As filed with the Securities and Exchange Commission on September 11, 2017.

Registration No. 333-219438​

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

AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SIMMONS FIRST NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

501 Main Street
Pine Bluff, Arkansas 71601
(870) 541-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

George A. Makris, Jr.
Chairman and Chief Executive Officer
Simmons First National Corporation
501 Main Street
Pine Bluff, Arkansas 71601
(870) 541-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the mergers described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION — DATED SEPTEMBER 11, 2017

JOINT PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On October 18, 2017, we will hold a special meeting of the shareholders of Simmons First National Corporation, or Simmons, to consider and vote upon two separate proposals to merge with Southwest Bancorp, Inc., or OKSB, and First Texas BHC, Inc., or First Texas. Simmons will be the surviving corporation in the merger with OKSB, which we refer to as the OKSB merger, and in the merger with First Texas, which we refer to as the First Texas merger.

OKSB is headquartered in Stillwater, Oklahoma, and operates 29 full-service banking offices located in Texas, Oklahoma, Kansas and Colorado. In addition, OKSB has a loan production office in Denver, Colorado. OKSB has assets of approximately $2.5 billion. First Texas is headquartered in Fort Worth, Texas, operates 15 banking centers, a trust office and a limited service branch in north Texas, and a loan production office in Austin, Texas, and has assets of approximately $2.2 billion.

The completion of the mergers will constitute Simmons’ initial entry into the Texas, Oklahoma and Colorado banking markets, and will strengthen Simmons’ franchise in Kansas. In addition to providing traditional community banking services to its customers, the OKSB merger will strengthen Simmons’ product offerings in the healthcare and real estate industries, while the First Texas merger will strengthen Simmons’ specialty product offerings in the area of SBA lending and trust services.

Under the terms of the agreement and plan of merger, as amended, with OKSB, which we refer to as the OKSB merger agreement, each share of OKSB common stock (except for shares of OKSB common stock held by OKSB or Simmons and any dissenting shares) will be converted into the right to receive subject to possible adjustment and based on certain assumptions as described elsewhere in this joint proxy statement/prospectus, (1) 0.3903 shares of Simmons common stock, which we refer to as the OKSB stock consideration, and (2) $5.11 in cash, which we refer to as the OKSB cash consideration, and together with the OKSB stock consideration, the OKSB merger consideration. In the aggregate, Simmons expects to issue approximately 7,250,000 shares of common stock and pay approximately $95 million to OKSB shareholders upon completion of the OKSB merger.

Under the terms of the agreement and plan of merger, as amended, with First Texas, which we refer to as the First Texas merger agreement, each share of First Texas common stock (except for shares of First Texas common stock held by First Texas or Simmons and any dissenting shares) will be converted into the right to receive, subject to possible adjustment and based on certain assumptions as described elsewhere in this joint proxy statement/prospectus, (1) 0.8264 shares of Simmons common stock, which we refer to as the First Texas stock consideration, and (2) $6.93 in cash, which we refer to as the First Texas cash consideration, and together with the First Texas stock consideration, the First Texas merger consideration. In the aggregate, Simmons will issue 6,500,000 shares of common stock and pay $70 million to First Texas shareholders upon completion of the First Texas merger.

Based upon the closing sales price of Simmons common stock on December 13, 2016, the last trading day prior to the announcement of the OKSB merger, and September 8, 2017, the last practicable trading day before the date of this joint proxy statement/prospectus, the implied aggregate value of the OKSB merger consideration is approximately $564.3 million, or $30.38 per share of OKSB common stock, and $466.1 million, or $25.09 per share of OKSB common stock, respectively. Based upon the closing sales price of Simmons common stock on January 20, 2017, the last trading day prior to the announcement of the First Texas merger, and September 8, 2017, the last practicable trading day before the date of this joint proxy statement/prospectus and on certain assumptions as described elsewhere in this joint proxy statement/prospectus, the implied aggregate value of the First Texas merger consideration is approximately $462.0 million, or $56.17 per share of First Texas common stock, and $402.8 million, or $49.25 per share of First Texas common stock, respectively.

In addition, the OKSB board of directors and the First Texas board of directors may terminate their respective merger agreement if the average closing price of Simmons common stock is below the threshold specified in the applicable merger agreement and below a threshold relative to an index of banking stocks. If either the OKSB board of directors or the First Texas board of directors terminates their respective merger agreement, Simmons may prevent the applicable merger agreement from being terminated by electing to pay additional cash consideration for each share of OKSB common stock or First Texas common stock, as applicable. See “The Merger Agreements — Termination of the Merger Agreements.”

Simmons, OKSB and First Texas will each hold a special meeting of their respective shareholders in connection with the OKSB merger and the First Texas merger. At such special meetings, Simmons, OKSB and First Texas shareholders will be asked to vote to approve the OKSB merger agreement and the First Texas merger agreement, as applicable, and related matters as described in the attached joint proxy statement/prospectus. Approval of the OKSB merger agreement and the First Texas merger agreement by Simmons shareholders requires the affirmative vote of the holders of a majority of votes entitled to be cast.

If the OKSB merger and First Texas merger are both completed, existing Simmons shareholders would own approximately 70.0% of Simmons common stock immediately following completion of the mergers, while former OKSB shareholders would own approximately 15.8% and former First Texas shareholders would own approximately 14.2%. If the OKSB merger is completed, but the First Texas merger is not completed, existing Simmons and OKSB shareholders would own approximately 81.6% and 18.4%, respectively, of Simmons common stock upon completion of the OKSB merger. If the First Texas merger is completed, but the OKSB merger is not completed, existing Simmons and First Texas shareholders would own approximately 83.2% and 16.8%, respectively, of Simmons common stock upon completion of the First Texas merger.

Neither the closing of the OKSB merger nor the closing of the First Texas merger is conditioned upon closing of the other merger.

The board of directors of Simmons believes the mergers with OKSB and First Texas, together with the merger with Hardeman County Investment Company, Inc. that was completed on May 15, 2017, are transformative events for Simmons, allowing Simmons to further diversify its market area, strengthen its product offerings and achieve scale, thereby increasing shareholder value for Simmons by providing a broader array of products and services and lending capacity to meet the needs of its customers as they grow.

The special meeting of Simmons shareholders will be held on October 18, 2017, in the Ryburn Community Room of Simmons’ Pine Bluff, Arkansas, headquarters (501 Main St., Pine Bluff, Arkansas, 71601), at 11:00 a.m., local time.

Simmons’ board of directors unanimously recommends that Simmons shareholders vote “FOR” the approval of the OKSB merger agreement, “FOR” the approval of the First Texas merger agreement, “FOR” the increase in the number of directors serving on Simmons board of directors and, if necessary or appropriate, “FOR” the proposals to adjourn the Simmons special meeting for the purpose of soliciting additional proxies in favor of adoption of the OKSB merger agreement or the First Texas merger agreement.

This joint proxy statement/prospectus describes the special meeting of Simmons, the special meeting of OKSB, the special meeting of First Texas, the OKSB merger, the First Texas merger, the documents related to the mergers and other related matters. Please carefully read this entire joint proxy statement/prospectus, including “Risk Factors,” beginning on page 48, for a discussion of the risks relating to the proposed OKSB merger and the proposed First Texas merger. You also can obtain information about Simmons from documents that it has filed with the Securities and Exchange Commission.

