business, financial condition and results of operations. See the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to the Effective Time” for a description of the restrictive covenants applicable to Simmons and Spirit.

Spirit’s directors and executive officers have interests in the merger that may be different from the interests of the Spirit shareholders.

Spirit’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Spirit shareholders generally. The Spirit board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and recommending to Spirit shareholders that they vote to approve the merger proposal. These interests are described in more detail under the section entitled “The Merger—Interests of Spirit’s Directors and Executive Officers in the Merger.”

The merger agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to Spirit that might result in greater value to Spirit shareholders.

The merger agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination proposal to Spirit that might result in greater value to the Spirit shareholders than the merger. These provisions include a general prohibition on Spirit from soliciting or entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions, as described under the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers.” Furthermore, if the merger agreement is terminated, under certain circumstances, Spirit may be required to

pay Simmons a termination fee equal to $22,750,000, as described under the section entitled “The Merger Agreement—Termination Fee.” Spirit also has an unqualified obligation to submit its merger-related proposals to a vote by its shareholders, including if Spirit receives an unsolicited proposal that the Spirit board of directors has determined in good faith is superior to the merger. See the section entitled “The Merger Agreement—Spirit Special Meeting and Recommendation of the Spirit Board of Directors.”

In connection with entering into the merger agreement, each member of the Spirit board of directors and Spirit’s named executive officers, in their capacities as individuals, have separately entered into a Spirit voting agreement pursuant to which they agreed to vote their beneficially owned shares of Spirit common stock in favor of the merger proposal and certain related matters and against alternative transactions. As of the Spirit record date, shares constituting approximately 24.7% of the Spirit common stock entitled to vote at the Spirit special meeting are subject to Spirit voting agreements. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

The shares of Simmons common stock to be received by holders of Spirit common stock as a result of the merger will have different rights from the shares of Spirit common stock.

The rights of Spirit shareholders are currently governed by the second amended and restated certificate of formation of Spirit, which we refer to as the Spirit charter, and the second amended and restated bylaws of Spirit, as amended, which we refer to as the Spirit bylaws. Upon completion of the merger, the rights of former holders of Spirit common stock will be governed by the Simmons charter and the Simmons bylaws. Simmons is organized under Arkansas law, while Spirit is organized under Texas law. The rights associated with Spirit common stock are different from the rights associated with Simmons common stock. See the section entitled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Simmons common stock.

The merger is expected to, but may not, qualify as a reorganization under Section 368(a) of the Code.

The parties expect the merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligations of Simmons and Spirit to complete the merger are conditioned upon the receipt of U.S. federal income tax opinion to that effect from Covington & Burling LLP, which we refer to as Covington. This tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the United States Internal Revenue Service, which we refer to as the IRS, or the courts. The expectation that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code reflects assumptions and takes into account the relevant information available to Simmons and Spirit at the time. However, this information is not a fact and should not be relied upon as necessarily indicative of future results. Furthermore, such expectation constitutes a forward-looking statement. For information on forward-looking statements, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then the exchange of Spirit common stock for Simmons common stock pursuant to the merger may be treated as a taxable transaction to holders of Spirit common stock. Consequently, a holder of Spirit common stock may be required to recognize gain or loss equal to the difference between (1) the sum of the fair market value of Simmons common stock received by the Spirit shareholder in the merger and the amount of cash, if any, received by the Spirit shareholder, and (2) the Spirit shareholder’s adjusted tax basis in the shares of Spirit common stock exchanged therefor. For further information, please refer to the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.” You should consult your tax advisor to determine the particular tax consequences to you.

The opinion of Stephens Inc. delivered to the Spirit board of directors prior to the signing of the merger agreement will not reflect changes in circumstances after the date of the opinion.

The Spirit board of directors received a fairness opinion from Stephens Inc., Spirit’s financial advisor, dated November 18, 2021, which is attached as Annex C to this proxy statement/prospectus. For a description of the opinion, see “The Merger—Opinion of Spirit’s Financial Advisor.” Such opinion has not been updated as of the date of this proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the merger. Changes in the operations and prospects of Simmons or Spirit, general market and economic conditions and other factors that may be beyond the control of Simmons and Spirit may alter the value of Simmons or Spirit or the prices of shares of Simmons common stock or Spirit common stock by the time the merger are completed. The opinion does not speak as of the time the merger is completed or as of any other date than the date of the opinion. For a description of the other factors considered by the Spirit board of directors in determining to approve the merger, see “The Merger—Spirit’s Reasons for the Merger and Recommendation of the Spirit Board of Directors.”

Litigation against Spirit or Simmons, or the members of the Spirit or Simmons board of directors, could result in significant costs, management distraction, and/or a delay of or injunction against the merger.

While Simmons and Spirit believe that any claims that may be asserted by purported shareholder plaintiffs related to the merger would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the merger from being competed in a timely manner. The existence of litigation related to the merger could affect the likelihood of obtaining the required approval from Spirit shareholders. Moreover, any litigation could be time consuming and expensive, could divert Simmons and Spirit management’s attention away from their regular business and, any lawsuit adversely resolved against Spirit, Simmons or members of the Spirit or Simmons board of directors, could have an adverse effect on each party’s business, financial condition and results of operations.

If the actions remain unresolved, they could prevent or delay the completion of the merger. One of the conditions to the consummation of the merger is the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal consummation of the consummation of the transactions contemplated by the merger agreement (including the merger). Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order or other directive prohibiting, restricting or making illegal consummation of the consummation of the transactions contemplated by the merger agreement (including the merger), then such injunctive or other relief may prevent the merger from becoming effective in a timely manner or at all.

The COVID-19 pandemic may delay and adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of Simmons and Spirit. If the effects of the COVID-19 pandemic cause continued or extended decline in the economic environment and the financial results of Simmons or Spirit, or the business operations of Simmons or Spirit are disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of Simmons and Spirit may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and regulatory authorities may impose additional requirements on Simmons or Spirit that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

Risks Relating to the Combined Company’s Business Following the Merger

The market price of the common stock of the combined company after the merger may be affected by factors different from those currently affecting the shares of Simmons or Spirit common stock.

Upon the completion of the merger, Simmons shareholders and Spirit shareholders will become shareholders of the combined company. Simmons’ business differs from that of Spirit, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Simmons and Spirit. For a further discussion of the businesses of Simmons and Spirit, please see the section entitled “Information About the Companies.” For a discussion of the businesses of Simmons and Spirit and of certain factors to consider in connection with such businesses, please see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

Sales of substantial amounts of Simmons common stock in the open market by former Spirit shareholders could depress Simmons’ stock price.

Shares of Simmons common stock that are issued to Spirit shareholders in the merger will be freely tradable without restrictions or further registration under the Securities Act. Simmons currently expects to issue approximately 17,883,538 shares of Simmons common stock in connection with the merger based on the assumptions described herein. If the merger is completed and if Spirit’s former shareholders sell substantial amounts of Simmons common stock in the public market following completion of the merger, the market price of Simmons common stock may decrease. These sales might also make it more difficult for Simmons to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

The success of the merger will depend on, among other things, the combined company’s ability to combine the businesses of Simmons and Spirit. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

Simmons and Spirit have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on the successful combination of the businesses of Simmons and Spirit. To realize these anticipated benefits and cost savings, after the completion of the merger, Simmons expects to integrate Spirit’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could have an adverse effect on the companies’ financial results and the value of their common stock. If Simmons experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Simmons or Spirit to lose current customers or cause current customers to remove their accounts from Simmons or Spirit and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Simmons or Spirit during this transition period and for an undetermined period after consummation of the merger.

The combined company expects to incur substantial expenses related to the merger.

The combined company expects to incur substantial expenses in connection with consummation of the merger and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although Simmons and Spirit have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the merger. As a result of these expenses, both Simmons and Spirit expect to take charges against their earnings before and after the completion of the merger. The charges taken in connection with the merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

Holders of Simmons and Spirit common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Holders of Simmons and Spirit common stock currently have the right to vote for the election of the directors and on other matters affecting Simmons and Spirit, respectively. Upon the completion of the merger, each Spirit shareholder who receives shares of Simmons common stock will become a shareholder of Simmons with a percentage ownership of Simmons common stock that is smaller than such shareholder’s percentage ownership of Spirit common stock. Following completion of the merger, it is currently expected that former holders of Spirit common stock as a group will own approximately 13.7% of the combined company’s common stock and existing Simmons common shareholders as a group will own approximately 86.3% of the combined company’s common stock. As a result, Spirit shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Spirit, and existing Simmons shareholders may have less influence than they now have on the management and policies of Simmons.

Risks Relating to an Investment in Simmons Common Stock

The market price of Simmons common stock may decline as a result of the merger.

The market price of Simmons common stock may decline as a result of the merger if Simmons does not achieve the perceived benefits of the merger or the effect of the merger on Simmons’ financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the merger, Simmons and Spirit shareholders will own interests in a combined company operating an expanded business with a different mix of assets, risks and liabilities. Existing Simmons shareholders and Spirit shareholders may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of the combined company.

Simmons’ management will have broad discretion as to the use of assets acquired from this merger, and Simmons may not use these assets effectively.

Simmons’ management will have broad discretion in the application of the assets from this merger and could utilize the assets in ways that do not improve Simmons’ results of operations or enhance the value of its common stock. Spirit shareholders will not have the opportunity, as part of their investment decision, to assess whether these acquired assets are being used appropriately. Simmons’ failure to utilize these assets effectively could have an adverse effect on the combined company’s business, financial condition and results of operations and cause the price of Simmons common stock to decline.

Simmons’ rights and the rights of Simmons shareholders to take action against Simmons’ directors and officers are limited.

The Simmons charter eliminates Simmons’ directors’ liability to Simmons and its shareholders for money damages for breach of fiduciary duties as a director to the fullest extent permitted by Arkansas law. Arkansas law provides that an officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in Simmons’ best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances.

The Simmons charter, Simmons bylaws and indemnification agreements with Simmons’ directors and executive officers also require Simmons to indemnify Simmons’ directors and executive officers for liability resulting from actions taken by them in those capacities to the maximum extent permitted by Arkansas law. As a result, Simmons shareholders and Simmons may have more limited rights against Simmons’ directors and officers than might otherwise exist under common law. In addition, Simmons may be obligated to fund the defense costs incurred by Simmons’ directors and officers.

An investment in Simmons common stock is not an insured deposit.

An investment in Simmons common stock is not a bank deposit and is not insured or guaranteed by the FDIC, the Deposit Insurance Fund, or any other government agency. Accordingly, you should be capable of affording the loss of any investment in Simmons common stock.

There may be future sales of additional common stock or preferred stock of Simmons or other dilution of our equity, which may adversely affect the value of Simmons common stock.

Simmons is not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock of Simmons or any substantially similar securities. The value of Simmons common stock could decline as a result of sales by Simmons of a large number of shares of common stock or preferred stock of Simmons or similar securities in the market or the perception that such sales could occur.

THE SPIRIT SPECIAL MEETING

This section contains information for Spirit shareholders about the Spirit special meeting. Spirit is mailing or otherwise delivering this proxy statement/prospectus to you, as a Spirit shareholder, on or about January 21, 2022. This proxy statement/prospectus is also being delivered to Spirit shareholders as Simmons’ prospectus for its offering of Simmons common stock in connection with the merger. This proxy statement/prospectus is accompanied by a notice of the Spirit special meeting and a proxy that the Spirit board of directors is soliciting for use at the Spirit special meeting and at any adjournments or postponements of the Spirit special meeting. References to “you” and “your” in this section are to Spirit shareholders.

Date, Time and Place of the Spirit Special Meeting

The Spirit special meeting will be held on February 24, 2022 at 12:00 pm Central Time. On or about January 21, 2022 Spirit commenced mailing or otherwise delivering this proxy statement/prospectus and the enclosed form of proxy to its shareholders entitled to vote at the Spirit special meeting.

The Spirit special meeting will be held in a virtual meeting format only. You will not be able to physically attend the Spirit special meeting.

You are invited to attend and vote your shares via live webcast. In order to attend the Spirit special meeting, you must register at www.proxydocs.com/STXB by 12:00 pm Central Time on February 23, 2022. You will be asked to provide the control number located inside the shaded gray box on your proxy as described in the proxy. After completion of your registration, further instructions, including a unique link to access the Spirit special meeting, will be emailed to you.

Purpose of the Spirit Special Meeting

At the Spirit special meeting, you will be asked to consider and vote on the following matters:

Recommendation of the Spirit Board of Directors

The Spirit board of directors unanimously approved the merger agreement, including the merger and all transactions contemplated thereby, and recommends that Spirit shareholders vote “FOR” the merger proposal, “FOR” the advisory proposal on specified compensation and, if necessary or appropriate, “FOR” the adjournment proposal. See the section entitled “The Merger—Spirit’s Reasons for the Merger and Recommendation of the Spirit Board of Directors” for a more detailed discussion of the factors considered by the Spirit board of directors in reaching its decision to approve the merger agreement, including the merger and all transactions contemplated thereby. Please see the section entitled “The Merger—Interests of Spirit’s Directors and Executive Officers in the Merger” for a more detailed discussion of the compensation that will or may become payable to the Spirit named executive officers in connection with the merger.

Completion of the merger is conditioned upon the approval of the merger proposal, but is not conditioned upon the approval of the advisory proposal on specified compensation or, if necessary or appropriate, the adjournment proposal.

Record Date and Quorum

Spirit has set the close of business on January 14, 2022 as the Spirit record date to determine which Spirit shareholders will be entitled to receive notice of and vote at the Spirit special meeting. Only Spirit shareholders at the close of business on the Spirit record date will be entitled to vote at the Spirit special meeting. As of the Spirit record date, there were 17,288,547 shares of Spirit common stock outstanding and entitled to notice of, and to vote at, the Spirit special meeting, held by approximately 296 shareholders of record. Each holder of shares of Spirit common stock outstanding on the Spirit record date will be entitled to one vote for each share held of record.

The presence at the Spirit special meeting, in person or by proxy, of a majority of the shares of Spirit common stock outstanding and entitled to vote as of the Spirit record date will constitute a quorum for the purposes of the Spirit special meeting. All shares of Spirit common stock represented at the Spirit special meeting or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Spirit special meeting.

If a quorum is not present at the Spirit special meeting, it will be postponed until the holders of the number of shares of Spirit common stock required to constitute a quorum are in attendance. If additional votes must be solicited in order for Spirit shareholders to approve the merger proposal and the adjournment proposal is approved, the Spirit special meeting will be adjourned to solicit additional proxies subject to the terms of the merger agreement. The Spirit special meeting may be adjourned by the affirmative vote of holders of a majority of the shares of Spirit common stock represented in person or by proxy at the Spirit special meeting, even if less than a quorum.

Vote Required; Treatment of Abstentions and Failure to Vote

Approval of the merger proposal requires the affirmative vote of holders of at least a majority of the outstanding shares of Spirit common stock entitled to vote on the merger proposal. Approval of the advisory proposal on specified compensation requires the affirmative vote of at least a majority of shares present or represented by proxy at the Spirit special meeting and entitled to vote on the advisory proposal on specified compensation. Approval of the adjournment proposal requires the affirmative vote of at least a majority of shares present or represented by proxy at the Spirit special meeting and entitled to vote on the adjournment proposal.

With respect to the merger proposal, if you mark “ABSTAIN” on your proxy, fail to either submit a proxy or vote at the Spirit special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the merger proposal. With respect to the advisory proposal on specified compensation and the adjournment proposal, if you mark “ABSTAIN” on your proxy, it will have the same effect as a vote against such proposals, and if you fail to either submit a proxy or vote at the Spirit special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

Shares Held by Directors and Executive Officers

As of the Spirit record date, there were 17,288,547 shares of Spirit common stock entitled to vote at the Spirit special meeting. As of the Spirit record date, the directors and executive officers of Spirit and their affiliates beneficially owned and were entitled to vote approximately 4,378,883 shares of Spirit common stock, representing approximately 25.3% of the shares of Spirit common stock outstanding on that date. Spirit currently expects that the shares of Spirit common stock beneficially owned by its directors and executive officers will

be voted in favor of the merger proposal, the advisory proposal on specified compensation and, if necessary or appropriate, the adjournment proposal. Each of the members of the Spirit board of directors and Spirit’s named executive officers, in their capacities as individuals have separately entered into a Spirit voting agreement pursuant to which they agreed to vote their beneficially owned shares of Spirit common stock in favor of the merger proposal and certain related matters and against alternative transactions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

Voting of Proxies; Incomplete Proxies

Each copy of this proxy statement/prospectus mailed to Spirit shareholders is accompanied by a form of proxy with instructions for voting. If you hold your shares of Spirit common stock in your name as a shareholder of record as of the Spirit record date, you should follow the instructions on the proxy card and vote your shares by one of the following methods:

If your shares of Spirit common stock are held in “street name” through a bank, broker or other nominee, you must direct your bank, broker or nominee how to vote in accordance with the instructions you received from your bank, broker or nominee. You may not vote shares held in “street name” by returning a proxy directly to Spirit or in person at the Spirit special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

For shareholders whose shares are registered in the name of a bank, broker or other nominee, please consult the voting instructions provided by your bank, broker or other nominee for information about the deadline for voting by telephone or via the Internet.