George A. Makris, Jr.
Chairman and Chief Executive Officer
Simmons First National Corporation

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

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

The date of this joint proxy statement/prospectus is September 12, 2017, and it is first being mailed or otherwise delivered to the shareholders of Simmons, OKSB and First Texas on or about September 12, 2017.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On October 17, 2017, we will hold a special meeting of the shareholders of Southwest Bancorp, Inc., or OKSB, to vote on a proposal to merge with Simmons First National Corporation, or Simmons. On December 14, 2016, Simmons and OKSB entered into an agreement and plan of merger, as amended, which we refer to as the OKSB merger agreement, that provides for the merger of OKSB with and into Simmons, with Simmons as the surviving corporation, which we refer to as the OKSB merger.

In the OKSB merger, each share of OKSB common stock (except for shares of OKSB common stock held by OKSB or Simmons and any dissenting shares) will be converted into the right to receive, subject to possible adjustment, (1) 0.3903 shares of Simmons common stock, which we refer to as the OKSB stock consideration, and (2) $5.11 in cash, which we refer to as the OKSB cash consideration, and together with the OKSB stock consideration, the OKSB merger consideration. In the aggregate, Simmons expects to issue approximately 7,250,000 shares of common stock and pay approximately $95 million to OKSB shareholders upon completion of the OKSB merger. Although the number of shares of Simmons common stock that OKSB shareholders will receive is fixed, the market value of the OKSB merger consideration will fluctuate with the market price of Simmons common stock and will not be known at the time OKSB shareholders vote on the OKSB merger. Based on the closing sales price of Simmons common stock on December 13, 2016, the last trading day prior to the announcement of the OKSB merger, and September 8, 2017, the last practicable trading day before the date of this joint proxy statement/prospectus, the implied aggregate value of the OKSB merger consideration is approximately $564.3 million, or $30.38 per share of OKSB common stock, and $466.1 million, or $25.09 per share of OKSB common stock, respectively. We urge you to obtain current market quotations for Simmons common stock, which is traded on the Nasdaq Global Select Market under the symbol “SFNC.”

In addition to the merger with OKSB, Simmons and First Texas BHC, Inc., or First Texas, have also entered into an agreement and plan of merger, as amended, which we refer to as the First Texas merger agreement, that provides for the combination of First Texas with Simmons, with Simmons as the surviving corporation, which we refer to as the First Texas merger. First Texas is headquartered in Fort Worth, Texas, operates 15 banking centers and three loan production offices in north Texas, and has assets of approximately $2.2 billion. The shareholders of First Texas will receive, subject to possible adjustment and based on certain assumptions as described elsewhere in this joint proxy statement/prospectus, (1) 0.8264 shares of Simmons common stock for each of their shares of First Texas common stock, which we refer to as the First Texas stock consideration, and (2) $6.93 in cash, which we refer to as the First Texas cash consideration, and together with the First Texas stock consideration, the First Texas merger consideration. In the aggregate, Simmons will issue 6,500,000 shares of common stock and pay $70 million to First Texas shareholders upon completion of the First Texas merger.

In addition, the OKSB board of directors and the First Texas board of directors may terminate their respective merger agreement if the average closing price of Simmons common stock is below the threshold specified in the applicable merger agreement and below a threshold relative to an index of banking stocks. If either the OKSB board of directors or the First Texas board of directors terminates their respective merger agreement, Simmons may prevent the applicable merger agreement from being terminated by electing to pay additional cash consideration for each share of OKSB common stock or First Texas common stock, as applicable. See “The Merger Agreements — Termination of the Merger Agreements.”

While the shareholders of Simmons and First Texas will need to approve the First Texas merger for it to be consummated, the shareholders of OKSB will not. Information included in this joint proxy statement/​prospectus with respect to First Texas and the First Texas merger is provided as information for OKSB shareholders to consider when voting upon the OKSB merger and for ease of reference for Simmons shareholders as they are required to consider and vote upon both the OKSB merger and the First Texas merger.

If the OKSB merger and First Texas merger are both completed, existing Simmons shareholders would own approximately 70.0% of Simmons common stock immediately following completion of the mergers, while former OKSB shareholders would own approximately 15.8% and former First Texas shareholders would own approximately 14.2%. If the OKSB merger is completed, but the First Texas merger is not completed, existing Simmons and OKSB shareholders would own approximately 81.6% and 18.4%, respectively, of Simmons common stock upon completion of the OKSB merger.

Neither the closing of the OKSB merger nor the closing of the First Texas merger is conditioned upon closing of the other merger.

Simmons and OKSB will each hold a special meeting of their respective shareholders in connection with the OKSB merger. At such special meetings, Simmons and OKSB shareholders will be asked to vote to approve the OKSB merger agreement and related matters as described in the attached joint proxy statement/prospectus. Approval of the OKSB merger agreement by Simmons shareholders requires the affirmative vote of the holders of a majority of votes entitled to be cast, and approval of the OKSB merger agreement by OKSB shareholders requires the affirmative vote of the holders of a majority of the votes entitled to be cast.

At the Simmons special meeting, the Simmons shareholders also will be asked to vote to approve the First Texas merger agreement and related matters as described in the attached joint proxy statement/​prospectus. First Texas will also hold a special meeting of its shareholders in connection with the First Texas merger. At such special meeting, First Texas shareholders will be asked to vote to approve the First Texas merger agreement and related matters as described in the attached joint proxy statement/prospectus.

The special meeting of OKSB shareholders will be held on October 17, 2017, at 6301 Waterford Blvd., Suite 400, Oklahoma City, Oklahoma 73118, at 10:00 a.m., local time. The special meeting of Simmons shareholders will be held on October 18, 2017, in the Ryburn Community Room of Simmons’ Pine Bluff, Arkansas, headquarters (501 Main St., Pine Bluff, Arkansas, 71601), at 11:00 a.m., local time.

OKSB’s board of directors unanimously recommends that OKSB shareholders vote “FOR” the approval of the OKSB merger agreement, “FOR” the approval, on a non-binding advisory basis, of compensation that may be paid or become payable to OKSB’s named executive officers in connection with the completion of the OKSB merger and, if necessary or appropriate, “FOR” the proposal to adjourn the OKSB special meeting for the purpose of soliciting additional proxies in favor of adoption of the OKSB merger agreement.

This joint proxy statement/prospectus describes the special meeting of Simmons, the special meeting of OKSB, the special meeting of First Texas, the OKSB merger, the First Texas merger, the documents related to the mergers and other related matters. Please carefully read this entire joint proxy statement/prospectus, including “Risk Factors,” beginning on page 48, for a discussion of the risks relating to the proposed OKSB merger. You also can obtain information about Simmons from documents that it has filed with the Securities and Exchange Commission.

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

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

The date of this joint proxy statement/prospectus is September 12, 2017, and it is first being mailed or otherwise delivered to the shareholders of Simmons, OKSB and First Texas on or about September 12, 2017.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On October 17, 2017, we will hold a special meeting of the shareholders of First Texas BHC, Inc., or First Texas, to vote on a proposal to merge with Simmons First National Corporation, or Simmons. On January 23, 2017, Simmons and First Texas entered into an agreement and plan of merger, as amended, which we refer to as the First Texas merger agreement, that provides for the merger of First Texas with and into Simmons, with Simmons as the surviving corporation, which we refer to as the First Texas merger.