When a properly executed proxy is returned, the shares of Spirit common stock represented by it will be voted at the Spirit special meeting in accordance with the instructions contained on the proxy. If any proxy is returned without indication as to how to vote, the shares of Spirit common stock represented by the proxy will be voted in favor of each of the merger proposal, the advisory proposal on specified compensation and, if necessary or appropriate, the adjournment proposal.

Your vote is very important. To ensure your representation at the Spirit special meeting, please complete, sign, date and return the enclosed proxy (or submit your proxy by telephone or through the internet). Whether or not you expect to attend the Spirit special meeting, please vote promptly. Sending in your proxy now will not prevent you from voting your shares virtually at the Spirit special meeting, since you may revoke your proxy at any time before it is voted.

Shares Held in “Street Name”

If your shares of Spirit common stock are held in “street name” through a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Banks, brokers and other nominees who hold shares of Spirit common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received

instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Spirit expects that all proposals to be voted on at the Spirit special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of Spirit common stock in “street name,” such entity will vote your shares of Spirit common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus.

Revocability of Proxies and Changes to a Spirit Shareholder’s Vote

If you hold stock in your name as a shareholder of record, you may change your vote or revoke any proxy at any time before the polls are closed at the Spirit special meeting by (1) completing, signing, dating and returning a proxy with a later date than your original proxy, (2) delivering a written revocation letter to Spirit’s corporate secretary, (3) submitting a vote by telephone or by logging onto the Internet website specified on your proxy in the same manner you would to submit your proxy electronically and following the instructions indicated on the proxy (in either case before the voting deadline), or (4) attending the Spirit special meeting virtually, notifying Spirit’s corporate secretary that you are revoking your proxy and voting via live webcast at the Spirit special meeting. If you choose to send a completed proxy bearing a later date than your original proxy, the new proxy must be received before the polls are closed at the Spirit special meeting.

Any Spirit shareholder entitled to vote at the Spirit special meeting may vote regardless of whether or not a proxy has been previously given, but simply attending the Spirit special meeting (without notifying Spirit’s corporate secretary) will not constitute revocation of a previously given proxy.

Written notices of revocation and other communications about revoking your proxy should be addressed to:

Spirit of Texas Bancshares, Inc.
1836 Spirit of Texas Way,
Conroe, Texas 77301
Attention: Corporate Secretary

If your shares of Spirit common stock are held in “street name” through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of voting instructions.

Solicitation of Proxies

Spirit is soliciting proxies from its shareholders in conjunction with the merger. Spirit will bear the entire cost of soliciting proxies from its shareholders. In addition to solicitation of proxies by mail, Spirit will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Spirit common stock and secure their voting instructions. Spirit will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, Spirit may use its directors, officers or employees, who will not be specially compensated, to solicit proxies from Spirit shareholders, either personally or by telephone, facsimile, letter or electronic means. Spirit has also made arrangements with Morrow Sodali LLC to assist it in soliciting proxies for the Spirit special meeting and has agreed to pay approximately $15,000 plus out-of-pocket expenses and certain additional charges related to these services.

Attending the Spirit Special Meeting

If you are a Spirit shareholder as of the Spirit record date, you may vote your shares via live webcast at the Spirit special meeting. Even if you currently plan to attend the Spirit special meeting, it is recommended that you also submit your proxy as described above, so your vote will be counted if you later decide not to attend the Spirit special meeting. If you submit your vote by proxy and later decide to vote at the Spirit special meeting, the vote you submit at the Spirit special meeting will override your proxy vote.

We are holding the Spirit special meeting in a virtual meeting format only. You will be provided the opportunity to participate in the Spirit special meeting via live webcast. Shareholders will not be able to attend the Spirit special meeting in person. The process for virtually attending the Spirit special meeting depends on how your shares are held.

Shareholder of Record. If you are a “shareholder of record” on the record date for the Spirit special meeting, you will need your control number located inside the shaded gray box on your proxy in order to ask questions and vote at the Spirit special meeting via live webcast.

Street Name Holders. If your shares of common stock are held in “street name,” to register to attend the Spirit special meeting, you must submit a “legal proxy” from your broker, bank or other nominee. Please consult the voting form sent to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote at the Spirit special meeting. If you fail to submit a nominee-issued proxy to the Spirit special meeting, you will not be able to vote your nominee-held shares via live webcast at the Spirit special meeting.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this proxy statement/prospectus is being delivered to Spirit shareholders residing at the same address, unless such Spirit shareholders have notified Spirit of their desire to receive multiple copies of this proxy statement/prospectus. Spirit will promptly deliver, upon oral or written request, a separate copy of this proxy statement/prospectus to any shareholder residing at an address to which only one copy of such document was mailed.

If you would like additional copies of this proxy statement/prospectus, please contact Jerry D. Golemon at (281) 516-4904 or Shareholder Services at Computershare at (800) 962-4284.

Assistance

If you need assistance in completing your proxy or have questions regarding the Spirit special meeting, please contact Jerry D. Golemon at (281) 516-4904 or Shareholder Services at Computershare at (800) 962-4284.

THE SPIRIT PROPOSALS

Proposal 1: Merger Proposal

Spirit is asking its shareholders to approve the merger agreement and the transactions contemplated thereby. For a detailed discussion of the terms and conditions of the merger agreement, please see the section entitled “The Merger Agreement.” Spirit shareholders should read this proxy statement/prospectus, including any documents incorporated in this proxy statement/prospectus by reference, and its annexes, carefully and in their entirety for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

As discussed in the section entitled “The Merger—Spirit’s Reasons for the Merger and Recommendation of the Spirit Board of Directors,” after careful consideration, its board of directors unanimously approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Spirit and the Spirit shareholders.

Required Vote

Approval of the merger proposal requires the affirmative vote of holders of at least a majority of the outstanding shares of Spirit common stock entitled to vote on the merger proposal. If you mark “ABSTAIN” for the merger proposal on your proxy, fail to either submit a proxy or vote at the Spirit special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the merger proposal.

The Spirit board of directors unanimously recommends that Spirit shareholders vote “FOR” the merger proposal.

Proposal 2: Advisory Proposal on Specified Compensation

Spirit is asking its shareholders to approve a non-binding advisory resolution approving the compensation that will or may become payable to its named executive officers in connection with the merger. For a detailed discussion on the compensation that will or may become payable to its named executive officers in connection with the merger, please see the section entitled “The Merger—Merger-Related Compensation for Spirit’s Named Executive Officers.” As required by Section 14A of the Exchange Act, Spirit is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Spirit named executive officers in connection with the merger, as disclosed in the table under the caption “The Merger—Merger-Related Compensation for Spirit’s Named Executive Officers” in the proxy statement/prospectus in accordance with Item 402(t) of Regulation S-K, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, is hereby APPROVED.”

The vote on the non-binding advisory resolution approving the compensation that will or may become payable to Spirit’s named executive officers in connection with the merger is a vote separate and apart from the vote to approve the merger agreement. Accordingly, a Spirit shareholder may vote to approve the executive compensation and vote not to approve the merger agreement and vice versa. Because the vote is advisory only, it will not be binding on either Spirit or Simmons. Accordingly, because Simmons is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger agreement is approved and regardless of the outcome of the advisory vote.

Required Vote

Approval of the advisory proposal on specified compensation requires the affirmative vote of at least a majority of shares of Spirit common stock present or represented by proxy at the Spirit special meeting and entitled to vote on the adjournment proposal. If you mark “ABSTAIN” for the advisory proposal on specified compensation on your proxy, it will have the same effect as a vote against such proposal, and if you fail to either submit a proxy or vote at the Spirit special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.

The Spirit board of directors unanimously recommends that Spirit shareholders vote “FOR” the advisory proposal on specified compensation.

Proposal 3: Adjournment Proposal

Spirit is asking its shareholders to approve the adjournment of the Spirit special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the merger proposal if there are insufficient votes at the time of such adjournment to approve the merger proposal.

If, at the Spirit special meeting, there is an insufficient number of shares of Spirit common stock present or represented by proxy and voting in favor of the merger proposal, Spirit will, subject to the terms of the merger agreement, move to adjourn the Spirit special meeting in order to enable the Spirit board of directors to solicit additional proxies for approval of the merger proposal. If the Spirit shareholders approve the adjournment proposal, Spirit may adjourn the Spirit special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Spirit shareholders who have previously voted. Notice need not be given of the adjourned meeting if the time and place of the adjourned meeting are announced at the Spirit special meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the date and place of the adjourned meeting must be given to each shareholder of record entitled to vote at the Spirit special meeting. Even if a quorum is not present, the Spirit special meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of Spirit common stock represented in person or by proxy at the Spirit special meeting.

Required Vote

Approval of the adjournment proposal requires the affirmative vote of at least a majority of shares of Spirit common stock present or represented by proxy at the Spirit special meeting and entitled to vote on the adjournment proposal. If you mark “ABSTAIN” for the adjournment proposal on your proxy, it will have the same effect as a vote against such proposal, and if you fail to either submit a proxy or vote at the Spirit special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.

The Spirit board of directors unanimously recommends that Spirit shareholders vote “FOR” the adjournment proposal, if necessary or appropriate.

Other Matters to Come Before the Spirit Special Meeting

As of the date of this proxy statement/prospectus, the Spirit board of directors is not aware of any matters that will be presented for consideration at the Spirit special meeting other than as described in this proxy statement/prospectus. If, however, the Spirit board of directors properly brings any other matters before the Spirit special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the Spirit board of directors on any such matter.

INFORMATION ABOUT THE COMPANIES

Simmons First National Corporation

501 Main Street

Pine Bluff, Arkansas 71601

Telephone: (870) 541-1000

Simmons is a financial holding company registered under the BHC Act. Simmons is headquartered in Arkansas and as of September 30, 2021, had, on a consolidated basis, total assets of $23.2 billion, total net loans of $10.6 billion, total deposits of $18.1 billion and total shareholders’ equity of $3.0 billion. Simmons conducts its banking operations through its subsidiary bank, Simmons Bank, in more than 200 financial centers as of September 30, 2021, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

Simmons seeks to build shareholder value by focusing on strong asset quality, maintaining strong capital, managing its liquidity position, improving its operational efficiency and opportunistically growing its business, both organically and through acquisitions of financial institutions.

Simmons’ business philosophy centers on building strong, deep customer relationships through excellent customer service and integrity in its operations. While Simmons has grown in recent years into a regional financial institution and one of the largest bank/financial holding companies headquartered in the State of Arkansas, Simmons continues to emphasize, where practicable, a community-based mindset focused on local associates responding to local banking needs and making business decisions in the markets they serve. Those efforts, though, are buttressed by experienced, centralized support functions in select, critical areas. While Simmons serves a variety of customers and industries, Simmons is not dependent on any single customer or industry.

Simmons common stock is traded on Nasdaq under the symbol “SFNC.”

Additional information about Simmons may be found in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

Spirit of Texas Bancshares, Inc.

1836 Spirit of Texas Way

Conroe, Texas 77301

Telephone: (936) 521-1836

Spirit is a Texas corporation and a registered bank holding company located in the Houston metropolitan area with headquarters in Conroe, Texas. Spirit offers a broad range of commercial and retail banking services through its wholly-owned bank subsidiary, Spirit Bank.

Spirit is a business-focused bank that delivers relationship-driven financial services to small and medium-sized businesses and individuals in its market areas. Spirit’s philosophy is to target commercial customers whose businesses generate between $3 to $30 million of annual revenue. Spirit’s product offerings consist of a wide range of commercial products, including term loans and operating lines of credit to commercial and industrial companies; commercial real estate loans; construction and development loans; SBA loans; commercial deposit accounts; and treasury management services. In addition, Spirit’s retail offerings include consumer loans, 1-4 single family residential real estate loans and retail deposit products.

Spirit operates in one reportable segment of business, community banking, which includes Spirit Bank. As of September 30, 2021, Spirit had total assets of $3.15 billion, loans held for investment of $2.25 billion, total deposits of $2.67 billion and total stockholders’ equity of $387.8 million.

Since Spirit’s inception in 2008, it has implemented a growth strategy that includes organic loan and deposit generation through the establishment of de novo branches, as well as strategic acquisitions that have either strengthened its presence in existing markets or expanded its operations into new markets with attractive business prospects. Spirit has completed eleven acquisitions in twelve years, four of which followed its initial public offering in May 2018.

Spirit has 37 locations primarily in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio-New Braunfels, Corpus Christi, Tyler and Austin metropolitan areas, along with North Central Texas. Spirit believes its exposure to these dynamic and complementary markets provides it with economic diversification and the opportunity for expansion across Texas.

Spirit’s top four markets include the Houston-The Woodlands-Sugar Land MSA, Dallas-Fort Worth-Arlington MSA, College Station-Bryan MSA and San Antonio-New Braunfels MSA. As of June 30, 2021, Spirit’s deposit market share in each of these respective markets was 0.23%, 0.07%, 3.90% and 0.30%. Overall, in the State of Texas, Spirit ranks 38th in total deposits as of June 30, 2021 according to S&P Capital IQ Pro.

Spirit’s common stock is traded on Nasdaq under the symbol “STXB.”

Additional information about Spirit may be found in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

THE MERGER

The following discussion contains material information regarding the merger. The discussion is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference herein. The following is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. This discussion does not purport to be complete and may not contain all of the information about the merger that is important to you. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement, for a more complete understanding of the merger.

Terms of the Merger

Each of the Simmons board of directors and the Spirit board of directors approved the merger agreement. The merger agreement provides that, among other things, (i) Spirit will merge with and into Simmons, with Simmons continuing as the surviving corporation in the merger, and (ii) immediately following the merger, Spirit Bank will merge with and into Simmons Bank, with Simmons Bank continuing as the surviving bank.

Based on the assumptions set forth below, under the terms of the merger agreement, at the effective time, each share of Spirit common stock that is issued and outstanding immediately prior to the effective time, excluding certain specified shares, will be converted into the right to receive the per share merger consideration, subject to certain conditions and potential adjustments (including substituting cash for Simmons common stock to the extent necessary to cash out Spirit’s stock options and warrants that are outstanding immediately prior to the effective time). The per share merger consideration is based on the assumption that (i) 17,261,959 shares of Spirit common stock are issued and outstanding (excluding treasury shares), (ii) 435,676 shares of Spirit common stock are reserved for issuance upon the vesting of Spirit RSUs, (iii) 780,230 shares of Spirit common stock are subject to outstanding Spirit stock options with a weighted average exercise price of $14.65, and (iv) 15,312 shares of Spirit common stock are subject to outstanding Spirit warrants with a weighted average exercise price of $12.84, in each case, immediately prior to the effective time. In addition, the exchange ratio assumes that the Simmons average closing price is equal to $32.08, which was the closing sales price of Simmons common stock on January 7, 2022. Changes in any of these assumptions will result in changes in the per share merger consideration. In the aggregate and based on the assumptions set forth herein, Simmons will issue approximately 17,883,538 shares of Simmons common stock to the Spirit shareholders upon completion of the merger, subject to certain conditions and potential adjustments under the merger agreement.

Simmons will not issue any fractional shares of Simmons common stock in the merger. Instead, a Spirit shareholder who would otherwise be entitled to receive a fraction of a share of Simmons common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest whole cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of Simmons common stock that such holder would otherwise be entitled to receive by (ii) the Simmons average closing price.

Spirit shareholders are being asked to approve the merger agreement, including the merger and all transactions contemplated therein. See the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to consummation of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

The Spirit board of directors, with the assistance of Spirit’s executive management, regularly evaluates Spirit’s strategies, opportunities and objectives and considers ways to enhance Spirit’s short-, medium- and long- term performance and prospects, all with the goal of increasing value for Spirit shareholders. The Spirit board

of directors’ strategic reviews and discussions have focused on, among other things, the business and regulatory environment facing financial institutions generally and Spirit in particular, as well as conditions and trends in the banking industry, including assessments of ongoing consolidation in the financial services industry and the benefits and risks to Spirit and Spirit shareholders of potential strategic combinations compared to the benefits and risks of continued operation as a stand-alone company. Factors assessed in connection with these reviews have included the risks and opportunities associated with operating in existing and new markets, competition in existing and new markets, potential synergies achievable from business combination transactions, increased regulatory burdens, the interest rate environment, credit risk, market risk, including in connection with the COVID-19 pandemic, and the challenges of evolving technology and cyber-security needs of Spirit.

In addition, from time to time, the Spirit board of directors has considered various potential strategic alternatives, including acquisitions or business combinations with other financial institutions, such as potential acquisitions of smaller bank holding companies operating primarily in the markets in which Spirit operates or business combinations with larger banking institutions. In furtherance of these considerations, in March 2018, the Spirit board of directors formed an executive committee of the Spirit board of directors, which we refer to as the Spirit executive committee, to, among other things, oversee and monitor the merger and acquisition activities of Spirit. The members of the Spirit executive committee include Spirit’s Chairman and Chief Executive Officer, Dean O. Bass, Spirit’s President and Chief Lending Officer, David M. McGuire, and Directors of the Company and the Bank, Leo T. Metcalf, III, Steven M. Morris, and Thomas C. Sooy.

During 2020, Spirit was contacted on an unsolicited basis by several financial institutions that expressed their potential interest in exploring a potential business combination transaction. Messrs. Dean O. Bass and David McGuire held preliminary discussions with certain of these financial institutions and informed the Spirit board of directors of such conversations. The Spirit board of directors determined not to pursue discussions with these financial institutions because the institutions either ascribed low valuations to Spirit or were viewed as being unable to finance a business combination that would be attractive to the Spirit shareholders. However, in light of what was perceived by the Spirit board of directors as Spirit’s strong loan growth profile and Spirit’s stable core deposits, the Spirit board of directors began to consider in late 2020 whether Spirit had an opportunity to engage in a strategic business combination in order to enhance shareholder value. The Spirit board of directors also considered the potential risks associated with exploring a potential business combination, including untimely disclosure of confidential information and the consequences of an abandoned transaction to the Spirit shareholders, employees and customers. In connection with the evaluation of these strategic alternatives, Mr. Bass, with the support of the Spirit board of directors had, from time to time, commencing in late 2020, informal discussions with other financial institutions.

Heading into 2021, the Spirit executive committee continued its regular monthly meetings at which its members discussed, among other things, merger and acquisition activities, including, but not limited to, whole-bank acquisitions, branch purchases or divestitures and other potential strategic alternatives, and the financial impact to Spirit of such activities. Spirit board members, Steven Gregory Kidd, William K. Nix and Robert S. Beall, were invited guests at these Spirit executive committee meetings. In addition, beginning in March 2021, Messrs. Bass and McGuire engaged in discussions with the representatives of Stephens, a nationally-recognized investment banking firm, about the attributes of potential merger partners, including, but not limited to, the apparent financial ability to pay, compatibility of business models, cultural synergies, overall impact to Spirit’s franchise, financial performance in their respective markets, recent transactions, stock market performance, and apparent ability to complete a possible business combination with Spirit. Following discussion with Mr. Bass, on March 8, 2021, Stephens compiled a list of eight potential merger partners believed by Spirit, with Stephens’ input, to be interested in pursuing a potential strategic business combination with Spirit on terms that would be attractive to Spirit and the Spirit shareholders.

During the second and third quarter of 2021, Stephens, as part of its customary, periodic outreach to the eight identified financial institutions, included in its meeting agenda with such financial institutions the possibility of a potential strategic combination with Spirit. Stephens kept Messrs. Bass and McGuire apprised of such conversations, and Messrs. Bass and McGuire, in turn, kept the Spirit executive committee informed about the conversations. Messrs. Bass and McGuire updated the Spirit executive committee at their regularly scheduled meetings held on May 27, 2021, July 15, 2021 and August 19, 2021 regarding these discussions. The Spirit executive committee meeting on May 27, 2021 was held virtually via video and teleconference. The Spirit executive committee meetings on each of July 15, 2021 and August 19, 2021 were held in-person at Spirit’s offices in Conroe, Texas.

At a meeting held in-person at Spirit’s offices in Conroe, Texas and by videoconference on June 17, 2021 and after discussion with Messrs. Bass and McGuire and with input from the members of the Spirit executive committee regarding the discussions above, the Spirit board of directors decided that it was in the best interests of Spirit and its shareholders for the Spirit executive committee to continue to review and evaluate possible strategic business combination transactions and other strategic alternatives. Accordingly, on June 17, 2021 the Spirit board of directors ratified the authority of the Spirit executive committee to monitor and oversee Spirit’s activities and the activities of Spirit’s executive management, as delegated by the Spirit executive committee, related to any potential strategic transaction.

Three of the eight financial institutions contacted by representatives of Stephens during the second and third quarter of 2021 expressed interest in a strategic business combination with Spirit and executed a customary non-disclosure agreement with Spirit, one of which was Simmons, as discussed below. The non-disclosure agreements did not contain standstill provisions. Discussions with the two parties other than Simmons did not advance beyond preliminary stages due to the view of the Spirit executive committee, based on the preliminary discussions Stephens had with such parties, that the parties were unable to present a compelling offer or to enhance Spirit’s shareholder value.

On June 1, 2021, a representative of Stephens as part of its ongoing dialogue with Simmons discussed Simmons’ potential interest in pursuing a strategic business combination with Spirit at such time. George Makris, Jr., the Chairman and Chief Executive Officer of Simmons, and Mr. Bass as well as certain other members of the parties’ executive management, have known one another for over eight years and have periodically discussed with each other trends in the financial services industry, including recent consolidations among financial institutions, and their respective institutions generally. In early 2020, as a result of such ongoing engagement between Messrs. Makris and Bass, Spirit entered into a transaction with Simmons, involving Spirit’s purchase of Simmons’ Austin and San Antonio branches.

On July 12, 2021, Mr. Bass contacted Simmons to continue the discussion started by the Stephens representative. That same day, Simmons executed the customary non-disclosure agreement with Spirit noted above. Following the execution of the non-disclosure agreement, certain executives of Simmons provided Spirit with an overview of Simmons’ business and operations, as well as its strategic plan and recent acquisitions. Over the next several weeks, Messrs. Bass and McGuire from Spirit and certain executives from Simmons, along with representatives from Stephens, continued to engage in preliminary discussions and exchange information related to their respective enterprises.

Representatives of Stephens attended via teleconference the August 19, 2021 meeting of the Spirit executive committee to discuss, among other things, the current market and peer comparisons.

At a meeting of the Spirit executive committee on September 16, 2021 held in-person at Spirit’s offices in Conroe, Texas and via videoconference, the Spirit executive committee discussed the preliminary conversations and information shared between members of the Spirit and Simmons management teams. Representatives from Stephens attended the meeting and presented the Spirit executive committee with a pro forma model of

a potential transaction with Simmons using various stock prices for both parties and highlighting the financial metrics and capital levels of the resulting institution. Representatives of Stephens responded to questions from the Spirit executive committee. After discussion and review of the materials provided by Stephens and the information shared by Spirit executive management, the Spirit executive committee determined to move forward in pursuing a potential transaction with Simmons.

On September 21, 2021, a meeting between Messrs. Bass and McGuire from Spirit and Mr. Makris, Jr., Robert Fehlman (President and Chief Operating Officer), Steve Massanelli (Senior Executive Vice President and Chief Administrative Officer), Jay Brogdon (Executive Vice President and Chief Financial Officer), George Makris III (Executive Vice President, General Counsel, and Secretary), Matt Reddin (Executive Vice President and Chief Banking Officer), Jena Compton (Executive Vice President and Chief People and Corporate Strategy Officer), John Barber (Executive Vice President and Chief Credit Officer), Jennifer Gisi (Senior Vice President, Assistant General Counsel, and Assistant Secretary), and Marty Casteel (Director) of Simmons occurred. Representatives of Stephens were present for such meeting. During the meeting, the parties discussed Spirit’s business and operations, the market outlook and other matters. Following that meeting, Simmons’ management informed Stephens that they were interested in continuing discussions with Spirit regarding its organization and future.

On September 27, 2021 upon the recommendation of the Spirit executive committee, the Spirit board of directors determined that it was in the best interests of Spirit and its shareholders to continue exploring and evaluating potential strategic alternatives, including the conversations to date with Simmons. In connection with such determination, the Spirit board of directors formed a strategic planning committee of the Spirit board of directors consisting of Dean O. Bass (Chair), David M. McGuire, Leo T. Metcalf, III, Steven M. Morris, Thomas C. Sooy, Steven Gregory Kidd, William K. Nix and Robert S. Beall, which we refer to as the Spirit strategic committee, to be advised by Spirit’s executive management, Spirit professional advisors, including Hunton Andrews Kurth LLP, as legal counsel, which we refer to as Hunton, and Stephens, as financial advisor. The Spirit strategic committee was formed in exercise of the Spirit board of directors’ fiduciary duty and for convenience and charged with the responsibility to review, evaluate, investigate, formulate, negotiate, document and recommend to the Spirit board of directors the terms of any potential strategic alternative, to communicate, discuss and negotiate with third parties and their respective representatives concerning potential strategic alternatives, and to recommend to the Spirit board of directors a plan of action with respect to the strategic alternatives then available to Spirit.

On September 27, 2021, Simmons submitted a non-binding letter of intent, which we refer to as the LOI, to Spirit. The LOI provided that Simmons would pay the Spirit shareholders aggregate consideration consisting of 18,285,000 shares of Simmons common stock, subject to certain adjustments for the cash-out of certain stock options and warrants. The LOI included the potential appointment of Dean O. Bass to the Simmons board of directors, an exclusivity period during which Simmons and Spirit would conduct due diligence on each other, and other customary provisions. Over the course of the following two days, both parties conferred with their respective legal counsel and financial advisors and exchanged further information related to Spirit’s historical and projected financial performance, Simmons’ rationale for a strategic transaction with Spirit and other limited due diligence matters. As part of these conversations, Stephens presented the LOI to the Spirit strategic committee on September 28, 2021. During the virtual meeting of the Spirit strategic committee at which representatives of Spirit’s executive management and Stephens were present, Spirit’s executive management presented Simmons’ rationale for a strategic transaction with Spirit. Based on information provided by representatives of Stephens and Spirit’s executive management, the Spirit strategic committee also considered, among other things: the results of Stephens’ outreach efforts to the eight financial institutions contacted during the second and third quarter of 2021; the potential benefits of a strategic transaction with Simmons compared to Spirit’s prospects as a standalone business; the attributes and characteristics of Simmons, including but not limited to, the premium to the Spirit shareholders, Simmons’ increased financial resources, its history of paying dividends, its reputation, its history of successful acquisitions and certain other potential synergies; and the expanded products and services that would enhance Spirit’s customer relationships. In light of these and other factors, the Spirit

strategic committee determined that a potential transaction with Simmons provided greater shareholder value than remaining independent. Following discussion, the Spirit strategic committee instructed Stephens to continue negotiations with Simmons to seek an improved purchase price and a shorter exclusivity period. In addition, the Spirit strategic committee authorized Mr. Bass to execute a revised LOI. After the meeting and at the instruction of the Spirit strategic committee, Stephens returned a revised draft of the LOI to Simmons on September 28, 2021, which we refer to as the revised LOI. The revised LOI provided for certain downside protections and also provided that (i) any voting agreements would be subject to customary termination provisions in connection with the exercise of fiduciary duties by the Spirit board of directors, (ii) Dean O. Bass would also be appointed to the Simmons Bank board of directors, and (iii) the revised LOI would be governed by the laws of the State of Texas and specified Dallas County, Texas as the venue for any action or claim arising out of related to the revised LOI.

On September 29, 2021, following discussions between the financial advisors of Simmons and Spirit, Simmons returned a second revised LOI to Spirit which increased the number of shares of Simmons common stock to be paid to Spirit shareholders to 18,325,000, representing an increase of 40,000 shares, shortened the exclusivity period to 51 days and accepted the proposed venue change; however, the other proposed changes in the revised LOI were not accepted. The parties executed the LOI on September 29, 2021.

Simmons and Spirit then commenced their respective due diligence reviews of each other, which included, among other things, an evaluation of the other party’s operations, material contracts and loan portfolio, and each party held discussions with selected members of the senior management of the other party. Both Simmons and Spirit established virtual data rooms that were populated with information on the parties based on requests by each side. On October 18, 2021, members of the Simmons executive management team traveled to Conroe, Texas to meet with the Spirit executive management team. On November 4, 2021, members of the Simmons and Spirit executive management teams held a telephonic due diligence meeting also attended by representatives of the parties’ financial advisors. On November 15, 2021, Spirit’s executive management team traveled to Little Rock, Arkansas to meet with the Simmons executive management team and to complete the parties’ due diligence.

Simmons provided an initial draft of the merger agreement to Spirit on October 27, 2021. Between October 27, 2021 and November 17, 2021, Simmons and Spirit, together with their legal and financial advisors, discussed and negotiated the various legal and business terms of the merger agreement, its ancillary agreements (including voting agreements) and the contemplated transaction. The negotiations of the merger agreement primarily concentrated on Spirit’s ability to operate its business between the signing of the merger agreement and closing, the termination events, including those that trigger the payment of a termination fee, the amount of the termination fee, no-solicitation covenants, the governing law and venue for any transaction litigation, and closing conditions related to the accuracy of the parties’ representations and warranties on the closing date. In addition, Simmons and Spirit discussed and negotiated voting agreements from the Spirit directors and named executive officers.

On November 4, 2021, the Spirit strategic committee held a virtual meeting at which representatives of management, Hunton and Stephens were present. At that meeting, representatives of Hunton reviewed with the Spirit strategic committee its fiduciary duties in the context of the potential transaction and the material terms of the draft merger agreement. The Spirit strategic committee discussed with its advisors the material terms of the draft merger agreement, including, but not limited to, the mutuality of certain representations and warranties, the governing law and venue for any transaction litigation, the parties’ closing conditions and certainty of closing, the covenants governing Spirit’s ability to operate in the ordinary course of business between signing and closing, the amount of the proposed termination fee payable by Spirit and the circumstances in which such termination fee would be payable, no-solicitation covenants, and certain other covenants of Spirit. Also at the meeting, the Spirit strategic committee discussed the terms of the voting agreement with Simmons pursuant to which Spirit’s directors and named executive officers would agree to vote their shares of Spirit common stock in favor of the merger. Also at the meeting, a representative of Stephens reviewed the financial aspects of the merger and the strategic and financial rationale of the merger and responded to questions by the Spirit strategic committee. Following discussion, the Spirit strategic committee instructed Hunton to try to seek more favorable terms in the

merger agreement, including seeking a lower termination fee, limiting the circumstances in which the termination fee would be payable to Simmons, changes to the closing conditions to increase the certainty of closing and certain other changes that would improve deal certainty.

Following the meeting, Simmons’ and Spirit’s respective legal advisors continued to negotiate the terms of the merger agreement.

On November 16, 2021, the Spirit strategic committee held another virtual meeting at which representatives of management, Hunton and Stephens were present. At that meeting, representatives of Hunton reviewed the material revisions to the merger agreement and related transaction documents since the November 4, 2021 committee meeting, as well as the material business and legal points that remained unresolved. Among other things, Hunton’s representatives reviewed the no-solicitation covenants, the termination fee amount, the circumstances in which the termination fee would become payable and closing conditions related to the accuracy of the parties’ representations and warranties on the closing date. Hunton’s representatives also reviewed the fiduciary duties of the Spirit strategic committee members in connection with the merger. Also at the meeting, a representative of Stephens provided an updated financial analysis of the merger and reviewed the strategic and financial rationale in favor of the merger. Representatives of Stephens and Hunton responded to questions by the Spirit strategic committee members. During this meeting, members of the Spirit strategic committee discussed at length with its advisors various topics, including, but not limited to: overall market volatility, particularly with respect to bank and bank holding company stocks, and the risk that such volatility might impact overall transaction value; potential synergies arising from the merger; cultural fit of Simmons and Spirit; transaction execution risk, closing conditions and termination rights and remedies, and termination fee triggers. Following discussion, the Spirit strategic committee instructed Hunton to continue negotiating for improved terms to the draft merger agreement. Following the meeting, negotiations continued between the respective parties’ legal counsel related to the no-solicitation covenant, the termination fee amount and the circumstances in which the termination fee would become payable.

On November 18, 2021, the Spirit strategic committee met in Conroe, Texas. Representatives of Spirit’s executive management, Stephens and Hunton were also present. At that meeting, the Spirit strategic committee reviewed and discussed the proposed final forms of the merger agreement and related transaction documents. At that meeting, representatives of Hunton reviewed the changes in the material terms of the merger agreement and related transaction documents since the November 16, 2021 committee meeting. Also at the meeting, a representative of Stephens reviewed the financial aspects of the merger and summarized the strategic and financial rationale in favor of the transaction and responded to questions by the Spirit executive committee members. Finally, members of Spirit’s senior management reviewed with the Spirit strategic committee their diligence findings. After further discussion, the Spirit strategic committee concluded that the terms of the proposed merger with Simmons were in the best interests of Spirit and its shareholders and recommended that the Spirit board of directors approve the merger agreement and the transactions contemplated thereby and recommend the merger agreement to the Spirit shareholders for approval.

On November 18, 2021, the Spirit board of directors held a meeting in Conroe, Texas and via videoconference at which representatives of Spirit’s executive management, Stephens and Hunton were present. At the request of the Spirit board of directors, Stephens reviewed with the Spirit board of directors its financial analysis of the merger consideration (as described in the section entitled “The Merger—Opinion of Spirit’s Financial Advisor”) and responded to questions by the Spirit board of directors. At the request of the Spirit board of directors, Stephens then delivered its oral opinion, which was confirmed in writing and dated November 18, 2021, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens as set forth in its opinion, the merger consideration (as described in the section entitled “The Merger—Opinion of Spirit’s Financial Advisor”) was fair, from a financial point of view, to the Spirit shareholders. Also at this meeting, Hunton reviewed with the Spirit board of directors their fiduciary duties in the context of the proposed transaction and the final terms of the proposed merger agreement.