In the First Texas merger, each share of First Texas common stock (except for shares of First Texas common stock held by First Texas or Simmons and any dissenting shares) will be converted into the right to receive, subject to possible adjustment and based on certain assumptions as described elsewhere in this joint proxy statement/prospectus, (1) 0.8264 shares of Simmons common stock, which we refer to as the First Texas stock consideration, and (2) $6.93 in cash, which we refer to as the First Texas cash consideration, and together with the First Texas stock consideration, the First Texas merger consideration. In the aggregate, Simmons will issue 6,500,000 shares of common stock and pay $70 million to First Texas shareholders upon completion of the First Texas merger. Although the number of shares of Simmons common stock that First Texas shareholders will receive is generally fixed, the market value of the First Texas merger consideration will fluctuate with the market price of Simmons common stock and changes in the number of shares of First Texas common stock and shares of First Texas common stock subject to certain equity awards outstanding immediately prior to the effective time of the First Texas merger and will not be known at the time First Texas shareholders vote on the First Texas merger. Based on the closing sales price of Simmons common stock on January 20, 2017, the last trading day prior to the announcement of the First Texas merger and on certain assumptions as described elsewhere in this joint proxy statement/​prospectus, and September 8, 2017, the last practicable trading day before the date of this joint proxy statement/prospectus, the implied aggregate value of the First Texas merger is approximately $462.0 million, or $56.17 per share of First Texas common stock, and $402.8 million, or $49.25 per share of First Texas common stock, respectively. We urge you to obtain current market quotations for Simmons common stock, which is traded on the Nasdaq Global Select Market under the symbol “SFNC.”

In addition to the merger with First Texas, Simmons and Southwest Bancorp, Inc., or OKSB, have also entered into an agreement and plan of merger, as amended, which we refer to as the OKSB merger agreement, that provides for the combination of OKSB with Simmons, with Simmons as the surviving corporation, which we refer to as the OKSB merger. OKSB is headquartered in Stillwater, Oklahoma, and operates 29 full-service banking offices in Texas, Oklahoma, Kansas and Colorado. In addition, OKSB has a loan production office in Denver, Colorado. OKSB has assets of approximately $2.5 billion. Each share of OKSB common stock will be converted into the right to receive (1) 0.3903 shares of Simmons common stock, subject to possible adjustment, which we refer to as the OKSB stock consideration, and (2) $5.11 in cash, subject to possible adjustment, which we refer to as the OKSB cash consideration, and together with the OKSB stock consideration, the OKSB merger consideration. In the aggregate, Simmons expects to issue approximately 7,250,000 shares of common stock and pay approximately $95 million to OKSB shareholders upon completion of the OKSB merger.

In addition, the OKSB board of directors and the First Texas board of directors may terminate their respective merger agreement if the average closing price of Simmons common stock is below the threshold specified in the applicable merger agreement and below a threshold relative to an index of banking stocks. If either the OKSB board of directors or the First Texas board of directors terminates their respective merger

agreement, Simmons may prevent the applicable merger agreement from being terminated by electing to pay additional cash consideration for each share of OKSB common stock or First Texas common stock, as applicable. See “The Merger Agreements — Termination of the Merger Agreements.”

While the shareholders of Simmons and OKSB will need to approve the OKSB merger for it to be consummated, the shareholders of First Texas will not. Information included in this joint proxy statement/​prospectus with respect to OKSB and the OKSB merger is provided as information for First Texas shareholders to consider when voting upon the First Texas merger and for ease of reference for Simmons shareholders as they are required to consider and vote upon both the First Texas merger and the OKSB merger.

If the First Texas merger and OKSB merger are both completed, existing Simmons shareholders would own approximately 70.0% of Simmons common stock immediately following completion of the mergers, while former First Texas shareholders would own approximately 14.2% and former OKSB shareholders would own approximately 15.8%. If the First Texas merger is completed, but the OKSB merger is not completed, existing Simmons and First Texas shareholders would own approximately 83.2% and 18.4%, respectively, of Simmons common stock upon completion of the First Texas merger.

Neither the closing of the First Texas merger nor the closing of the OKSB merger is conditioned upon closing of the other merger.

Simmons and First Texas will each hold a special meeting of their respective shareholders in connection with the First Texas merger. At such special meetings, Simmons and First Texas shareholders will be asked to vote to approve the First Texas merger agreement and related matters as described in the attached joint proxy statement/prospectus. Approval of the First Texas merger agreement by Simmons shareholders requires the affirmative vote of the holders of a majority of votes entitled to be cast, and approval of the First Texas merger agreement by First Texas shareholders requires the affirmative vote of the holders of two-thirds of the outstanding shares of First Texas common stock entitled to vote at such meeting.

At the Simmons special meeting, the Simmons shareholders also will be asked to vote to approve the OKSB merger agreement and related matters as described in the attached joint proxy statement/prospectus. OKSB will also hold a special meeting of its shareholders in connection with the OKSB merger. At such special meeting, OKSB shareholders will be asked to vote to approve the OKSB merger agreement and related matters as described in the attached joint proxy statement/prospectus.

The special meeting of First Texas shareholders will be held on October 17, 2017, at Shady Oaks Country Club located at 320 Roaring Springs Road, Fort Worth, Texas 76114, at 4:00 p.m., local time. The special meeting of Simmons shareholders will be held on October 18, 2017, in the Ryburn Community Room of Simmons’ Pine Bluff, Arkansas, headquarters (501 Main St., Pine Bluff, Arkansas, 71601), at 11:00 a.m., local time.

First Texas’ board of directors unanimously recommends that First Texas shareholders vote “FOR” the approval of the First Texas merger agreement and, if necessary or appropriate, “FOR” the proposal to adjourn the First Texas special meeting for the purpose of soliciting additional proxies in favor of adoption of the First Texas merger agreement.

This joint proxy statement/prospectus describes the special meeting of Simmons, the special meeting of First Texas, the special meeting of OKSB, the First Texas merger, the OKSB merger, the documents related to the mergers and other related matters. Please carefully read this entire joint proxy statement/prospectus, including “Risk Factors,” beginning on page 48, for a discussion of the risks relating to the proposed First Texas merger. You also can obtain information about Simmons from documents that it has filed with the Securities and Exchange Commission.

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

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

The date of this joint proxy statement/prospectus is September 12, 2017, and it is first being mailed or otherwise delivered to the shareholders of Simmons, First Texas and OKSB on or about September 12, 2017.

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Simmons and OKSB from documents filed with the U.S. Securities and Exchange Commission, or the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Simmons or OKSB at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents concerning Simmons, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting Simmons at the following address:

Simmons First National Corporation

501 Main Street
P.O. Box 7009
Pine Bluff, Arkansas 71601
Attention: Patrick A. Burrow
Telephone: (870) 541-1000

You may also request copies of these documents concerning OKSB, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting OKSB at the following address:

Southwest Bancorp, Inc.

6301 Waterford Blvd., Suite 400,
Oklahoma City, Oklahoma 73118,
Attention: Rusty LaForge
Telephone: (405) 427-4052

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your special meeting. This means that Simmons shareholders requesting documents must do so by October 11, 2017 in order to receive them before the Simmons special meeting, OKSB shareholders requesting documents must do so by October 10, 2017 in order to receive them before the OKSB special meeting, and First Texas shareholders requesting documents must do so by October 10, 2017 in order to receive them before the First Texas special meeting.

You should rely only on the information contained in, or incorporated by reference into, this document. 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 September 12, 2017, 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 Simmons shareholders, OKSB shareholders, or First Texas shareholders nor the issuance by Simmons of shares of Simmons common stock in connection with the mergers will create any implication to the contrary. See “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 it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Simmons has been provided by Simmons, information contained in this document regarding OKSB has been provided by OKSB, and information contained in this document regarding First Texas has been provided by First Texas.