Hunton responded to questions from members of the Spirit board of directors. After further discussion among the directors and Spirit’s advisors and taking into account, among other things, the factors described in the section entitled “—Spirit’s Reasons for the Merger,” the Spirit board of directors unanimously approved the merger agreement and the transactions contemplated thereby.

On November 18, 2021, the Simmons board of directors held a meeting to consider the terms of the merger and merger agreement. At the meeting, members of Simmons’ management reported on the status of due diligence and negotiations with Spirit. Also at the meeting, Simmons’ financial advisor reviewed with the Simmons board of directors the financial aspects of the merger. At the meeting, Simmons’ internal legal counsel reviewed with the Simmons board of directors its fiduciary duties and reviewed the key terms of the merger agreement and related agreements (including the voting agreements), as described elsewhere in this proxy statement/prospectus, including a summary of the provisions relating to governance of the combined company and the provisions relating to employee matters.

After considering the proposed terms of the merger agreement, the terms of the voting agreements, and taking into consideration the matters discussed during that meeting and prior meetings of the Simmons board of directors, including the factors described in the section entitled “—Simmons’ Reasons for the Merger,” the Simmons board of directors determined that the merger was consistent with Simmons’ business strategies and in the best interests of Simmons and Simmons shareholders and the Simmons board of directors voted to adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Following the board meetings of Simmons and Spirit, on November 18, 2021, Simmons and Spirit executed the merger agreement and the directors and named executive officers of Spirit executed the voting agreements. On November 19, 2021, Simmons and Spirit issued a joint press release announcing the execution of the merger agreement.

Spirit’s Reasons for the Merger and Recommendation of the Spirit Board of Directors

After careful consideration, at a meeting held on November 18, 2021, the Spirit board of directors determined that the merger agreement, including the merger and the other transactions contemplated thereby, is in the best interests of Spirit and its shareholders and unanimously approved the merger agreement and the transactions contemplated thereby.

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Spirit board of directors and the strategic planning committee of the Spirit board of directors, which we refer to as the special committee, considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to Spirit and the Spirit shareholders in consultation with Spirit’s management, as well as Spirit’s financial and legal advisors. The special committee and the Spirit board of directors identified the following factors and benefits of the merger that, among others, the special committee and the Spirit board of directors believes generally support its determination and recommendation, which are not presented in order of priority:

The special committee and the Spirit board of directors also identified and considered a variety of uncertainties and risks concerning the merger, including, but not limited to, the following:

The foregoing discussion of information and factors considered by the special committee and the Spirit board of directors is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger agreement and the transactions contemplated thereby, the special committee and the Spirit board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the special committee and the Spirit board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors than other members gave to such factors.

The Spirit board of directors collectively made its determinations and recommendations based on the conclusion reached by its members, in light of the factors that each of them considered appropriate, that the merger is in the best interests of Spirit and the Spirit shareholders.

It should be noted that this explanation of the Spirit board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Spirit board of directors unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, determining that they are advisable and fair to, and in the best interest of, Spirit and the Spirit shareholders and recommends that Spirit shareholders vote “FOR” the merger proposal, “FOR” the advisory proposal on specified compensation and, if necessary or appropriate, “FOR” the adjournment proposal.

Each of the members of the Spirit board of directors and Spirit’s named executive officers, in their capacities as individuals, entered into the Spirit voting agreements with Simmons and Spirit pursuant to which they agreed to vote “FOR” the merger proposal and “FOR” any other matters required to be approved by the Spirit shareholders in furtherance of the merger proposal. For more information regarding the Spirit voting agreements, please see the section entitled “The Merger Agreement—Voting Agreements.”

Opinion of Spirit’s Financial Advisor

On September 23, 2021, Spirit engaged Stephens to act as financial adviser to Spirit and to render financial advisory and investment banking services, including, if requested, to provide an opinion to the Spirit board of directors as to the fairness, from a financial point of view, of the consideration to be received in any transaction pursued by Spirit. Spirit engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking business, Stephens is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of Stephens’ engagement, representatives of Stephens participated in a meeting of the Spirit board of directors held on November 18, 2021 in which the Spirit board of directors evaluated the proposed merger. At this meeting, the Spirit board of directors requested and received reports, discussion and commentary from its advisors, management and members regarding the proposed merger. As Spirit’s financial advisor at that meeting, Stephens reviewed the financial aspects of the proposed merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Spirit board of directors dated November 18, 2021, that, as of such date, the consideration to be received by the Spirit shareholders (solely in their capacity as such) in the merger, as described herein, which we refer to in this section as the merger consideration, was fair to them from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of Stephens’ written opinion letter, which we refer to as the opinion letter, is attached as Annex C to this proxy statement-prospectus. The opinion letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this document is qualified in its entirety by reference to the full text of such opinion letter. Investors are urged to read the entire opinion letter carefully in connection with their consideration of the proposed merger. Spirit did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

Stephens’ opinion speaks only as of the date of the opinion, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to the Spirit board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger. The opinion only addresses whether the merger consideration to be received by the Spirit shareholders in the merger was fair, from a financial point of view, to them as of the date of the opinion. The opinion does not address the underlying business decision of Spirit to engage in the merger or any other term or aspect of the merger agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to the Spirit board of directors or any Spirit shareholder of as to how such person should vote or otherwise act with respect to the merger or any other matter. Spirit and Simmons determined the merger consideration through a negotiation process.

In connection with developing its opinion Stephens:

Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by Spirit and Simmons and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and the opinion is based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. The management teams of Spirit and Simmons assured Stephens that they were not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Spirit or of Simmons, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of Spirit or of Simmons under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of Spirit or of Simmons. Stephens did not receive or review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for loan and lease losses of Spirit or Simmons. Stephens did not make an independent analysis of the effects of the COVID-19 pandemic or related market developments or disruptions, or of any other disaster or adversity, on the business or prospects of Spirit or Simmons. With respect to the financial forecasts prepared by Spirit and Simmons, including the forecasts of potential cost savings and potential synergies, Stephens also assumed that such financial forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of the management teams of Spirit and of Simmons as to the future financial performance of Spirit and of Simmons and provided a reasonable basis for Stephens’ analysis. Stephens recognizes that such financial forecasts were based on numerous variables, assumptions and judgments that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such forecasts, and Stephens expresses no opinion as to the reliability of such financial projections and estimates or the assumptions upon which they were based.

Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of Spirit and its other advisors with respect to such matters. Stephens assumed, with Spirit’s consent, that the merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for Spirit or its shareholders and that any reviews of legal, accounting,

regulatory, or tax issues conducted as a result of the merger will be resolved favorably to Spirit and its shareholders. Stephens does not express any opinion as to any tax or other consequences that might result from the merger.

Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on November 18, 2021, and on the information made available to Stephens as of the date thereof. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after November 18, 2021. Stephens further noted that the current volatility and disruption in the credit and financial markets relating to, among other things, the COVID-19 pandemic, may or may not have an effect on Spirit or Simmons, and Stephens did not express an opinion as to the effects of such volatility or such disruption on the merger or any party to the merger. Stephens further expressed no opinion as to the prices at which shares of Simmons common stock or Spirit common stock may trade at any time subsequent to the announcement of the merger.

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

Stephens’ opinion is limited to whether the merger consideration to be received by the Spirit shareholders in the merger is fair to them from a financial point of view. Stephens was not asked to, and it did not, offer any opinion as to the terms of the merger agreement or the form of the merger or any aspect of the merger, other than the fairness, from a financial point of view, of the merger consideration to be received in the merger by the Spirit shareholders. The opinion did not address the merits of the underlying decision by Spirit to engage in the merger, the merits of the merger as compared to other alternatives potentially available to Spirit or the relative effects of any alternative transaction in which Spirit might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the merger, including with respect to how to vote or act with respect to the merger. In addition Stephens’ opinion did not address, the fairness to, or any other consideration of, holders of any class of securities, creditors or other constituencies of Spirit. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of Spirit’s officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other shareholders of Spirit or otherwise.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with its opinion. Stephens performed certain procedures, including each of the financial analyses described below, and reviewed with Spirit’s executive management and the Spirit board of directors the assumptions upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens within this regard, it does set forth those considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Summary of Proposed Transaction

Stephens reviewed the financial terms of the merger. The merger agreement provided that collectively the Spirit shareholders and holders of Spirit RSUs are expected to receive, in the aggregate, in exchange for their respective outstanding shares of Spirit common stock and Spirit RSUs, 18,325,000 shares of Simmons common stock, subject to potential adjustments as described in the merger agreement, including substituting cash for shares of Simmons common stock to the extent necessary to cash out Spirit stock options and Spirit warrants that are outstanding immediately prior to the effective time of the merger. Based upon the unaudited financial information of Spirit as of and for the twelve months ended September 30, 2021, and Simmons’ closing stock price and consensus research estimates as of November 15, 2021, Stephens calculated the following per share transaction multiples:

Relevant Nationwide Public Companies Analysis

Stephens compared the financial condition, operating statistics and market valuation of Spirit to selected relevant public companies and their stock trading prices. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to Spirit; however, no selected company below was identical or directly comparable to Spirit. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following relevant nationwide public companies with assets between $2.5 billion and $3.5 billion and a return on average assets greater than 0.50%, as of and for the LTM ended September 30, 2021, excluding merger targets:

To perform this analysis, Stephens examined publicly available financial information as of and for the LTM ended September 30, 2021, or the most recently reported period available, and the market trading multiples of the relevant public companies based on November 15, 2021 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains selected information utilized by Stephens in its analysis:

Relevant Texas Public Companies Analysis

Stephens compared the financial condition, operating statistics and market valuation of Spirit to selected relevant Texas public companies and their stock trading prices. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to Spirit; however, no selected company below was identical or directly comparable to Spirit. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following relevant Texas public companies with assets less $8 billion, as of and for the LTM ended September 30, 2021, excluding Allegiance Bancshares, Inc., CBTX, Inc. and Triumph Bancorp, Inc.:

To perform this analysis, Stephens examined publicly available financial information as of and for the LTM ended September 30, 2021, or the most recently reported period available, and the market trading multiples of the relevant public companies based on November 15, 2021 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains selected information utilized by Stephens in its analysis:

Relevant Nationwide Transactions Analysis

Stephens reviewed publicly available selected transaction multiples and related financial data for relevant nationwide transactions announced since January 1, 2020 with a disclosed deal value, with target assets between $2 billion and $5 billion and with a LTM return on average assets between 0.50% and 2.00%, excluding merger of equals transactions. The following transactions were considered by Stephens because each acquired company’s relative asset size, financial performance and markets of operation, among other factors, was reasonably similar to Spirit; however, no selected company below was identical or directly comparable to Spirit (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is listed third):

Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions to which the merger is being compared. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. To perform this analysis, Stephens used the closing price of Simmons common stock on November 15, 2021. Stephens compared certain proposed transaction multiples of the merger to the 25^th percentile, median and 75^th percentile transaction multiples of the relevant transactions:

Discounted Cash Flow Analysis

Stephens performed a discounted cash flow analysis using analyst consensus EPS and total assets for the remainder of 2021 through 2023, and then 8% growth thereafter as instructed by Spirit’s executive management team and then calculated a range of implied equity values for Spirit based upon the discounted net present value of the projected after-tax free cash flows for the projected period. Stephens determined the amount of cash flow assuming (i) a terminal earnings multiple of 12.0x, (ii) dividend payments for earnings and excess capital above a tangible common equity to tangible asset ratio of 9.0% from 2021 to 2025 and (iii) the present value of Spirit’s implied terminal value at the end of such period. Stephens calculated the terminal value of Spirit based on 2026 estimated earnings and multiples of 11.0x to 13.0x. Stephens considered discount rates from 9.0% to 11.0%. Based on this analysis, Stephens derived a range for the implied equity value of Spirit from $25.57 per share to $31.28 per share.

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Spirit.

With respect to each of the analyses described above, the actual results may vary from the projected results, and the variations may be material.

Financial Impact Analysis

Stephens analyzed the estimated merger consequences of certain pro forma combined income statement and balance sheet information of Spirit and Simmons. Stephens discussed with management of Spirit and Simmons key assumptions regarding the expected accounting treatment, potential cost savings and other acquisition adjustments resulting from the merger. Stephens’ analysis utilized consensus earnings estimates for Spirit and Simmons as of November 15, 2021. Based on this analysis, Stephens estimated that the merger would likely be accretive to Simmons’ consensus EPS following the closing of the merger. Stephens also estimated that Simmons would maintain capital ratios in excess of those required by Simmons to be considered well-capitalized under existing regulations. Like the discounted cash flow analysis, the financial impact analysis is highly dependent upon the assumptions that must be made, including with respect to earnings estimates, cost savings and other

matters. Accordingly, the actual results achieved by the combined company following the merger may vary from the projected results, and the variations may be material.

Miscellaneous

The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.

In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Spirit. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.

Stephens is serving as financial adviser to Spirit in connection with the merger and is entitled to receive a fee from such services in an amount equal to 1.15% of the aggregate consideration paid in connection with the merger, a significant portion of which is contingent upon the consummation of the merger. Stephens also received an $800,000 fee from Spirit upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the merger. Stephens would also be entitled to a fee under certain circumstances following a termination of the merger agreement. Spirit has also agreed to indemnify Stephens against certain claims and liabilities arising out of Stephens’ engagement and to reimburse Stephens for certain of its out-of-pocket expenses incurred in connection with the engagement.

Stephens did not receive any fees for providing investment banking or other services to Spirit within the past two years; however, just over two years ago, Stephens served as financial advisor to Spirit in connection with its acquisition of Chandler Bancorp, Inc., for which Stephens received customary fees.

During the two years preceding the date of this letter, Stephens served as financial advisor to Simmons in connection with the acquisitions of Landmark Community Bank and Triumph Bancshares, Inc. and the sale by Simmons of five branch locations to Spirit, and Stephens received customary fees in connection with such transactions, and, just over two years ago, Stephens served as financial advisor to Simmons in connection with the acquisition of Landrum Company, for which Stephens also received customary fees.

In the ordinary course of its business, Stephens Inc. and its affiliates and employees at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the merger.

Certain Unaudited Prospective Financial Information

Simmons and Spirit do not as a matter of course make public projections as to future performance, revenues, earnings or other financial results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates of any such projections. However, Spirit is including in this proxy statement/prospectus certain unaudited prospective financial information that was made available by Spirit to Stephens for the purpose of Stephens performing its financial analysis in connection with rendering its opinion to the Spirit board of directors, as described in this proxy statement/prospectus under the section entitled “—Opinion

of Spirit’s Financial Advisor.” This unaudited prospective financial information was prepared solely by Spirit management and was not prepared, provided to, reviewed or approved by Simmons management or the Simmons board of directors. By inclusion of this information, the respective managements and boards of directors of Simmons and Spirit and Spirit’s financial advisor, assume no responsibility for the unaudited prospective financial information. The inclusion of this information should not be regarded as an indication that any of Simmons, Spirit, Stephens, their respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

This information was prepared solely by Spirit management for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made solely by Spirit management with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to Simmons’ and Spirit’s respective businesses, all of which are difficult to predict and many of which are beyond Simmons’ and Spirit’s control. The unaudited prospective financial information reflects both assumptions solely by Spirit management as to certain business decisions that are subject to change and, in many respects, subjective judgment solely by Spirit management, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. No assurance can be given that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Simmons’ and Spirit’s respective businesses, industry performance, general business and economic conditions, competition, customer requirements and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, see the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” and in Simmons’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Spirit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the other reports filed by Simmons and Spirit with the SEC.

The unaudited prospective financial information was not prepared by Spirit management with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, the prevailing practices in the banking industry, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in Simmons’ and Spirit’s respective historical GAAP financial statements. Neither Simmons’ nor Spirit’s independent public accountants nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. No assurance can be given that, had the unaudited prospective financial information been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Neither Simmons nor Spirit intends to, and expressly disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects on Simmons or Spirit, as applicable, of the merger and does not attempt to predict or suggest future results of the surviving company. The unaudited prospective financial information does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved

by the surviving company as a result of the merger, the effect on Simmons or Spirit of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on Spirit of any possible failure of the merger to occur.

None of Simmons, Spirit, Stephens, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of Simmons or Spirit or other persons regarding Spirit’s or Simmons’ ultimate performance compared to the information contained in the unaudited prospective financial information or that the projected results will be achieved. The summary of the unaudited prospective financial information included below is not being included to influence your decision whether to vote for the merger proposal, but is being provided solely because it was made available to Stephens in connection with the merger.

In light of the foregoing, and considering that the Spirit special meeting will be held many months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Spirit shareholders are cautioned not to place unwarranted reliance on such information, and all Spirit shareholders are urged to review the other information contained elsewhere in this proxy statement/prospectus for a description of Simmons’ and Spirit’s respective businesses, as well as Simmons’ and Spirit’s most recent SEC filings for a description of their respective reported financial results. See the section entitled “Where You Can Find More Information.”

The following tables present selected unaudited prospective financial data of Spirit and Simmons prepared solely by Spirit management and approved by the Spirit board of directors for Stephens’ financial analysis in connection with rendering its opinion to the Spirit board of directors, as described in in this proxy statement/prospectus under the section entitled “—Opinion of Spirit’s Financial Advisor.” The EPS estimates for the years ending December 31, 2022 and 2023 were based on publicly available “street estimates,” and the growth rates below were then used to extrapolate the EPS estimates for the years ended December 31, 2024, 2025 and 2026.

Simmons’ Reasons for the Merger

In reaching its decision to adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Simmons board of directors evaluated the merger agreement and the merger in consultation with Simmons’ management, as well as Simmons’ financial and legal advisors, and considered a number of factors, including, without limitation, the following material factors, which are not presented in order of priority:

The foregoing discussion of the information and factors considered by the Simmons board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the Simmons board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Simmons board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Simmons board of directors considered all these factors as a whole, and overall considered the factors to be favorable to, and to support, its determination to adopt the merger agreement and the transactions contemplated thereby, including the merger.

This explanation of the Simmons board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Management and Board of Directors of Simmons After the Merger

Except as described below, directors and officers of Simmons immediately prior to the effective time will serve as the directors and officers of the surviving corporation from and after the effective time in accordance with the bylaws of the surviving corporation. Information about the current members of the Simmons board of directors can be found in the documents listed under the section entitled “Where You Can Find More Information.”

Simmons expects to have Dean Bass, Chairman and CEO of Spirit, join the Simmons board of directors shortly following the closing of the merger as an independent director.

Interests of Spirit’s Directors and Executive Officers in the Merger

In considering the recommendations of the Spirit board of directors, Spirit shareholders should be aware that some of Spirit’s executive officers and directors have interests in the merger, which may be considered to be different from, or in addition to, the interests of the Spirit shareholders generally. These interests are described below. The Spirit board of directors was aware of these interests and considered them, among other matters, in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and to recommend that Spirit shareholders vote “FOR” the merger proposal.

Employment Agreements

Four executive officers of Spirit are party to employment agreements with Spirit: Dean O. Bass, David M. McGuire, Jerry D. Golemon and Allison S. Johnson, which collectively we refer to as the executives. Without a change in control, as defined in their employment agreements, these four executives are entitled to certain defined severance benefits if they are terminated by Spirit without cause, as cause is defined in their employment agreements. In the event of termination (without cause and without a change in control), Messrs. Bass and

McGuire would be entitled to receive compensation equal to the sum of: (a) the executive’s accrued rights, as defined in their respective employment agreements, plus (b) an amount equal to 2.0 times the sum of (i) the executive’s base salary in effect as of the date of termination, plus (ii) all bonus, profit sharing and other annual incentive payments made by Spirit within the year prior to the date of termination. In the event of termination (without cause and without a change in control), Mr. Golemon and Ms. Johnson would be entitled to receive compensation equal to the sum of: (a) the executive’s accrued rights, as defined in their respective employment agreements, plus (b) 1.5 times the executive’s base salary, as defined in their respective employment agreements, in effect as of the date of termination. In addition, each executive would be entitled to receive a lump sum equal to 18 months of continued life, health, accident and disability benefits.

Upon termination of employment without cause or with good reason, each as defined in their employment agreements, within two years after the occurrence of a change in control, the severance benefits for the four executive officers are increased. Messrs. Bass and McGuire would be entitled to receive compensation equal to the sum of: (a) the executive’s accrued rights, plus (b) an amount equal to 3.0 times the sum of (i) the executive’s base salary in effect as of the date of termination, plus (ii) all bonus, profit sharing and other annual incentive payments made by Spirit within the year prior to the date of termination. Mr. Golemon and Ms. Johnson would be entitled to receive compensation equal to the sum of: (a) the executive’s accrued rights, plus (b) an amount equal to 1.5 times the sum of (i) the executive’s base salary in effect as of the date of termination, plus (ii) all bonus, profit sharing and other annual incentive payments made by Spirit within the year prior to the date of termination. In addition, each executive would be entitled to receive a lump sum equal to 18 months of continued life, health, accident and disability benefits. For an estimate of the amounts that would be payable to each of Spirit’s named executive officers under their employment agreements, see the section entitled “Merger-Related Executive Compensation for Spirit’s Named Executive Officers.”

If the executives are employed by Simmons following the completion of the merger, they would not be entitled to severance benefits under their employment agreements with Spirit solely as a result of the merger. As of the date of this proxy statement/prospectus, Mr. Bass has amended his employment agreement to provide for the severance benefits described in the section entitled “—Employment Agreement and Restrictive Covenant Agreement with Dean O. Bass.” In addition, as of the date of this proxy statement/prospectus, Mr. McGuire has agreed that any severance benefits to which he would be entitled under his current employment agreement will be replaced by the benefits set forth in his retention agreement, subject to the completion of the merger, as described in the section entitled “—Retention Agreement with David M. McGuire.”

Employment Agreement and Restrictive Covenant Agreement with Dean O. Bass

Dean O. Bass, the Company’s Chairman and Chief Executive Officer, is a party to an Executive Employment Agreement, dated February 25, 2021 with Spirit, as amended effective as of November 18, 2021 which we refer to as the Bass employment agreement.

In addition to the benefits described in the section entitled “Merger-Related Compensation for Spirit’s Named Executive Officers,” the Bass employment agreement provides that the Company may terminate Mr. Bass’ employment for any reason other than cause (as defined in the Bass employment agreement) by providing Mr. Bass with written notice of termination to be effective prior to and in connection with a change in control at least five business days prior to the expected closing of the change in control. The Bass employment agreement further provides for the form of release that will apply if Mr. Bass is terminated as described in the previous sentence. Such release provides that the Company will terminate Mr. Bass’ employment immediately prior to the effective time of the merger and, subject to the terms and conditions of the release, upon such termination, Mr. Bass will receive the following severance package in exchange for a release of all claims against the Company arising out of their relationship: (i) a lump sum payment equivalent to 3.0 times the sum of (1) his base salary as of the termination date, plus (2) an amount equal to all bonus, profit sharing, and other annual

incentive payments made in the year prior to the termination date, and (ii) a lump sum cash payment equal to the cost to obtain, net of taxes, for 18 months, each life, health, accident, and disability benefit to which Mr. Bass was entitled immediately prior to the termination date. In addition, Mr. Bass is also entitled to a transaction bonus, subject to the terms and conditions of the Restrictive Covenant Agreement with Spirit, effective as of November 18, 2021, which we refer to as the restrictive covenant agreement (as described below).

In connection with the execution of the amendment of the Bass employment agreement, Mr. Bass also entered into the restrictive covenant agreement. In accordance with the terms of the restrictive covenant agreement, Mr. Bass shall not engage in certain restrictive activities for a period of three years after the completion of a change in control that occurs during the term of the restrictive covenant agreement, which runs from November 18, 2021 until November 18, 2023. The restrictive activities include, but are not limited to, (x) competing or engaging anywhere in the restricted area, in a financial services business similar to that of the group, and (y) soliciting certain customers and employees of the group. The restricted area is defined as any of those counties in Texas listed in the restrictive covenant agreement and any other county in which Spirit has established a branch office. The group is defined in the restrictive covenant agreement as the surviving entity in a change in control and its affiliates. As consideration for the restrictions contained in the restrictive covenant agreement, Spirit has agreed to pay to Mr. Bass a transaction bonus in the amount of $2,000,000, which we refer to as the transaction bonus, payable in a lump sum within ten business days following the effective time of a change in control, as defined in the restrictive covenant agreement, that occurs during the term of such agreement. The transaction bonus will be subject to applicable taxes and withholding. The foregoing descriptions of the amendment and restrictive covenant agreement do not purport to be complete and are qualified in their entirety by the amendment and restrictive covenant agreement, which are attached as Exhibits 10.1 and 10.2 to Spirit’s Current Report on Form 8-K filed with the SEC on November 24, 2021.

Retention Agreement with David M. McGuire

In connection with the execution of the merger agreement, Simmons entered into an Associate Retention, Nondisclosure and Restrictive Covenant Agreement with David M. McGuire, Spirit’s President and Chief Lending Officer, to be effective upon the effective time, which we refer to as the retention agreement. Under the terms of the retention agreement, Mr. McGuire will receive (x) a base salary of $580,000, (y) a cash retention bonus equal to $2,000,000, which we refer to as the retention bonus, that will paid in four payments as follows: (1) 50% on the first payroll date after the effective time, (2) 16.66% on the first payroll date after the first anniversary of the effective time, (3) 16.67% on the first payroll date after the second anniversary of the effective time, and (4) 16.67% on the first payroll date after the third anniversary of the effective time, provided that in all cases except (i) termination by Simmons without cause, and (ii) the event of death, disability or resignation by Mr. McGuire for good reason, Mr. McGuire must be employed by Simmons on such payment dates, each of which we refer to as a payment date, and (z) an award of restricted stock units of Simmons in an amount equal to $610,000. The restricted stock units will vest only if Mr. McGuire continues to be employed with Simmons as follows: (a) 25% on each of the first and second anniversaries of the grant date, and (b) the remaining 50% on the third anniversary of the grant date. If Mr. McGuire is terminated by Simmons without cause, as defined in the retention agreement, and prior to any payment date, he will be entitled to receive the unpaid portion of the retention bonus. If Mr. McGuire resigns without good reason or is terminated by Simmons with cause, Mr. McGuire will not receive any unpaid portion of the retention bonus. In the event of death, disability or resignation for good reason, Mr. McGuire will be entitled to receive the unpaid portion of the retention bonus. Mr. McGuire will also be subject to certain customary non-solicitation and non-competition restrictions for a period of three years after his separation from service. Simmons Bank has offered Mr. McGuire an executive vice president role following the closing of the merger.

Treatment of Restricted Stock Units and Other Stock Awards

The merger agreement provides that at the effective time, any outstanding Spirit RSUs will fully vest and will be cancelled and converted into the right to receive the per share merger consideration. Accordingly, restricted stock units will be treated as if they are shares of Spirit common stock in the merger. The Spirit directors and Spirit executives collectively own 134,309 Spirit RSUs as of the record date. Based on the assumed exchange ratio of 1.0118842 shares of Simmons common stock and that an assumed price per share of Simmons common stock of $29.97 (the average closing market price of Simmons common stock over the first five business days following the first public announcement of the merger on November 19, 2021, as required by Item 402(t)), the aggregate implied value of the Spirit RSUs held by Spirit directors and Spirit executives is $4,073,077.50.

The merger agreement provides that at the effective time, each unexercised Spirit stock option, whether vested or unvested, outstanding immediately prior to the effective time, will be canceled and converted into the right to receive from Simmons a cash payment equal to the difference, if positive, between (1) the fully diluted per share value and (2) the exercise price of such Spirit stock option. It is expected that, prior to the effective time, the Spirit board of directors (or a committee thereof) will accelerate the vesting of all Spirit stock options and give the holders thereof notice and an opportunity to exercise their Spirit stock options. This opportunity to exercise will apply to all outstanding Spirit stock options, including those Spirit stock options for which the vesting is accelerated by Spirit’s board of directors (or a committee thereof).

Indemnification and Insurance

The merger agreement provides that, for six years after the effective time, Simmons will indemnify, defend and hold harmless each of the present and former directors or officers of Spirit and its subsidiaries against all liabilities incurred in connection with any actual or threatened litigation arising out of or pertaining to the fact that such person is or was a director or officers of the Spirit entities, or at a Spirit entity’s request, of another corporation, partnership, joint venture, trust or other enterprise and pertaining to matters, acts or omissions existing or occurring at or prior to the effective time to the fullest extent permitted under the Spirit charter and the Spirit bylaws in effect as of the date of the merger agreement (or, in the case of the Spirit bylaws, as in effect as of the effective time) (and subject to applicable law), including provisions relating to the advancement of expenses incurred in the defense of any such litigation; provided, that the indemnified party to whom expenses are advanced provides a written undertaking to repay such advances if it is ultimately determined that such indemnified party is not entitled to indemnification.

Support and Non-Competition Agreements

Simmons has entered into voting agreements with each of the Spirit directors and Spirit named executive officers pursuant to which each Spirit director and Spirit named executive officer agrees to vote in favor of the merger proposal. In addition, each of the voting agreements provide, among other things, that each director will be subject to certain non-competition and non-solicitation obligations for a period of two years after the effective time. The support agreement for Mr. McGuire provides, among other things, that he will be subject to certain non-competition and non-solicitation obligations for a period of two years after the effective time. The voting agreements for Mr. Golemon and Ms. Johnson provides, among other things, that Mr. Golemon and Ms. Johnson will be subject to certain non-competition and non-solicitation obligations for a period of one year after the effective time. The voting agreement for Mr. Bass does not contain any non-competition or non-solicitation obligations, as such obligations are addressed in his restrictive covenant agreement. If the merger agreement is terminated prior to the completion of the merger, the voting agreements will also be terminated.

Employee Benefit Plans

The merger agreement provides that for a period of one year following the effective time, employees of Spirit and its subsidiaries, while employed by Simmons, generally will be eligible to receive benefits that are on terms and conditions which are, in the aggregate, substantially comparable to those provided by Simmons entities

to their similarly situated employees. Covered employees will generally receive credit for prior service with Spirit

and its subsidiaries for purposes of determining eligibility to participate and vesting under Simmons benefit plans and for purposes of determining entitlement to paid time off under Simmons paid time off program, subject to certain specified exceptions. The merger agreement provides that the continued participation of Spirit employees in the Spirit benefit plans following the closing date will satisfy this obligation of Simmons.

Merger-Related Compensation for Spirit’s Named Executive Officers

The table below sets forth the information required by Item 402(t) of Regulation S-K promulgated by the SEC, which we refer to as Item 402(t), regarding certain compensation that will or may be paid or become payable to each of Spirit’s named executive officers (as identified in accordance with SEC regulations) and that is based on, or otherwise relates to, the merger, which we refer to in this section as merger-related compensation. The merger related compensation payable to these individuals is the subject of a non-binding advisory vote of Spirit shareholders as described in the section entitled “The Spirit Proposals—Proposal 2: Advisory Proposal on Specified Compensation.” The amounts listed below are estimates based on the following assumptions:

The amounts in the tables below do not include amounts that Spirit’s named executive officers were already entitled to receive or vested in as of the date of this proxy statement/prospectus. In accordance with SEC guidance, the amounts in the table below do not include any amounts that may become payable under the retention agreement with Mr. McGuire, as described in the section entitled “Interests of Spirit’s Directors and Executive Officers in the Merger.” The calculations in this table also do not include compensation actions that may occur after the date of this proxy statement/prospectus but before the effective time of the merger (including any additional equity award grants, issuances or forfeitures that may occur, or future dividends or dividend equivalents that may be accrued, after the date of this proxy statement/prospectus but before the effective time of the merger). It is not currently expected that the payments reflected in the table below will trigger the negative tax consequences under Sections 280G and 4999 of the Code. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

We refer to payments and benefits that arise solely as a result of the completion of the merger as single trigger and to payments and benefits that require two conditions, which are the consummation of the merger and a qualifying termination of employment, as double trigger.

Regulatory Approvals Required for the Merger

The completion of the merger is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities, without materially burdensome conditions or requirements being imposed by any governmental authority as part of a regulatory approval. These approvals include approval from, among others, the Federal Reserve, and state regulatory authorities.

Subject to the terms of the merger agreement, both Simmons and Spirit have agreed to cooperate with each other and use their reasonable best efforts to prepare all documentation, to effect all applications, notices, petitions and filings, and to obtain all permits and consents of all regulatory authorities and third parties that are necessary or advisable to consummate the transactions contemplated by the merger agreement, including the merger. Simmons and Spirit have filed applications and notifications to obtain the required regulatory approvals, consents and waivers.

Federal Reserve

The merger of Spirit with and into Simmons requires the approval of the Federal Reserve under the BHC Act. Simmons plans to submit to the Federal Reserve a request for waiver of this approval requirement with respect to the merger. If the Federal Reserve does not grant this waiver request, Simmons will be required to submit an application under Section 3 of the BHC Act to consummate the merger.

When acting on applications under Section 3 of the BHC Act, the Federal Reserve is required by statute and under its regulations to consider a number of factors. These factors include, but are not limited to, the following: (i) the financial and managerial resources (including consideration of the competence, experience and integrity of the officers, directors and principal shareholders, as well as the pro forma capital ratios) and future prospects of the combined organization; (ii) the supervisory records of the parties and compliance with federal banking laws and regulations (specifically including the effectiveness of the applicant in combatting money laundering); (iii) the ways in which the transaction would satisfy the convenience and needs of the communities served by the parties; (iv) the effect of the transaction on the concentration of deposits on a nationwide basis; (v) the extent to which the transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system; (vi) the effect of the transaction on competition or on the concentration of resources in any banking market; and (vii) the record of performance of each of Simmons Bank and Spirit Bank in meeting the credit needs of the respective communities that they serve, including low and moderate income neighborhoods within such communities, under the Community Reinvestment Act. As of their most recent Community Reinvestment Act examinations, Simmons Bank and Spirit Bank each had Community Reinvestment Act ratings of “satisfactory.”