NOTICE OF SPECIAL MEETING OF
SIMMONS FIRST NATIONAL CORPORATION SHAREHOLDERS
TO BE HELD ON OCTOBER 18, 2017

To the Shareholders of Simmons First National Corporation:

Simmons First National Corporation, or Simmons, will hold a special meeting of shareholders at 11:00 a.m., local time, on October 18, 2017, in the Ryburn Community Room of Simmons’ Pine Bluff, Arkansas, headquarters (501 Main St., Pine Bluff, Arkansas, 71601), to consider and vote upon the following matters:

•

a proposal to approve the Agreement and Plan of Merger, dated as of December 14, 2016, as amended on July 19, 2017, by and between Simmons and Southwest Bancorp, Inc., or OKSB, pursuant to which OKSB will merge with and into Simmons, as more fully described in the attached joint proxy statement/prospectus, which we refer to as the OKSB merger proposal;

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a proposal to approve the Agreement and Plan of Merger, dated as of January 23, 2017, as amended on July 19, 2017, by and between Simmons and First Texas BHC, Inc., or First Texas, pursuant to which First Texas will merge with and into Simmons, as more fully described in the attached joint proxy statement/​prospectus, which we refer to as the First Texas merger proposal;

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•

a proposal to approve an increase in the size of the Simmons board of directors from 13 to 15 members, which we refer to as the Simmons director proposal;

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a proposal to adjourn the Simmons special meeting, if necessary or appropriate, to solicit additional proxies in favor of the OKSB merger proposal, which we refer to as the Simmons/OKSB adjournment proposal; and

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•

a proposal to adjourn the Simmons special meeting, if necessary or appropriate, to solicit additional proxies in favor of the First Texas merger proposal, which we refer to as the Simmons/First Texas adjournment proposal.

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We have fixed the close of business on September 8, 2017 as the record date for the Simmons special meeting. Only Simmons shareholders of record at that time are entitled to notice of, and to vote at, the Simmons special meeting, or any adjournment or postponement of the Simmons special meeting. Approval of each of the OKSB merger proposal and the First Texas merger proposal requires the affirmative vote of holders of a majority of the votes entitled to be cast on each proposal. Approval of each of the Simmons director proposal, the Simmons/OKSB adjournment proposal and the Simmons/First Texas adjournment proposal requires the affirmative vote of holders of a majority of shares cast on each proposal.

Simmons’ board of directors has unanimously adopted the OKSB merger agreement and the First Texas merger agreement, has determined that the agreements and the transactions contemplated thereby, including the mergers, are in the best interests of Simmons and its shareholders, and unanimously recommends that Simmons shareholders vote “FOR” the OKSB merger proposal, “FOR” the First Texas merger proposal, “FOR” the Simmons director proposal and “FOR” the Simmons/OKSB adjournment proposal, if necessary or appropriate, and “FOR” the Simmons/First Texas adjournment proposal, if necessary or appropriate.

Your vote is very important. We cannot complete the OKSB merger and the First Texas merger unless Simmons’ shareholders approve the OKSB merger proposal and the First Texas merger proposal, respectively.

Regardless of whether you plan to attend the Simmons special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of Simmons, please vote as promptly as possible by (1) accessing the internet site listed on your proxy card, (2) calling the toll-free number listed on your proxy card, or (3) completing, signing, dating and returning your proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

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

The enclosed joint proxy statement/prospectus provides a detailed description of the special meetings, the mergers, the documents related to the mergers and other related matters. We urge you to read the joint proxy statement/​prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of Simmons common stock, please contact Patrick A. Burrow, Corporate Secretary, at 501 Main Street, P.O. Box 7009, Pine Bluff, Arkansas 71611, or at (870) 541-1000.

BY ORDER OF THE BOARD OF DIRECTORS,

George A. Makris, Jr.
Chairman and Chief Executive Officer

NOTICE OF SPECIAL MEETING OF
SOUTHWEST BANCORP, INC. SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 2017

To the Shareholders of Southwest Bancorp, Inc.:

Southwest Bancorp, Inc., or OKSB, will hold a special meeting of shareholders at 10:00 a.m., local time, on October 17, 2017, at 6301 Waterford Blvd., Suite 400, Oklahoma City, Oklahoma 73118, to consider and vote upon the following matters:

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a proposal to approve the Agreement and Plan of Merger, dated as of December 14, 2016, as amended on July 19, 2017, by and between Simmons First National Corporation, or Simmons, and OKSB, pursuant to which OKSB will merge with and into Simmons, as more fully described in the attached joint proxy statement/prospectus, which we refer to as the OKSB merger proposal;

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•

a proposal to approve, on a non-binding advisory basis, compensation that may be paid or become payable to OKSB’s named executive officers in connection with the completion of the OKSB merger, which we refer to as the OKSB compensation proposal; and

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•

a proposal to adjourn the OKSB special meeting, if necessary or appropriate, to solicit additional proxies in favor of the OKSB merger proposal, which we refer to as the OKSB adjournment proposal.

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We have fixed the close of business on September 8, 2017, as the record date for the OKSB special meeting. Only OKSB shareholders of record at that time are entitled to notice of, and to vote at, the OKSB special meeting, or any adjournment or postponement of the OKSB special meeting. Approval of the OKSB merger proposal requires the affirmative vote of holders of a majority of the votes entitled to be cast on the proposal. Approval of the OKSB compensation proposal and the OKSB adjournment proposal requires the affirmative vote of holders of a majority of shares present or represented and entitled to vote at the OKSB special meeting.

OKSB’s board of directors has unanimously adopted the OKSB merger agreement, has determined that the OKSB merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of OKSB and its shareholders, and unanimously recommends that OKSB shareholders vote “FOR” the OKSB merger proposal, “FOR” the OKSB compensation proposal and “FOR” the OKSB adjournment proposal, if necessary or appropriate.

Your vote is very important. We cannot complete the OKSB merger unless OKSB’s shareholders approve the OKSB merger proposal.

Regardless of whether you plan to attend the OKSB special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of OKSB, please vote as promptly as possible by (1) accessing the internet site listed on your proxy card, (2) calling the toll-free number listed on your proxy card, or (3) completing, signing, dating and returning your proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

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

The enclosed joint proxy statement/prospectus provides a detailed description of the special meetings, the mergers, the documents related to the mergers and other related matters. We urge you to read the joint proxy statement/​prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of OKSB common stock, please contact Rusty LaForge, Corporate Secretary, at 6301 Waterford Blvd., Suite 400, Oklahoma City, Oklahoma 73118, or at (405) 427-4052.

BY ORDER OF THE BOARD OF DIRECTORS,

Russell W. Teubner
Chairman of the Board

NOTICE OF SPECIAL MEETING OF
FIRST TEXAS BHC, INC. SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 2017

To the Shareholders of First Texas BHC, Inc.:

First Texas BHC, Inc., or First Texas, will hold a special meeting of shareholders at 4:00 p.m., local time, on October 17, 2017, at Shady Oaks Country Club located at 320 Roaring Springs Road, Fort Worth, Texas 76114, to consider and vote upon the following matters:

•

a proposal to approve the Agreement and Plan of Merger, dated as of January 23, 2017, as amended on July 19, 2017, by and between Simmons First National Corporation and First Texas, pursuant to which First Texas will merge with and into Simmons, as more fully described in the attached joint proxy statement/​prospectus, which we refer to as the First Texas merger proposal; and

​

•

a proposal to adjourn the First Texas special meeting, if necessary or appropriate, to solicit additional proxies in favor of the First Texas merger proposal, which we refer to as the First Texas adjournment proposal.