The bank merger is also subject to review and approval by the Federal Reserve under Section 18(c) of the Federal Deposit Insurance Act, which we refer to as the Bank Merger Act, and the Riegle-Neal Interstate Banking and Branching Efficiency Act, which we refer to as the Riegle-Neal Act. Simmons Bank plans to submit an application under the Bank Merger Act seeking the prior approval of the Federal Reserve for the bank merger. With respect to an application filed under the Bank Merger Act, the Federal Reserve is required to consider, among other factors: (i) whether the effect of the applicable transaction in any portion of the country would substantially lessen competition, tend to create a monopoly, or otherwise retrain trade; (ii) the financial and managerial resources and future prospects of the banking organizations, including the effect of the applicable transaction on such resources (including capital and pro forma capital ratios of the combined organization and its management expertise, internal controls and risk management systems); (iii) the supervisory records of the banking organizations, including records of compliance with Bank Secrecy Act and anti-money laundering laws; (iv) the extent to which the applicable transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system; and (v) the effect of the transaction on the convenience and needs of the communities served by the banking organizations, including consideration of the records of performance of the relevant insured banking organizations under the Community Reinvestment Act. The Riegle-Neal Act imposes additional requirements, including that the Federal Reserve determine that the resulting bank will be well capitalized and well managed upon the consummation of the bank merger.

Simmons is required to publish notice of its applications to the Federal Reserve and to provide the opportunity for public comment on these applications. The Federal Reserve takes into account the views of third-party commenters, particularly on the subject of the convenience and needs of the communities to be served.

The Federal Reserve may upon request or upon its own initiative hold a public hearing or meeting to clarify facts or issues raised by the applications in order to aid in the Federal Reserve’s decision-making process. Any hearing, meeting or comments provided by third parties could prolong the period during which the applications are under review by the Federal Reserve.

Transactions approved under the BHC Act or Bank Merger Act generally may not be completed until 30 days after the approval of the appropriate federal banking agency is received (here, the Federal Reserve), during which time the Department of Justice, which we refer to as the DOJ, may initiate legal action to prevent consummation of the transaction if the DOJ determines the transaction may have a significantly adverse effect on competition. With the approval of the applicable federal agency and the concurrence of the DOJ, the 30-day waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the applicable merger’s effect on competition differently than the Federal Reserve, and thus it is possible that the DOJ could reach a different conclusion than the Federal Reserve regarding the transaction’s effects on competition. While Simmons and Spirit do not know of any basis on which the DOJ would challenge regulatory approval by the Federal Reserve and believe that the likelihood of such action is remote, there can be no assurance that the DOJ will not initiate such a proceeding, or if such a proceeding is initiated, as to the result of any such challenge. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general.

State of Arkansas

To complete the bank merger, Simmons Bank is required to submit an application to, and receive approval of the bank merger from, the ASBD. The ASBD will review the application to determine whether the bank merger complies with Arkansas law. Simmons Bank is required to publish notice of its application to the ASBD and to provide the opportunity for public comment on the application. The ASBD is required by law to hold a public hearing regarding the application. Any hearing, meeting or comments provided by third parties could prolong the period during which the application is under review by the ASBD.

State of Texas

To complete the bank merger, Simmons Bank is required to submit written notice to, and receive the consent for the bank merger from, the TDSML. The TDSML requires that Simmons Bank notify the TDSML no less than 30 days prior to the proposed transaction and provide, among other things, a copy of the applications submitted to the Federal Reserve under the Bank Merger Act and to the ASBD under Arkansas law. The TDSML will be deemed to consent to the bank merger upon the TDSML’s notification to Simmons Bank that it has accepted a complete filing.

Additional Regulatory Approvals and Notices

Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations.

The approval of any notice or application merely implies satisfaction of regulatory criteria for approval, and does not include review of the merger from the standpoint of the adequacy of the consideration to be received by, or fairness to, shareholders. Regulatory approval does not constitute an endorsement or recommendation of the merger.

Simmons and Spirit believe that the merger does not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. Simmons and Spirit cannot assure you that all of the regulatory approvals described above will be obtained and, if obtained, we cannot assure you as to the timing of any such approvals, our ability to obtain the approvals on satisfactory terms or the absence of any litigation

challenging such approvals. No assurance can be given that the necessary regulatory approvals will be received in time to effect the merger in the second quarter of 2022. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company.

Simmons and Spirit are not aware of any material regulatory approvals or actions that are required prior to the completion of the merger other than those described in this proxy statement/prospectus. If any additional regulatory approvals or actions are required other than those described in this proxy statement/prospectus, Simmons and Spirit presently intend to seek those approvals or actions. However, Simmons and Spirit cannot assure you that any of these additional approvals or actions will be obtained.

Accounting Treatment

The merger will be accounted for as an acquisition by Simmons using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” The result of this is that (1) the recorded assets and liabilities of Simmons will be carried forward at their recorded amounts, (2) Simmons historical operating results will be unchanged for the prior periods being reported on, and (3) the assets and liabilities of Spirit will be adjusted to fair value at the date Simmons assumes control of the combined entity, or the merger date. In addition, all identifiable intangibles will be recorded at fair value and included as part of the net assets acquired. The amount by which the purchase price, consisting of the value of shares of Simmons stock to be issued to former Spirit shareholders, and the value of cash and shares of Simmons common stock to be issued to former holders of Spirit equity awards, exceeds the fair value of the net assets including identifiable intangibles of Spirit at the merger date will be reported as goodwill. In accordance with current accounting guidance, goodwill is not amortized and will be evaluated for impairment at least annually. Identified intangibles will be amortized over their estimated lives. Further, the acquisition method of accounting results in the operating results of Spirit being included in the operating results of Simmons from the closing date going forward.

Public Trading Markets

Simmons common stock is listed on Nasdaq under the symbol “SFNC” and Spirit common stock is listed on Nasdaq under the symbol “STXB.” Upon completion of the merger, Spirit common stock will be delisted from Nasdaq and thereafter will be deregistered under the Exchange Act. The Simmons common stock issuable in the merger will be listed on Nasdaq.

Dissenters’ Rights in the Merger

General

If you hold one or more shares of Spirit common stock, you have the right to dissent from the merger and have the appraised fair value of your shares of Spirit common stock as of the date immediately prior to the closing date of the merger paid to you in cash under Chapter 10, Subchapter H of the TBOC. The appraised fair value may be more or less than the value of the stock consideration being paid in the merger in exchange for shares of Spirit common stock. If you are contemplating exercising your right to dissent, Spirit urges you to read carefully the provisions of Chapter 10, Subchapter H of the TBOC, a copy of which is included with this document as Annex D, and which qualify in all respects the following discussion of those provisions, and consult with your legal counsel before electing or attempting to exercise these rights. The following discussion describes the steps you must take if you want to exercise your right to dissent. You should read this summary and the full text of the law carefully.

How to Exercise and Perfect Your Right to Dissent

To be eligible to exercise your right to dissent to the merger:

If you intend to exercise your right to dissent from the merger, prior to the Spirit special meeting you must send the notice of objection to Spirit, addressed to:

Spirit of Texas Bancshares, Inc.

1836 Spirit of Texas Way

Conroe, Texas 77301

Attention: President and Corporate Secretary

If you fail to send the written objection to the merger in the proper form and prior to the Spirit special meeting, to vote your shares of Spirit common stock at the Spirit special meeting against the approval of the Spirit merger proposal or to submit your demand for payment in the proper form and on a timely basis, you will lose your right to dissent from the merger. If you fail to submit to Simmons on a timely basis your certificates formerly representing the shares of Spirit common stock after you have submitted the demand for payment as described above, Simmons will have the option to terminate your right of dissent as to your shares of Spirit common stock. In any instance of a termination or loss of your right of dissent, you will instead receive the per share merger consideration as set forth in the merger agreement. If you comply with the first two items above and the merger is completed, Simmons will send you a written notice advising you that the merger has been completed. Simmons must deliver this notice to you within ten days after the merger is completed.

Your Demand for Payment

If the merger is completed, you have provided your written objection to the merger to Spirit in a timely manner and in proper form and you have voted against the merger agreement at the Spirit special meeting as described above and you desire to receive the fair value of your shares of Spirit common stock in cash, you must, within 20 days of the date on which Simmons sends to you the notice of that the merger was completed, give Simmons a written demand for payment of the fair value of your shares of Spirit common stock. The fair value of your shares of Spirit common stock will be the value of the shares on the day immediately preceding

the completion of the merger, excluding any appreciation or depreciation in anticipation of the merger. After the merger is completed, your written demand and any notice sent to Simmons must be addressed to:

Simmons First National Corporation

501 Main Street

Pine Bluff, Arkansas 71601

Attention: President and Secretary

If your written demand for payment in proper form is not received by Simmons within the requisite 20 day period, you will not be entitled to receive a cash payment representing the fair value of your shares of Spirit common stock. Instead, you will receive shares of Simmons common stock and cash as the per share merger consideration set forth in the merger agreement.

Delivery of Stock Certificates

If you have satisfied the requirements for the exercise of your right to dissent described above, including the delivery of the written demand for payment to Simmons as described above, you must, not later than the 20th day after you make your written demand for payment to Simmons, submit to Simmons your certificate or certificates formerly representing the shares of Spirit common stock you own. You may submit those certificates with your demand for payment if you prefer. In accordance with the provisions of the TBOC, Simmons will note on each such certificate that you have demanded payment of the fair value of the shares of Spirit common stock that were represented by such certificate under the provisions of the TBOC relating to the rights of dissenting owners. After making those notations on those certificates, Simmons will return each such certificate to you at your request. If you fail to submit all of the certificates representing the shares of Spirit common stock for which you have exercised the right of dissent in a timely fashion, Simmons will have the right to terminate your rights of dissent and appraisal with respect to all of your shares of Spirit common stock unless a court, for good cause shown, directs Simmons not to terminate those rights.

Simmons’ Actions Upon Receipt of Your Demand for Payment

Within 20 days after Simmons receives your written demand for payment and your estimate of the fair value of your shares of Spirit common stock submitted as described above, Simmons must send you written notice stating whether or not it accepts your estimate of the fair value of your shares.

If Simmons accepts your estimate, Simmons will notify you that it will pay the amount of your estimated fair value within 90 days after the effective date of the merger. Simmons will make this payment to you only if you have surrendered the share certificates representing your shares of Spirit common stock, duly endorsed for transfer, to Simmons.

If Simmons does not accept your estimate, Simmons will notify you of this fact and will make an offer of an alternative estimate of the fair value of your shares that it is willing to pay you within 120 days after the effective date of the merger, which you may accept within 90 days after the effective date of the merger or decline.

Payment of the Fair Value of Your Shares of Spirit Stock upon Agreement of an Estimate

If you and Simmons have reached an agreement on the fair value of your shares of Spirit common stock within 90 days after the effective date of the merger, Simmons must pay you the agreed amount within 120 days after the date the merger is completed, provided that you have surrendered the certificates formerly representing your shares of Spirit common stock, duly endorsed for transfer, to Simmons.

Commencement of Legal Proceedings if a Demand for Payment Remains Unsettled

If you and Simmons have not reached an agreement as to the fair market value of your shares of Spirit common stock within 90 days after the effective date of the merger, you or Simmons may, within 60 days after the expiration of the 90-day period, commence proceedings in Dallas County, Texas asking the court to determine the fair value of your shares of Spirit common stock. The court will determine if you have complied with the provisions of the TBOC regarding your right of dissent and if you have become entitled to receive payment for your shares of Spirit common stock. The court will appoint one or more qualified persons to act as appraisers to determine the fair value of your shares in the manner prescribed by the TBOC. The appraisers will determine the fair value of your shares and will report this value to the court. Once the appraisers’ report is filed with the court, you will receive a notice from the court indicating that the report has been filed. You will be responsible for obtaining a copy of the report from the court. If you or Simmons objects to the report or any part of it, the court will hold a hearing to determine the fair value of your shares of Spirit common stock. Both you and Simmons may address the court about the report. The court will determine the fair value of your shares and direct Simmons to pay that amount, plus interest, which will begin to accrue 91 days after the merger is completed. The court may require you to share in the court costs relating to the matter to the extent the court deems it fair and equitable that you do so.

Rights as a Shareholder

If you have made a written demand on Simmons for payment of the fair value of your shares of Spirit common stock, you will not thereafter be entitled to vote or exercise any other rights as a shareholder of Simmons, but will only have the right to receive payment for your shares as described herein and the right to maintain an appropriate action to obtain relief on the ground that the merger would be or was fraudulent. In the absence of fraud in the transaction, your right under the dissent provisions described herein is the exclusive remedy for the recovery of the value of your shares of Spirit common stock or money damages with respect to the merger.

Withdrawal of Demand

If you have made a written demand on Simmons for payment of the fair value of your Spirit common stock, you may withdraw such demand at any time before payment for your shares has been made or before a petition has been filed with a court for determination of the fair value of your shares. If you withdraw your demand or are otherwise unsuccessful in asserting your dissenters’ rights, you will be bound by the merger and you will have the same rights to receive of the per share merger consideration with respect to your shares of Spirit common stock as you would have had if you had not made a demand for payment as to those shares, as well as to participate to the appropriate extent in any dividends or distributions on the shares of Simmons common stock that may have been paid to Simmons shareholders after the effective date of the merger. Such rights will, however, be subject to any change in or adjustment to those shares made because of an action taken after the date your demand for payment.

Beneficial Owners

Persons who beneficially own shares of Spirit common stock that are held of record in the name of another person, such as a bank, broker, trustee or other nominee, and who desire to have the right of dissent exercised as to those shares must act promptly to cause the record holder of those shares to take the actions required under Texas law to exercise the dissenters’ rights with respect to those shares. Only the persons in whose names shares of Spirit common stock are registered on the share transfer records of Spirit may exercise the right of dissent and appraisal discussed above.

U.S. Federal Income Tax Consequences

See the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger” for a discussion on how the federal income tax consequences of your action will change if you elect to dissent from the merger.

You should remember that if you return a signed proxy, but fail to provide instructions as to how your shares of Spirit common stock are to be voted, you will be considered to have voted in favor of the merger agreement and you will not be able to assert dissenters’ rights. You should also remember that if you otherwise vote at the Spirit special meeting in favor of the merger agreement, you will not be able to assert dissenters’ rights.

The foregoing summary is not intended to be a complete statement of the procedures for exercising dissenters’ rights under the TBOC and is qualified in its entirety by reference to the full text of Chapter 10, Subchapter H of the TBOC, a copy of which is included with this document as Annex D. Spirit urges any Spirit shareholder wishing to exercise dissenters’ rights, if any, to read this summary and the TBOC provisions carefully, and to consult legal counsel before attempting to exercise dissenters’ rights. Failure to comply strictly with all of the procedures set forth in of Chapter 10, Subchapter H of the TBOC may result in the loss of your statutory dissenters’ rights.

THE MERGER AGREEMENT

The following describes certain material provisions of the merger agreement, but does not describe all of the terms of the merger agreement and may not contain all of the information about the merger agreement that is important to you. The following is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Structure of the Merger

Under the terms and subject to the conditions of the merger agreement, among other things, (i) Spirit will merge with and into Simmons, with Simmons continuing as the surviving corporation in the merger, and (ii) immediately following the merger, Spirit Bank will merge with and into Simmons Bank, with Simmons Bank continuing as the surviving bank.

The Per Share Merger Consideration

Based on the assumptions set forth below, under the terms of the merger agreement, at the effective time, each share of Spirit common stock that is issued and outstanding immediately prior to the effective time (except for shares of Spirit common stock held directly or indirectly by Spirit or Simmons and any dissenting shares) will be converted into the right to receive the per share merger consideration, composed of approximately 1.0105 shares of Simmons common stock. The per share merger consideration is based on the assumption that (i) 17,261,959 shares of Spirit common stock are issued and outstanding (excluding treasury shares), (ii) 435,676 shares of Spirit common stock are reserved for issuance upon the vesting of Spirit RSUs, (iii) 780,230 shares of Spirit common stock are subject to outstanding Spirit stock options with a weighted average exercise price of $14.65, and (iv) 15,312 shares of Spirit common stock are subject to outstanding Spirit warrants with a weighted average exercise price of $12.84, in each case, immediately prior to the effective time. In addition, the exchange ratio assumes that the Simmons average closing price is equal to $32.08, which was the closing sales price of Simmons common stock on January 7, 2022. Changes in any of these assumptions will result in changes in the per share merger consideration. In the aggregate and based on the assumptions set forth herein, Simmons will issue approximately 17,883,538 shares of Simmons common stock to the Spirit shareholders upon completion of the merger, subject to certain conditions and potential adjustments under the merger agreement.

Fractional Shares

Simmons will not issue any fractional shares of Simmons common stock in the merger. Instead, a Spirit shareholder who would otherwise be entitled to receive a fraction of a share of Simmons common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest whole cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of Simmons common stock that such holder would otherwise be entitled to receive by (ii) the Simmons average closing price.

Treatment of Spirit Equity Rights

At the effective time, each Spirit RSU will fully vest and be canceled and converted into the right to receive the per share merger consideration, treating the Spirit RSUs as if they are shares of Spirit common stock for such purposes.

At the effective time of the merger, each Spirit stock option that is outstanding and unexercised immediately prior to the effective time will be canceled and converted into the right to receive from Simmons a Spirit stock option payout equal to the applicable Spirit stock option amount. Notwithstanding the foregoing, any Spirit stock option that is outstanding and unexercised immediately prior to the effective time with an option exercise price that equals or exceeds the fully diluted per share value will be canceled with no consideration being paid to the optionholder with respect to such Spirit stock option. Simmons and Spirit will work cooperatively to facilitate the Spirit stock option payouts. Pursuant to the merger agreement, the Spirit board of directors or any committee thereof, prior to the effective time, must adopt such resolutions or take any actions necessary to effectuate the Spirit stock option payouts. It is expected that, prior to the effective time, the Spirit board of directors (or a committee thereof) will accelerate the vesting of all Spirit stock options and give the holders thereof notice and an opportunity to exercise their Spirit stock options. This opportunity to exercise will apply to all outstanding Spirit stock options, including those Spirit stock options for which the vesting is accelerated by Spirit’s board of directors (or a committee thereof).

At the effective time, each Spirit warrant, will be canceled and converted into the right to receive from Simmons a Spirit warrant payout equal to the applicable Spirit warrant amount, all in accordance with the warrant cancellation agreements. Notwithstanding the foregoing, any Spirit warrant with a warrant exercise price that equals or exceeds the fully diluted per share value will be canceled with no consideration being paid to the Spirit warrant holder with respect to such Spirit warrant. Simmons and Spirit will work cooperatively to facilitate the Spirit warrant payouts. Pursuant to the merger agreement, the Spirit board of directors or any committee thereof, prior to the effective time, must adopt such resolutions or take any actions necessary to effectuate the Spirit warrant payouts and to ensure there are no outstanding Spirit warrants at the effective time.

Potential Adjustment to Stock Consideration

If the number of shares of Simmons common stock outstanding changes as a result of a stock split, stock dividend, or recapitalization or similar corporate action with respect to such stock prior to the effective time, then the aggregate merger consideration will be equitably and proportionately adjusted, if necessary and without duplication, to fully effect such change. If the aggregate cash consideration less the sum of all stock option payouts, which we refer to as the aggregate stock option payout, and all warrant payouts, which we refer to as the aggregate warrant payout, is less than $0, then the aggregate cash consideration will be increased such that difference between the aggregate cash consideration and the aggregate stock option payout and the aggregate warrant payout equals $0, and the stock consideration will be decreased by an amount of shares of Simmons common stock equal to the quotient of such aggregate cash consideration increase divided by the average closing price (for the avoidance of doubt, if the quotient includes a fractional share, then the quotient will be rounded up to the next whole share).

Surviving Corporation Governing Documents, Directors and Officers

At the effective time, the Simmons charter and the Simmons bylaws in effect immediately prior to the effective time will be the articles of incorporation and bylaws of the surviving corporation, until the same be duly amended or repealed.

The directors and officers of Simmons immediately prior to the effective time will serve as the directors and officers of the surviving corporation from and after the effective time in accordance with the bylaws of the surviving corporation, except that Simmons expects to have Dean Bass, Chairman and CEO of Spirit, join the Simmons board of directors shortly following the closing of the merger as an independent director.

Closing and Effective Time

The merger will be completed only if all conditions to the merger discussed in this proxy statement/prospectus and set forth in the merger agreement are either satisfied or waived (subject to applicable law). See the section entitled “—Conditions to Consummation of the Merger” below.

The merger will become effective as of the date and time specified in the articles of merger as duly filed with the Secretary of State of the State of Arkansas and the certificate of merger as duly filed with the Secretary of State of the State of Texas.

In the merger agreement, we have agreed to cause the effective time to occur by the later of (1) April 8, 2022 and (2) a date within 30 days following the satisfaction or waiver (subject to applicable law) of the last of the conditions specified in the merger agreement to occur as determined by Simmons, or on another mutually agreed date. It currently is anticipated that the effective time will occur in the second quarter of 2022, subject to the receipt of regulatory approvals and waivers and other customary closing conditions, but we cannot guarantee when or if the merger will be completed.

As described below, if the merger is not completed by November 30, 2022, either Simmons or Spirit may choose to terminate the merger agreement at any time after such date if the failure of the effective time to occur on or before such date is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement.

Conversion of Shares; Exchange Procedures

The conversion of Spirit common stock into the right to receive the per share merger consideration will occur automatically at the effective time.

At or promptly after the effective time, Simmons will deposit with its transfer agent, or another exchange agent acceptable to Simmons, which we refer to as the exchange agent, (1) certificates or evidence of Simmons common stock in book-entry form equal to the stock consideration and (2) funds equal to the cash payable in lieu of fractional shares and after the effective time, if applicable, any dividends or distributions which the Spirit shareholders have the right to receive under the merger agreement.

As soon as reasonably practicable after the effective time, the exchange agent will mail to holders of record of Spirit common stock and Spirit restricted stock units immediately prior to the effective time transmittal materials, which such shareholder may complete in accordance with the instructions thereto and deliver together with the proper surrender of a certificate, if applicable, to the exchange agent in exchange for the per share merger consideration, any cash in lieu of fractional shares of Simmons common stock, and any dividends or distributions such shareholder is entitled to receive under the merger agreement.

Withholding

Simmons, the surviving corporation or the exchange agent, as applicable, will be entitled to deduct and withhold from the per share merger consideration, Spirit stock option payouts, Spirit warrant payouts and any other amounts or property otherwise payable or distributable to any person pursuant to the merger agreement to any person, such amounts or property (or portions thereof) as it is required to deduct and withhold under the Code, and the rules and regulations promulgated thereunder, or any provision of applicable tax law. Any amounts so deducted, withheld or remitted will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

Dividends and Distributions

Whenever a dividend or other distribution is declared by Simmons on Simmons common stock, with a record date after the effective time, the declaration will include dividends or other distributions on all whole shares of Simmons common stock issuable pursuant to the merger agreement, but such dividends or other distributions will not be paid to the holder thereof until such shareholder has duly surrendered its certificate in accordance with the merger agreement. Following surrender of any such certificate (or affidavit or loss and other documentation required by the exchange agent or surviving corporation under the merger agreement in lieu thereof), the record

holder of the whole shares of Simmons common stock issued in exchange therefor, will be paid, without interest, (1) all dividends and other distributions payable in respect of any such whole shares of Simmons common stock with a record date after the effective time and a payment date on or prior to the date of such surrender and not previously paid and (2) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Simmons common stock.

Representations and Warranties

The merger agreement contains representations and warranties made, on the one hand, by Spirit to Simmons and, on the other hand, by Simmons to Spirit, which were made only for purposes of the merger agreement and as of specific dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to investors. Investors are not third-party beneficiaries under the merger agreement, and in reviewing the representations, warranties and covenants contained in the merger agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of Simmons, Spirit or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Simmons’ public disclosures. The representations and warranties contained in the merger agreement do not survive the effective time. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or conditions of Simmons or Spirit or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read in conjunction with the other information provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus and the other information contained in the reports, statements and filings that Simmons publicly files with the SEC. For more information regarding these documents, please see the section entitled “Where You Can Find More Information.”

In the merger agreement, Spirit has made customary representations and warranties to Simmons with respect to, among other things:

In the merger agreement, Simmons made customary representations and warranties to Spirit with respect to, among other things:

The representations and warranties in the merger agreement do not survive the effective time and, as described below under the section entitled “—Effect of Termination,” if the merger agreement is validly terminated, the merger agreement will become void and have no effect (except with respect to designated provisions of the merger agreement, including, but not limited to, those related to payment of fees and expenses and the confidential treatment of information), unless a party breached the merger agreement.

Many of the representations and warranties in the merger agreement made by Spirit and Simmons are qualified by a materiality or material adverse effect standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect).

Under the merger agreement, a “material adverse effect” is defined, with respect to a party and its subsidiaries, as any fact, circumstance, event, change, effect, development or occurrence that, individually or in the aggregate together with all other facts, circumstances, events, changes, effects, developments or occurrences, directly or indirectly, (i) has had or would reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operation, assets, liabilities or business of such party and its subsidiaries taken as a whole or (ii) prevents or materially impairs the ability of such party to timely consummate the transactions contemplated by the merger agreement; provided, that in the case of the foregoing clause (i), a material adverse effect will not be deemed to include effects to the extent resulting from the following (except, in certain instances, to the extent that the effect of such change disproportionately affects such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate, and provided further that the application of Spirit’s asset quality condition and regulatory capital condition is independent of the definition of material adverse effect and the satisfaction or lack of satisfaction of the requirements therein is not determinative of whether a material adverse effect has otherwise occurred):

Covenants and Agreements

Conduct of Business Prior to the Effective Time

Spirit has agreed that prior to the effective time or the termination of the merger agreement, unless the prior written consent of Simmons has been obtained (which consent will not be unreasonably withheld, delayed or conditioned), and except for certain exceptions, as required by law, and as otherwise expressly contemplated by the merger agreement, it will, and will cause each of its subsidiaries to, (1) operate its business only in the ordinary course and (2) use its reasonable best efforts to preserve intact its business (including its organization, assets, goodwill and insurance coverage), and maintain its rights, authorizations, franchises, advantageous business relationships with customers, vendors, strategic partners, suppliers and others doing business with it, and maintain the services of its officers and key employees. In addition, Spirit has each agreed that until the earlier of the effective time or the termination of the merger agreement, it will use its reasonable best efforts to provide Simmons with prior written notice of any actions it or any of its subsidiaries take with respect to the COVID-19 pandemic that differ from or are inconsistent with actions taken by it with respect to the COVID-19 pandemic prior to the date of the merger agreement.

Spirit has also agreed that, every two weeks after the date of the merger agreement, it will provide Simmons a report describing all of the following which has occurred in the prior two weeks:

In addition, as of November 2021, Spirit has agreed to provide Simmons with a monthly report and reasonable attestation concerning Spirit and Spirit Bank’s asset quality.

Additionally, Spirit has agreed that until the earlier of the effective time or the termination of the merger agreement, unless the prior written consent of Simmons has been obtained (which consent will not be unreasonably withheld, delayed or conditioned) and except for certain exceptions and as otherwise expressly contemplated in the merger agreement, Spirit will not, and will not do or agree or commit to do, or cause or permit any of its subsidiaries to do or agree or commit to do, any of the following:

Simmons has also agreed that until the earlier of the effective time or the termination of the merger agreement, unless the prior written consent of Spirit has been obtained (which consent Spirit may not unreasonably withhold, delay or condition) and except for certain exceptions and as otherwise expressly contemplated in the merger agreement, Simmons will not, and will not do or agree or commit to do, or permit any of its subsidiaries to do or agree or commit to do any of the following actions:

Regulatory Matters

Simmons and Spirit have agreed to file all reports required to be filed with regulatory authorities between the date of the merger agreement and the effective time, and to deliver to the other party copies of all such reports promptly after the same are filed. If financial statements are contained in any such reports filed with the SEC or the Federal Reserve, such financial statements will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and cash flows for the period then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material) or applicable regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes. Notwithstanding the above, neither Simmons nor Spirit will be obligated to disclose to the other any reports to the extent such reports contain confidential supervisory information or other information the disclosure of which would be prohibited by applicable law.

Simmons and Spirit have agreed to cooperate with each other and use their reasonable best efforts to prepare all documentation, to effect all applications, notices, petitions and filings, and to obtain all permits and consents of all regulatory authorities and third parties that are necessary or advisable to consummate the transactions contemplated by the merger agreement, including the merger, and to comply with the terms and conditions of all such permits and consents. Each of Simmons and Spirit have agreed to use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to the merger agreement or the transactions contemplated thereby by any regulatory authority or under any applicable law or order.

Notwithstanding the foregoing, in no event is Simmons or any of its subsidiaries required, and Spirit and its subsidiaries are not permitted (without Simmons’ prior written consent in its sole discretion), to take any action, or to commit to take any action, or to accept any restriction or condition, involving Simmons or its subsidiaries or Spirit or its subsidiaries, which is materially burdensome on Simmons’ or Simmons Bank’s business or on the business of Spirit or Spirit Bank, in each case following the closing or which would likely reduce the economic benefits of the transactions contemplated by the merger agreement to Simmons to such a degree that Simmons would not have entered into the merger agreement had such condition or restriction been known to it at the date of the merger agreement, which condition or restriction we refer to as a burdensome condition.

For a more complete discussion of the regulatory approvals required to complete the merger and the terms of the merger agreement related to regulatory approvals, please see the section entitled “The Merger—Regulatory Approvals Required for the Merger.”

Tax Matters

Simmons and Spirit have agreed to use their respective reasonable best efforts to cause the merger, and to take no action which would cause the merger not, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for federal income tax purposes.

Employee Matters

The merger agreement provides that for a period of one year following the effective time, employees of Spirit and its subsidiaries, while employed by Simmons, generally will be eligible to receive benefits that are on terms and conditions which are, in the aggregate, substantially comparable to those provided by Simmons entities to their similarly situated employees. Covered employees will generally receive credit for prior service with Spirit and its subsidiaries for purposes of determining eligibility to participate and vesting under Simmons benefit plans and for purposes of determining entitlement to paid time off under Simmons paid time off program, subject to certain specified exceptions.

Prior to the closing date, Spirit will (1) terminate any Spirit benefit plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(a) of the Code, which we refer to as a 401(a) plan, effective as of no later than the day before the closing date and (2) cooperate in good faith with Simmons prior to the closing date to amend, freeze, terminate or modify any other Spirit benefit plan to the extent and in the matter determined by Simmons to be effective upon the effective time (or at such different time mutually agreed to by the parties) and consistent with applicable law.

D&O Indemnification and Insurance

The merger agreement provides that, for six years after the effective time, Simmons will indemnify, defend and hold harmless each of the present and former directors or officers of Spirit and its subsidiaries against all liabilities incurred in connection with any actual or threatened litigation arising out of or pertaining to the fact that such person is or was a director or officers of the Spirit entities, or at a Spirit entity’s request, of another corporation, partnership, joint venture, trust or other enterprise and pertaining to matters, acts or omissions existing or occurring at or prior to the effective time to the fullest extent permitted under the Spirit charter and the Spirit bylaws in effect on the date of the merger agreement (or, in the case of Spirit’s bylaws, as in effect as of the closing date) (subject to applicable law), including provisions relating to the advancement of expenses incurred in the defense of any such litigation; provided, that the indemnified party to whom expenses are advanced provides a written undertaking to repay such advances if it is ultimately determined that such indemnified party is not entitled to indemnification.

The merger agreement also provides that the surviving corporation will use its reasonable best efforts to maintain in effect for a period of six years after the effective time Spirit’s existing directors’ and officers’ liability insurance policy or a comparable policy, with respect to claims arising from facts or events that occurred prior to the effective time, capped at 200% of the annual premium payments currently paid on Spirit’s current policy. In lieu of the insurance described in the preceding sentence, prior to the effective time, Simmons, or Spirit, in consultation with Simmons, may obtain a six-year “tail” prepaid policy providing coverage equivalent to such insurance.

Certain Additional Covenants

The merger agreement also contains additional covenants, including, but not limited to, covenants relating to the filing of this proxy statement/prospectus, obtaining required consents, potential shareholder litigation, the declaration of dividends, restructuring efforts, takeover laws, exemption from liability under Section 16(b), document archiving, assumption of Spirit’s subordinated notes, Spirit’s delivery to Simmons of its closing financial statements, the listing of the shares of Simmons common stock to be issued in the merger and public announcements with respect to the transactions contemplated by the merger agreement.

Agreement Not to Solicit Other Offers

Spirit has agreed that it and its subsidiaries will not, and will cause their representatives not to, directly or indirectly:

Spirit and its subsidiaries have agreed to, and to direct its representatives to, (1) immediately cease and cause to be terminated all existing activities, discussions or negotiations with any person conducted prior to the date of the merger agreement with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an acquisition proposal, (2) request the prompt return or destruction of all confidential information previously furnished to any person (other than Simmons, its subsidiaries and their respective representatives) that has made or indicated an intention to make an acquisition proposal, (3) except to the extent the board of directors of Spirit determines in good faith, after consultation with its outside legal counsel, that it would be inconsistent with the directors’ fiduciary duties under applicable law, not waive or amend any “standstill” provision or provisions of similar effect to which it is a beneficiary and to strictly enforce any such provisions.