​

We have fixed the close of business on September 8, 2017 as the record date for the First Texas special meeting. Only First Texas shareholders of record at that time are entitled to notice of, and to vote at, the First Texas special meeting, or any adjournment or postponement of the First Texas special meeting. Approval of the First Texas merger proposal requires the affirmative vote of holders of at least two-thirds of the outstanding shares of First Texas common stock entitled to vote at the First Texas special meeting. Approval of the First Texas adjournment proposal requires the affirmative vote of holders of a majority of shares of common stock represented at the First Texas special meeting.

First Texas’ board of directors has adopted the First Texas merger agreement, has determined that the First Texas merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of First Texas and its shareholders, and unanimously recommends that First Texas shareholders vote “FOR” the First Texas merger proposal and “FOR” the First Texas adjournment proposal, if necessary or appropriate.

Your vote is very important. We cannot complete the First Texas merger unless First Texas’ shareholders approve the First Texas merger proposal.

Regardless of whether you plan to attend the First Texas special meeting, please vote as soon as possible by completing, signing, dating and returning your proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

Under Texas law, First Texas 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 First Texas shareholders entitled to dissenters’ rights?”

The enclosed joint proxy statement/prospectus provides a detailed description of the special meetings, the mergers, the documents related to the mergers and other related matters. We urge you to read the joint proxy statement/​prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of First Texas common stock, please contact Lisanne Davidson, Corporate Secretary, at 2200 West 7th Street, Suite 104, Fort Worth, Texas 76107 (overnight delivery), or P.O. Box 962020, Fort Worth, Texas 76162-2020 (regular mail) or at (817) 292-4820.

BY ORDER OF THE BOARD OF DIRECTORS,

Vernon Bryant
Chairman and Chief Executive Officer

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are some questions that you may have about the OKSB merger or the First Texas merger, which we collectively refer to as the mergers, and the Simmons, OKSB or First Texas special meetings, and brief answers to those questions. We urge you to read carefully the remainder of this joint 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 mergers and the Simmons, OKSB or First Texas special meetings. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Unless the context otherwise requires, references in this joint proxy statement/prospectus to “Simmons” refer to Simmons First National Corporation, an Arkansas corporation, and its subsidiaries, references to “OKSB” refer to Southwest Bancorp, Inc., an Oklahoma corporation, and its subsidiaries, and references to “First Texas” refer to First Texas BHC, Inc., a Texas corporation, and its subsidiaries.

It is important to note that the amount of First Texas merger consideration may increase or decrease due to changes in the price of Simmons common stock or the number of  (i) shares of First Texas common stock outstanding, (ii) shares of First Texas common stock subject to First Texas options, and (iii) shares of First Texas common stock subject to stock appreciation rights granted by First Texas under a First Texas stock plan, outstanding after the date hereof. The price of Simmons common stock or the number of  (i) shares of First Texas common stock outstanding, (ii) shares of First Texas common stock subject to First Texas options, and (iii) shares of First Texas common stock subject to stock appreciation rights granted by First Texas under a First Texas stock plan, for purposes of calculating the First Texas merger consideration will not be known until immediately prior to the effective time of the First Texas merger. As a result, the First Texas merger consideration shown throughout this joint proxy statement/prospectus is for illustrative purposes only based on the assumptions described herein.

Q:

What are the mergers?

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A:

Simmons and OKSB have entered into an Agreement and Plan of Merger, dated as of December 14, 2016, as amended on July 19, 2017, which we refer to as the OKSB merger agreement, and Simmons and First Texas have entered into an Agreement and Plan of Merger, dated as of January 23, 2017, as amended on July 19, 2017, which we refer to as the First Texas merger agreement, and collectively we refer to the OKSB merger agreement and the First Texas merger agreement as the merger agreements. Under the OKSB merger agreement, OKSB will be merged with and into Simmons, with Simmons continuing as the surviving corporation, and under the First Texas merger agreement, First Texas will be merged with and into Simmons, with Simmons continuing as the surviving corporation. Copies of the OKSB merger agreement and the First Texas merger agreement are included in this joint proxy statement/prospectus as Annex A and Annex B, respectively.

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The mergers cannot be completed unless, among other things, the Simmons shareholders, OKSB shareholders and First Texas shareholders approve their respective proposals to approve the merger agreements.

Q:

Is the consummation of one merger conditioned on the consummation of the other merger?

​

A:

No. The OKSB merger may be consummated regardless of whether the First Texas merger is consummated and the First Texas merger may be consummated regardless of whether the OKSB merger is consummated.

​

Q:

Why am I receiving this joint proxy statement/prospectus?

​

A:

We are delivering this document to you because it is a joint proxy statement being used by the Simmons, OKSB and First Texas boards of directors to solicit proxies of their respective shareholders in connection with approval of the mergers and related matters.

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In order to approve the mergers and related matters, Simmons, OKSB and First Texas have each called a special meeting of their shareholders, which we refer to as the Simmons special meeting, the OKSB special meeting and the First Texas special meeting, respectively. This document serves as a proxy statement for the Simmons special meeting, the OKSB special meeting and the First Texas special meeting and describes the proposals to be presented at the meetings.

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This document is also a prospectus that is being delivered to OKSB shareholders and First Texas shareholders because Simmons is offering shares of its common stock to OKSB shareholders and First Texas shareholders as partial consideration for the OKSB merger and First Texas merger, respectively.

This joint proxy statement/prospectus contains important information about the mergers and the other proposals being voted on at the meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

Q:

In addition to the OKSB merger proposal and First Texas merger proposal, what else are Simmons shareholders being asked to vote on?

​

A:

In addition to the two merger proposals, Simmons is soliciting proxies from its shareholders with respect to (1) a proposal to increase the size of the Simmons board of directors, (2) a proposal to adjourn the Simmons special meeting, if necessary or appropriate, to solicit additional proxies in favor of the OKSB merger proposal, which we refer to as the Simmons/OKSB adjournment proposal, and (3) a proposal to adjourn the Simmons special meeting, if necessary or appropriate, to solicit additional proxies in favor of the First Texas merger proposal, which we refer to as the Simmons/First Texas adjournment proposal.

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Completion of the OKSB merger and the First Texas merger are not conditioned upon approval of any of the Simmons director proposal, Simmons/OKSB adjournment proposal or the Simmons/First Texas adjournment proposal. Simmons expects that the Simmons/OKSB adjournment proposal and the Simmons/First Texas adjournment proposal will not be brought before the Simmons special meeting if there are sufficient votes to approve the OKSB merger proposal and the First Texas merger proposal, respectively.

Q:

In addition to the OKSB merger proposal, what else are OKSB shareholders being asked to vote on?

​

A:

In addition to the OKSB merger proposal, OKSB is soliciting proxies from its shareholders with respect to (i) a proposal to approve, on a non-binding advisory basis, compensation that may be paid or become payable to OKSB’s named executive officers in connection with the completion of the OKSB merger and (ii) a proposal to adjourn the OKSB special meeting, if necessary or appropriate, to solicit additional proxies in favor of the OKSB merger proposal, which we refer to as the OKSB adjournment proposal.