Promptly (but in no event more than 48 hours) following receipt of any acquisition proposal or any request for nonpublic information or any inquiry that could reasonably could be expected to lead to any acquisition proposal, Spirit has agreed to advise Simmons in writing of the receipt of such acquisition proposal, request or inquiry, and the terms and conditions of such acquisition proposal, request or inquiry (including, in each case, the identity of the person making any such acquisition proposal, request or inquiry), and Spirit will as promptly as practicable provide to Simmons (1) a copy of such acquisition proposal, request or inquiry, if in writing, or (2) a written summary of the material terms of such acquisition proposal, request or inquiry, if oral. Spirit has agreed to provide Simmons, as promptly as practicable (but in no event more than 48 hours), with notice setting forth all such information as is necessary to keep Simmons informed on a reasonably current basis of all developments, discussions, negotiations and communications regarding (including amendments or proposed amendments to) such acquisition proposal, request, or inquiry.

If Spirit or any of its representatives receives an unsolicited, bona fide written acquisition proposal by any person at any time prior to the Spirit shareholder approval that did not result from or arise in connection with a breach of the merger agreement, Spirit and its representatives may, prior to (but not after) the Spirit shareholder meeting, take the following actions if the board of directors of Spirit (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with Spirit’s financial advisors and outside legal counsel), that such acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal and that the failure to take such actions would be inconsistent with its fiduciary duties under applicable law, and (ii) obtained from such person an executed confidentiality agreement containing terms at least as restrictive with respect to such person as the terms of the confidentiality agreement are in each provision with respect to Simmons (and such confidentiality agreement will not provide such person with any exclusive right to negotiate with Spirit): (a) furnish information to (but only if Spirit will have provided such information to Simmons prior to furnishing it to any such person), and (b) enter into discussions and negotiations with, such person and its representatives with respect to such unsolicited, bona fide written acquisition proposal.

For purposes of the merger agreement,

Spirit Special Meeting and Recommendation of the Spirit Board of Directors

Spirit has agreed to hold a meeting of its shareholders as promptly as reasonably practicable after the registration statement of which this proxy statement/prospectus is a part is declared effective by the SEC for the purpose of obtaining the Spirit shareholder approval. Spirit has agreed that its obligation to hold such meeting of its shareholders will not be affected by the commencement, proposal, disclosure or communication to Spirit of any acquisition proposal or change in recommendation, as described below.

The Spirit board of directors has agreed to unanimously recommend to the Spirit shareholders the approval of the merger proposal, to include such recommendation in this proxy statement/prospectus and to use its reasonable best efforts to obtain the Spirit shareholder approval. Spirit has agreed that neither the Spirit board of directors nor any committee thereof will (1) withhold, withdraw, qualify or modify such recommendation in any manner adverse to Simmons, (2) fail to make the such recommendation or otherwise submit the merger proposal to the Spirit shareholders without such recommendation, (3) adopt, approve, agree to, accept, recommend or endorse an acquisition proposal, (4) fail to publicly and without qualification (i) recommend against any acquisition proposal or (ii) reaffirm the recommendation of the merger proposal within ten business days (or such fewer number of days remaining prior to the Spirit special meeting) after an acquisition proposal is made public or any request by Simmons to do so, (5) take any action or make any public statement, filing or release inconsistent with such recommendation, or (6) publicly propose to do any of the foregoing, which, collectively and individually, we refer to as a change in recommendation.

However, at any time prior to the Spirit special meeting, the Spirit board of directors may submit the merger agreement without recommendation, if Spirit has received a superior proposal (as defined in “The Merger Agreement—Spirit Special Meeting and Recommendation of the Spirit Board of Directors”) (after giving effect to any revised offer from Simmons) and the Spirit board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that it would be inconsistent with the directors’ fiduciary duties under applicable law to make or continue to make the recommendation to approve the merger proposal; provided, that the Spirit board of directors may not take such actions unless:

Any material amendment to any acquisition proposal will require a new determination and notice period.

For purposes of the merger agreement, a “superior proposal” means an unsolicited bona fide written acquisition proposal with respect to which the Spirit board of directors determines in its good faith judgment (based on, among other things, the advice of outside legal counsel and a financial advisor) is reasonably likely to be consummated in accordance with its terms, and if consummated, would result in a transaction move favorable, from a financial point of view, to the Spirit shareholders than the merger and the other transactions contemplated by the merger agreement (as it may be proposed to be amended by Simmons), taking into account all relevant factors (including the acquisition proposal and the merger agreement (including any proposed changes to the merger agreement that may be proposed by Simmons in response to such acquisition proposal)); provided, that for purposes of the definition of superior proposal, the references to “20%” in the definition of acquisition transaction will be deemed to be references to “50%.”

Conditions to Consummation of the Merger

The respective obligations of each party to consummate the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

In addition, Simmons’ obligation to consummate the merger and the other transactions contemplated by the merger agreement is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

We cannot be certain of when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed in the second quarter of 2022 or at all. As of the date of this proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement

The merger agreement may be terminated and the merger abandoned at any time prior to the effective time (notwithstanding the approval of the merger agreement by Spirit shareholders) by mutual written agreement, or by either party in the following circumstances:

In addition, Simmons may terminate the merger agreement if:

Effect of Termination

If the merger agreement is terminated or abandoned, it will become void and have no further force or effect and there will be no liability on the part of either Simmons or Spirit for any matters addressed in the merger agreement or other claim relating to the merger agreement and the transactions contemplated thereby, except that (1) designated provisions of the merger agreement will survive the termination, including, but not limited to, those relating to payment of fees and expenses and the confidential treatment of information and (2) both Simmons and Spirit will remain liable for any liability resulting from fraud or breach of the merger agreement occurring prior to such termination or abandonment.

Termination Fee

Spirit will pay Simmons a $22,750,000 termination fee if:

If Spirit fails to pay any termination fee payable when due, then Spirit must pay to Simmons its costs and expenses (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of such fee at the prime rate of Citibank, N.A. from the date such payment was due under the merger agreement until the date of payment.

Expenses and Fees

Each of Simmons and Spirit will bear and pay all direct costs and expenses incurred by it or on its behalf in connection with the transactions contemplated by the merger agreement. The filing fees and the costs and expenses of printing this proxy statement/prospectus will be borne equally by Simmons and Spirit.

Amendments and Waivers

To the extent permitted by law, the merger agreement may be amended by a subsequent writing signed by each of the parties upon the approval of each of the parties, whether before or after the Spirit shareholder approval is obtained, provided that after obtaining such approval, no amendment may be made that requires further approval by Spirit shareholders.

Prior to or at the effective time, the parties, by action taken or authorized by their respective board of directors may, to the extent permitted by law, (1) extent the time for the performance of any of the obligations or other acts of the other parties, (2) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, and (3) waive compliance with any of the agreements or satisfaction of any conditions in the merger agreement; provided, that after the Spirit shareholder approval is obtained, there may not be, without further approval of such shareholders, any extension or waiver of the merger agreement or any portion thereof that requires further approval under applicable law.

Voting Agreements

Each of the members of the Spirit board of directors and Spirit’s named executive officers, in their capacities as individuals, have separately entered into a Spirit voting agreement, in which they have agreed to appear at the shareholders’ meeting or cause the covered shares as to which they control to be counted as present for purposes of calculating a quorum at such meeting and vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all covered shares as to which they control the right to vote, (1) in favor of the adoption and approval of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, (2) against any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Spirit under the merger agreement or by such person under the Spirit voting agreement, (3) against any acquisition proposal and (4) against any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for vote or written consent of the Spirit shareholders that is intended or would reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, disable, frustrate the purposes of or adversely affect the merger or the other transactions contemplated by the merger agreement or the Spirit voting agreement or the performance by Spirit of its obligations under the merger agreement or by the such person of his or her obligations under the Spirit voting agreement. In addition, the Spirit voting agreements provide that such shareholders will not sell or transfer any of their shares of Spirit common stock of which they are a beneficial owner, subject to certain exceptions, until the earlier of the receipt of the Spirit shareholder approval or the date on which the merger agreement is terminated in accordance with its terms.

Subject to certain exceptions, the Spirit voting agreements also provide that, for a one or two year restricted period following the closing date, directly or indirectly, either for him or herself or for any other person other than for Simmons or Simmons’ affiliates, such shareholders will not within 50 miles of any branch or other office of Spirit bank as of the date of the Spirit voting agreement participate in any business that engages in the business of acting as a commercial, community or retail banking business; provided, that if, as of the date of the Spirit voting agreement and at all times during such restricted period, such shareholder holds not more than a 5% direct or indirect equity interest in such person, then such shareholder may retain (but not increase) such ownership interest without being deemed to “participate” in the business conducted by such person. In addition, the Spirit voting agreements provide that, subject to certain exceptions, during the one or two year restricted period following the closing date, directly or indirectly, such shareholder will not (without Simmons’ prior written consent other than for the benefit of Simmons or Simmons’ affiliates) solicit, call upon, communicate with or attempt to communicate with any person that is or was a customer of Spirit or any of its affiliates during the one-year period preceding the closing date for the purpose of engaging in opportunities related to the business of acting as a commercial, community, or retail banking business.

The Spirit voting agreements remain in effect until the earlier to occur of the closing and the date of termination of the merger agreement in accordance with its terms; provided that, if the closing occurs, the non-competition provisions described immediately above survive until the first or second anniversary of the closing date, subject to certain exceptions.

As of the Spirit record date, shares constituting approximately 24.7% of the Spirit common stock entitled to vote at the Spirit special meeting are subject to Spirit voting agreements.

The foregoing description of the Spirit voting agreements is subject to, and qualified in its entirety by reference to, the Spirit voting agreements, a form of which is attached to this proxy statement/prospectus as Annex B and is incorporated by reference into this proxy statement/prospectus.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER

The following is a general discussion of the material U.S. federal income tax consequences relating to the merger to a U.S. holder (as defined below) that receives Simmons common stock pursuant to the merger. This section is the opinion of Covington, counsel to Simmons, and is subject to the assumptions and qualifications set forth below and in the opinion filed as Exhibits 8.1 to the registration statement of which this proxy statement/prospectus is part.

For purposes of this discussion, a “U.S. holder” means any beneficial owner of Spirit common stock that is, for U.S. federal income tax purposes, (1) an individual citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes, or (4) an estate, the income of which is subject to U.S. federal income tax regardless of its source.

This discussion applies only to a U.S. holder that holds its shares of Spirit common stock as a capital asset within the meaning of Section 1221 of the Code and exchanges those shares for the per share merger consideration in the merger. Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that might be relevant to a U.S. holder in light of its particular circumstances and does not apply to a U.S. holder subject to special treatment under the U.S. federal income tax laws (such as, for example, a dealer or broker in securities, commodities, or foreign currencies, a trader in securities that elects to apply a mark-to-market method of accounting, a bank or financial institution of certain other kinds, an insurance company, a regulated investment company or real estate investment trust, a tax-exempt organization, a holder subject to the alternative minimum tax provisions of the Code, an S corporation, a holder whose functional currency is not the U.S. dollar, a holder who holds shares of Spirit common stock as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment, a holder who exercises appraisal rights or dissenters’ rights, or a holder required to accelerate the recognition of any item of gross income for U.S. federal income tax purposes with respect to Spirit common stock as a result of such item being taken into account in an applicable financial statement). This discussion also does not address the tax consequences for a holder of Spirit stock options or Spirit warrants that receives cash in exchange for such Spirit stock options or Spirit warrants.

This discussion does not address any U.S. federal tax consequences other than U.S. federal income tax consequences (including any U.S. federal estate, gift, Medicare, or alternative minimum taxes), any U.S. state or local, or non-U.S. tax consequences.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds Spirit common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds Spirit common stock, and any partners in such partnership, are strongly urged to consult their tax advisors about the tax consequences of the merger transactions to them.

The opinion described below will not be binding on the IRS or any court. Simmons and Spirit have not sought and will not seek any ruling from the IRS regarding any matters relating to the mergers, and as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below. In addition, if any of the representations or assumptions upon which the opinion is based is inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected.

This discussion, and the tax opinions referred to below, is based upon the Code, the U.S. Treasury regulations promulgated thereunder, and judicial and administrative authorities, rulings, and decisions, all as in effect on the date of this proxy statement/prospectus. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation and on factors that are not within our control. You are strongly urged to consult with your tax advisor as to the specific tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any U.S. federal, U.S. state or local, or non-U.S. tax laws and of changes in those laws.

General

Simmons and Spirit intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the obligations of each of Simmons and Spirit to complete the merger that they receive a legal opinion from Covington, in a form reasonably satisfactory to Simmons and Spirit, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Neither Simmons nor Spirit currently intends to waive this condition to its obligation to consummate the merger. In the event that Simmons or Spirit waives this condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to Spirit shareholders have materially changed, Spirit will recirculate appropriate soliciting materials and seek new approval of the merger from the Spirit shareholders.

The opinion of Covington will be based on customary assumptions and representations from Simmons and Spirit, as well as certain covenants and undertakings by Simmons and Spirit. If any of the assumptions, representations, covenants, or undertakings is incorrect, incomplete, inaccurate, or is violated, the validity of the opinion described above may be affected and the U.S. federal income tax consequences of the merger could differ materially from those described in this proxy statement/prospectus.

An opinion of counsel represents counsel’s legal judgment but is not binding on the IRS or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in such opinion or that a court would not sustain such a challenge. Neither Simmons nor Spirit intends to obtain a ruling from the IRS with respect to the tax consequences of the merger. If the IRS were to successfully challenge the status of the merger as a “reorganization” within the meaning of Section 368(a) of the Code, the tax consequences would be different from those set forth in this proxy statement/prospectus.

The following discussion assumes that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

A U.S. holder of Spirit common stock that exchanges its shares of Spirit common stock for Simmons common stock in the merger, except with respect to cash received in lieu of fractional shares of Simmons common stock, generally will not recognize any gain or loss. Further, a U.S. holder will have the same aggregate tax basis and holding period in the Simmons common stock received in the merger (including any fractional shares of Simmons common stock deemed received and exchanged for cash as described below) equal to such U.S. holder’s aggregate tax basis and holding period in the Spirit common stock surrendered in exchange therefor.

A U.S. holder that acquired different blocks of Spirit common stock at different times or different prices should consult its tax advisor regarding the manner in which the basis and holding period should be allocated among the U.S. holder’s Spirit common stock in the U.S. holder’s particular circumstances.

Cash Instead of Fractional Shares

If a U.S. holder receives cash instead of a fractional share of Simmons common stock, such a U.S. holder will be treated as having received such fractional share of Simmons common stock pursuant to the merger and then as having received cash in exchange for such fractional share of Simmons common stock in a redemption transaction. As a result, such a U.S. holder generally will recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the U.S. holder’s basis in the fractional share of Simmons common stock as set forth above. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if, as of the effective time, the U.S. holder’s holding period for such fractional share (including the holding period of shares of Spirit common stock surrendered therefor) exceeds one year.

Information Reporting and Backup Withholding

A non-corporate U.S. holder of Spirit common stock may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24 percent) on any cash payments that it receives. Such a U.S. holder generally will not be subject to backup withholding, however, if it:

Any amounts withheld under the backup withholding rules are not an additional tax and will generally be allowed as a refund or credit against U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Certain Reporting Requirements

U.S. holders of Spirit common stock are required to retain permanent records and make such records available to any authorized IRS officers and employees. The records should include the number of shares of Spirit common stock exchanged, the number of shares of Simmons common stock received, the fair market value and tax basis of Spirit common stock exchanged and the U.S. holder’s tax basis in the Simmons common stock received.

If a U.S. holder receives Simmons common stock pursuant to the merger and is considered a “significant holder” with respect to Spirit, it will be required (1) to file a statement with its U.S. federal income tax return providing certain facts pertinent to the merger, including its tax basis in, and the fair market value of, the Spirit common stock that it surrendered in the merger, and (2) to retain permanent records of these facts relating to the merger. A U.S. holder of Spirit common stock is considered a “significant holder” if, immediately before the merger, such holder (a) owned at least 5% (by vote or value) of the outstanding stock of Spirit or (b) owned Spirit securities with a tax basis of $1.0 million or more.

This discussion of certain material U.S. federal income tax consequences is for general information purposes only and is not intended to be, and may not be construed as, tax advice. Holders of Spirit common stock are urged to consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign, or other taxing jurisdiction, or under any applicable tax treaty.

COMPARISON OF SHAREHOLDERS’ RIGHTS

If the merger is completed, Spirit shareholders will have a right to receive shares of Simmons common stock for their shares of Spirit common stock. Spirit is organized under the laws of Texas, and Simmons is organized under the laws of Arkansas. Simmons and Spirit believe that the following summary describes the material differences between (1) the rights of Spirit shareholders as of the date of this proxy statement/prospectus under the TBOC, the Spirit charter and the Spirit bylaws, and (2) the rights of holders of Simmons common stock as of the date of this proxy statement/prospectus under the Arkansas Business Corporation Act of 1987, which we refer to as the ABCA, and the Simmons charter and the Simmons bylaws.

The following summary is not a complete statement of the rights of shareholders of the two companies or a complete description of the specific provisions referred to below. This summary is qualified in its entirety by reference to the TBOC, the ABCA, and Spirit’s and Simmons’ governing documents, which we urge Spirit shareholders to read. Copies of Simmons’ governing documents have been filed with the SEC and copies of each company’s governing documents can be found at its respective principal office. To find out where copies of these documents can be obtained, please see the section entitled “Where You Can Find More Information.”