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Completion of the OKSB merger is not conditioned upon approval of the OKSB compensation proposal or the OKSB adjournment proposal. OKSB expects that the OKSB adjournment proposal will not be brought before the OKSB special meeting if there are sufficient votes to approve the OKSB merger proposal.

Q:

In addition to the First Texas merger proposal, what else are First Texas shareholders being asked to vote on?

​

A:

In addition to the First Texas merger proposal, First Texas is soliciting proxies from its shareholders with respect to a proposal to adjourn the First Texas special meeting, if necessary or appropriate, to solicit additional proxies in favor of the First Texas merger proposal, which we refer to as the First Texas adjournment proposal.

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Completion of the First Texas merger is not conditioned upon approval of the First Texas adjournment proposal. First Texas expects that the First Texas adjournment proposal will not be brought before the First Texas special meeting if there are sufficient votes to approve the First Texas merger proposal.

Q:

What will OKSB shareholders receive in the merger?

​

A:

If the OKSB merger is completed, each share of OKSB common stock will be converted into the right to receive, subject to possible adjustment, (1) 0.3903 shares of Simmons common stock, which we refer to as the OKSB stock consideration, and (2) $5.11 in cash, which we refer to as the OKSB cash

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consideration, and together with the OKSB stock consideration, the OKSB merger consideration, for each share of OKSB common stock held immediately prior to the OKSB merger. Simmons will not issue any fractional shares of Simmons common stock in the OKSB merger. OKSB shareholders who would otherwise be entitled to a fractional share of Simmons common stock upon the completion of the OKSB merger will instead receive an amount in cash equal to the product of the average closing price of Simmons common stock as reported on the Nasdaq Global Select Market for the 20 consecutive trading days ending on the 10th day before the date on which the OKSB merger is completed, times the fraction of a share of Simmons common stock to which the OKSB shareholder otherwise would be entitled.

If the number of shares of OKSB common stock outstanding (including shares of OKSB restricted stock) increases or decreases prior to the effective time of the OKSB merger, then the OKSB merger consideration will be equitably and proportionately adjusted, if necessary and without duplication, to fully effect such change. We refer to the number of shares of Simmons common stock to be issued for each share of OKSB common stock, as adjusted, as the OKSB exchange ratio. In addition, if the OKSB board of directors exercises its right to terminate the OKSB merger agreement due to the decrease in the average closing price of Simmons common stock below $39.66 and relative to an index of banking stocks, Simmons may prevent the OKSB merger agreement from being terminated by electing to pay additional cash consideration for each share of OKSB common stock and no termination will occur. See “The Merger Agreements — Termination of the Merger Agreements.”

Q:

What will First Texas shareholders receive in the merger?

​

A:

If the First Texas merger is completed, each share of First Texas common stock will be converted into the right to receive, subject to possible adjustment and based on certain assumptions described below, (1) 0.8264 shares of Simmons common stock, which we refer to as the First Texas stock consideration, and (2) $6.93 in cash, which we refer to as the First Texas cash consideration, and together with the First Texas stock consideration, the First Texas merger consideration, for each share of First Texas common stock held immediately prior to the First Texas merger. The amount of the First Texas merger consideration described above is based on the following assumptions derived from amounts that were applicable on September 8, 2017: (1) immediately prior to the effective time of the First Texas merger, there are (a) 7,884,553 shares of First Texas common stock outstanding, (b) 644,191 shares of First Texas common stock subject to First Texas options outstanding with a weighted average exercise price of  $27.76 per share, (c) 13,000 shares of First Texas common stock subject to First Texas SARs outstanding with a weighted average initial value of  $19.76 per First Texas SAR, (d) 5,710 shares of First Texas common stock subject to First Texas restricted stock units and (e), 25,648 the total number of shares of First Texas common stock held in the First Texas and subsidiaries Employees Stock Ownership Plan, which we refer to as the First Texas ESOP, that are not allocated to participants as of the effective time of the merger, which we refer to as the First Texas Unallocated ESOP shares, and (2) the average closing price per share of Simmons common stock at the closing of the First Texas merger is $51.20, which was the closing sales price of Simmons common stock on September 8, 2017, the last practicable trading day before the date of this joint proxy statement/prospectus. Since we will not know the actual amounts reflected in these assumptions until immediately prior to the effective time of the First Texas merger, the amount of First Texas stock consideration and First Texas cash consideration actually received by First Texas shareholders may be different than the amounts described herein. We refer to the OKSB merger consideration and the First Texas merger consideration collectively as the merger consideration. Simmons will not issue any fractional shares of Simmons common stock in the First Texas merger. First Texas shareholders who would otherwise be entitled to a fractional share of Simmons common stock upon the completion of the merger will instead receive an amount in cash equal to the product of the average closing price of Simmons common stock as reported on the Nasdaq Global Select Market for the 20 consecutive trading days ending on the 10th day before the date on which the First Texas merger is completed, times the fraction of a share of Simmons common stock to which the First Texas shareholder otherwise would be entitled.

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If the number of shares of First Texas common stock outstanding (including shares of First Texas common stock subject to First Texas equity award agreements) increases or decreases prior to the effective time of the First Texas merger other than as permitted under the terms of the First Texas

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merger agreement, then the First Texas merger consideration will be equitably and proportionately adjusted, if necessary and without duplication, to fully effect such change, but in no event will Simmons issue more than 6,500,000 shares of Simmons common stock or pay aggregate cash consideration in excess of  $70 million in the First Texas merger. We refer to the number of shares of Simmons common stock to be issued for each of share of First Texas common stock, as adjusted, as the First Texas exchange ratio. In addition, if the First Texas board of directors exercises its right to terminate the First Texas merger agreement due to the decrease in the average closing price of Simmons common stock below $39.98 and relative to an index of banking stocks, Simmons may prevent the First Texas merger agreement from being terminated by electing to pay additional cash consideration for each share of First Texas common stock. See “The Merger Agreements — Termination of the Merger Agreements.”

Q:

What will Simmons shareholders receive in the mergers?

​

A:

If either or both of the mergers are completed, Simmons shareholders will not receive any merger consideration and will continue to hold the number of shares of Simmons common stock that they currently hold. Following the mergers, shares of Simmons common stock will continue to be traded on the Nasdaq Global Select Market under the symbol “SFNC.”

​

Q:

How will the OKSB merger affect OKSB equity awards?

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A:

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Each outstanding share of OKSB restricted stock will vest at the effective time of the OKSB merger and will be converted automatically into the right to receive the OKSB merger consideration in the same manner as unrestricted shares of OKSB common stock. Simmons will be entitled to deduct and withhold, or cause the exchange agent to deduct and withhold, all amounts payable with respect to OKSB restricted stock as it is required to deduct and withhold under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, or any provisions of federal, state, local or foreign tax law.

OKSB Employee Stock Purchase Plan

Each outstanding share of OKSB common stock held in the OKSB Employee Stock Purchase Plan will be converted into the right to receive the OKSB merger consideration in the same manner as other shares of OKSB common stock.

Q:

How will the First Texas merger affect First Texas equity awards?

​

A:

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Each option, whether vested or unvested, to purchase shares of First Texas common stock outstanding immediately prior to the effective time of the First Texas merger will be cancelled and converted into the right to receive a cash payment equal to the difference between (1) the First Texas cash consideration plus the cash equivalent of the First Texas stock consideration and (2) the exercise price of such option. Any such option with an exercise price per share that equals or exceeds the amount set forth in (1) will be cancelled at the effective time of the merger with no consideration paid to the option holder. Simmons will be entitled to deduct and withhold, or cause the exchange agent to deduct and withhold, all amounts payable with respect to First Texas stock options as it is required to deduct and withhold under the Code or any provisions of federal, state, local or foreign tax law.

First Texas Restricted Stock Units

Each outstanding unit in respect of First Texas common stock that is subject to vesting, repurchase or lapse restriction, which we refer to as First Texas RSUs, will fully vest at the effective time of the First Texas merger and will be cancelled and converted automatically into the right to receive the First Texas merger consideration on the same basis as all other shares of First Texas common stock and treating the First Texas RSUs as if they were shares of First Texas common stock for such purposes. Simmons

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will be entitled to deduct and withhold, or cause the exchange agent to deduct and withhold, all amounts payable with respect to First Texas RSUs as it is required to deduct and withhold under the Code or any provisions of federal, state, local or foreign tax law.

First Texas Stock Appreciation Rights

Each outstanding stock appreciation right granted by First Texas under a First Texas stock plan, which we refer to as First Texas SARs, will fully vest and be cancelled and converted automatically into the right to receive from Simmons a cash payment equal to the difference between (1) the First Texas cash consideration plus the cash equivalent of the First Texas stock consideration and (2) the initial value of the First Texas SAR as of the grant date set forth in the applicable award agreement.

First Texas Employee Stock Ownership Plan

The First Texas Unallocated ESOP shares will be cancelled and Simmons will pay to the trustee of the First Texas ESOP an aggregate cash payment equal to the sum of  (1) the cash equivalent of the First Texas stock consideration and (2) the product of the First Texas Unallocated ESOP shares and First Texas cash consideration. The shares of First Texas common stock that are allocated in the First Texas ESOP will be converted automatically into the right to receive the First Texas merger consideration and the First Texas merger consideration will be distributed by the trustee to participants in accordance with their allocations.

Q:

Will the value of the merger consideration change between the date of this joint proxy statement/​prospectus and the time the mergers are completed?

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A:

Because the number of shares of Simmons common stock that both OKSB and First Texas shareholders will receive for each share of OKSB common stock and First Texas common stock, respectively, is fixed (subject, in each case, to possible adjustment), the value of the merger consideration in each merger will fluctuate between the date of this joint proxy statement/prospectus and the completion of the mergers based upon the market value for Simmons common stock. Any fluctuation in the market price of Simmons common stock after the date of this joint proxy statement/​prospectus will change the value of the shares of Simmons common stock that both OKSB and First Texas shareholders will receive, subject to any additional cash payment made by Simmons in connection with the exercise of its right to pay additional cash consideration in the event the trading price of its common stock falls below the amount referenced in the applicable merger agreement and underperforms an index of banking companies by more than 20% over a designated measurement period. In addition, the market price of Simmons common stock will impact the amounts paid for the First Texas stock options, the First Texas SARs and the First Texas unallocated ESOP shares, which will then affect the amount of First Texas merger consideration.

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Q:

How does Simmons’ board of directors recommend that Simmons shareholders vote at the Simmons special meeting?

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A:

Simmons’ board of directors unanimously recommends that Simmons shareholders vote “FOR” the OKSB merger proposal, “FOR” the First Texas merger proposal, “FOR” the Simmons director proposal, “FOR” the Simmons/OKSB adjournment proposal, if necessary or appropriate, and “FOR” the Simmons/First Texas adjournment proposal, if necessary or appropriate.

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Q:

How does OKSB’s board of directors recommend that OKSB shareholders vote at the OKSB special meeting?

​

A:

OKSB’s board of directors unanimously recommends that OKSB shareholders vote “FOR” the OKSB merger proposal, “FOR” the OKSB compensation proposal and “FOR” the OKSB adjournment proposal, if necessary or appropriate.

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Q:

How does First Texas’ board of directors recommend that First Texas shareholders vote at the First Texas special meeting?

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A:

First Texas’ board of directors unanimously recommends that First Texas shareholders vote “FOR” the First Texas merger proposal and “FOR” the First Texas adjournment proposal, if necessary or appropriate.

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Q:

When and where are the meetings?

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A:

The Simmons special meeting will be held in the Ryburn Community Room of Simmons’ Pine Bluff, Arkansas, headquarters (501 Main St., Pine Bluff, Arkansas, 71601) on October 18, 2017, at 11:00 a.m., local time.

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The OKSB special meeting will be held at 6301 Waterford Blvd., Suite 400, Oklahoma City, Oklahoma 73118 on October 17, 2017, at 10:00 a.m., local time.

The First Texas special meeting will be held at Shady Oaks Country Club located at 320 Roaring Springs Road, Fort Worth, Texas 76114 on October 17, 2017, at 4:00 p.m., local time.

Q:

What do I need to do now?

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A:

After you have carefully read this joint proxy statement/prospectus in its entirety and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at your special meeting. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, if you are a Simmons shareholder or an OKSB shareholder, you may vote through the internet or by telephone. Information and applicable deadlines for voting by internet or by telephone are set forth in the enclosed proxy card instructions. If you are a Simmons shareholder or an OKSB shareholder, you are encouraged to vote through the internet or by telephone. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote in person at the special meetings will need to obtain a legal proxy from the institution that holds their shares.

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Q:

What constitutes a quorum for the Simmons special meeting?

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A:

The presence at the Simmons special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Simmons common stock entitled to vote at the Simmons special meeting will constitute a quorum.

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Q:

What constitutes a quorum for the OKSB special meeting?

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A:

The presence at the OKSB special meeting, in person or by proxy, of holders of a majority of the outstanding shares of OKSB common stock entitled to vote at the OKSB special meeting will constitute a quorum.

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Q:

What constitutes a quorum for the First Texas special meeting?

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A:

The presence at the First Texas special meeting, in person or by proxy, of holders of a majority of the outstanding shares of First Texas common stock entitled to vote at the First Texas special meeting will constitute a quorum.

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Q:

What is the vote required to approve each proposal at the Simmons special meeting?

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A:

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Standard:   Approval of the OKSB merger proposal and the First Texas merger proposal require the affirmative vote of holders of a majority of the shares of Simmons common stock outstanding and entitled to vote on each proposal.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Simmons special meeting, or are a “street name” holder and fail to instruct your bank or broker with respect to either of the merger proposals, it will have the same effect as a vote “AGAINST” the applicable merger proposal.

Simmons director proposal Simmons/OKSB and Simmons/First Texas adjournment proposals:

Standard:   Approval of each of the Simmons director proposal, the Simmons/OKSB adjournment proposal and the Simmons/First Texas adjournment proposal requires the affirmative vote of holders of a majority of shares of Simmons common stock cast on such proposal. A quorum is required for the vote on the Simmons director proposal but is not required for a vote on either of the adjournment proposals.

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Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Simmons special meeting, or are a “street name” holder and fail to instruct your bank or broker how to vote with respect to the Simmons director proposal, the Simmons/OKSB adjournment proposal or the Simmons/First Texas adjournment proposal, it will have no effect on the respective proposals.

Q:

What is the vote required to approve each proposal at the OKSB special meeting?

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A:

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Standard:   Approval of the OKSB merger proposal requires the affirmative vote of holders of a majority of the shares of the OKSB common stock outstanding entitled to vote on the proposal.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the OKSB special meeting, or are a “street name” holder and fail to instruct your bank or broker how to vote with respect to the OKSB merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

OKSB compensation proposal:

Standard:   Approval of the OKSB compensation proposal requires the affirmative vote of holders of a majority of shares present or represented and entitled to vote at the OKSB special meeting.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote “AGAINST” the OKSB compensation proposal. If you fail to either submit a proxy card or vote by telephone or the internet or in person at the OKSB special meeting, or are a “street name” holder and fail to instruct your bank or broker how to vote with respect to the OKSB compensation proposal, it will have no effect on the proposal.

OKSB adjournment proposal:

Standard:   Approval of the OKSB adjournment proposal requires the affirmative vote of holders of a majority of shares present or represented and entitled to vote at the OKSB special meeting. A quorum is not required for a vote on the OKSB adjournment proposal.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote “AGAINST” the OKSB adjournment proposal. If you fail to either submit a proxy card or vote by telephone or the internet or in person at the OKSB special meeting, or if you are a “street name” holder and fail to instruct your bank or broker how to vote with respect to the OKSB adjournment proposal, it will have no effect on the proposal.

Q:

What is the vote required to approve each proposal at the First Texas special meeting?

​

A:

​

Standard:   Approval of the First Texas merger proposal requires the affirmative vote of holders of at least two-thirds of the shares of First Texas common stock outstanding and entitled to vote thereon.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote in person at the First Texas special meeting, or are a “street name” holder and fail to instruct your bank or broker how to vote with respect to the First Texas merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

First Texas adjournment proposal:

Standard:   Approval of the First Texas adjournment proposal requires the affirmative vote of holders of a majority of shares present or represented and entitled to vote at the First Texas special meeting. A quorum is not required for a vote on the First Texas adjournment proposal.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote “AGAINST” the First Texas adjournment proposal. If you fail to either submit a proxy card or vote in person at the First Texas special meeting, or if you are a “street name” holder and fail to instruct your bank or broker how to vote with respect to the First Texas adjournment proposal, it will have no effect on the proposal.

7

Q:

Why is my vote important?

​

A:

If you do not vote, it will be more difficult for Simmons, OKSB or First Texas to obtain the necessary quorum to hold their special meetings. In addition, your failure to submit a proxy or vote in person, failure to vote by telephone or the internet for Simmons or OKSB shareholders, or failure to instruct your bank or broker how to vote if you hold your shares in “street name,” or abstention will have the same effect as a vote “AGAINST” approval of the merger agreements. The merger agreements must be approved by the affirmative vote of holders of a majority of the shares entitled to vote by Simmons shareholders on both merger agreements, the affirmative vote of holders of a majority of the shares entitled to vote by OKSB shareholders on the OKSB merger agreement and the affirmative vote of holders of at least two-thirds of the shares entitled to vote by First Texas shareholders on the First Texas merger agreement. The Simmons board of directors unanimously recommends that you vote “FOR” both merger proposals, and the OKSB board of directors and the First Texas board of directors each unanimously recommend that you vote “FOR” the OKSB merger proposal and “FOR” the First Texas merger proposal, respectively.

​

Q:

If my shares of common stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

​

A:

No. Your bank or broker cannot vote your shares without instructions from you, and if you fail to provide instructions to your bank or broker it will have the effect of a vote against the OKSB merger proposal and the First Texas merger proposal, as applicable. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker.

​

Q:

How do I vote if I own shares through the Simmons First National Corporation 401(k) Plan, or the Simmons 401(k) Plan?

​

A:

You will be given the opportunity to instruct the trustee of the Simmons 401(k) Plan how to vote the shares that you hold in your account. To the extent that you do not timely give such instructions, your shares will not be voted.

​

Q:

How do I vote if I own shares through the First Texas ESOP?

​

A:

You will be given the opportunity to instruct the independent trustee of the First Texas ESOP how to vote the shares that you hold in your account. To the extent that you do not timely give such instructions, your shares will not be voted.

​

Q:

Can I attend the special meeting and vote my shares in person?

​

A:

Yes. All shareholders of Simmons, OKSB and First Texas, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend their respective meetings. Holders of record of Simmons, OKSB and First Texas common stock can vote in person at the Simmons special meeting, OKSB special meeting and First Texas special meeting, respectively. Holders of record of Simmons common stock and OKSB common stock can also vote by telephone or the internet. If you are not a shareholder of record, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the meetings. If you plan to attend your meeting, you must hold your shares in your own name or bring a letter from the record holder of your shares confirming your ownership and a valid photo identification with you in order to be admitted. A copy or printout of a brokerage statement will not be sufficient without a signed letter from the bank, broker or other nominee through which you beneficially own shares. Simmons, OKSB and First Texas reserve the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification.

​

Q:

Can I change my vote?

​

A:

Simmons shareholders:   Yes. If you are a holder of record of Simmons common stock, you may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to Simmons’ corporate secretary, (3) attending the special

​

8

meeting in person, notifying the corporate secretary and voting by ballot at the special meeting, or (4) voting by telephone or the internet at a later time. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Simmons after the vote will not affect the vote. Simmons’ corporate secretary’s mailing address is: Corporate Secretary, Simmons First National Corporation, 501 Main Street, P.O. Box 7009, Pine Bluff, Arkansas 71611. If you hold your shares in “street name” through a bank or broker, you should contact your bank or broker to revoke your voting instructions.

OKSB shareholders:   Yes. If you are a holder of record of OKSB common stock, you may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to OKSB’s corporate secretary, (3) attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting, or (4) voting by telephone or the internet at a later time. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by OKSB after the vote will not affect the vote. OKSB’s corporate secretary’s mailing address is: Corporate Secretary, Southwest Bancorp, Inc., 6301 Waterford Blvd., Suite 400, Oklahoma City, Oklahoma 73118. If you hold your shares in “street name” through a bank or broker, you should contact your bank or broker to revoke your voting instructions.

First Texas shareholders:   Yes. If you are a holder of record of First Texas common stock, you may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to First Texas’ corporate secretary, or (3) attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by First Texas after the vote will not affect the vote. First Texas’ corporate secretary’s mailing address is: Lisanne Davidson, Corporate Secretary, First Texas BHC, Inc., 2200 West 7th Street, Suite 104, Fort Worth, Texas 76107 (overnight delivery) or P.O. Box 962020, Fort Worth, Texas 76162-2020 (regular mail). If you hold your shares in “street name” through a bank or broker, you should contact your bank or broker to revoke your proxy.

Q:

What are the U.S. federal income tax consequences of the mergers to OKSB shareholders and First Texas shareholders?

​

A:

The respective obligations of Simmons, OKSB and First Texas to complete the mergers are conditioned upon, each of Simmons, OKSB and First Texas receiving a legal opinion from Covington & Burling LLP to the effect that the OKSB merger and the First Texas merger, as applicable, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that each of Simmons, OKSB and First Texas will be treated as a party to the reorganization within the meaning of Section 368(b) of the Code. Neither Simmons, OKSB nor First Texas currently intends to waive this condition to the consummation of the OKSB merger or the First Texas merger, as applicable. 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 OKSB shareholders or First Texas shareholders have materially changed, Simmons and OKSB or First Texas, as applicable, will recirculate appropriate soliciting materials to resolicit the votes of OKSB shareholders or First Texas shareholders. As a “reorganization” within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes, holders of OKSB common stock and First Texas common stock will not generally recognize any loss, but will generally recognize gain, if any, equal to the lesser of  (1) the excess, if any, of the sum of the cash received and the fair market value of the Simmons common stock received pursuant to the merger over that holder’s adjusted tax basis in his or her shares of OKSB or First Texas common stock surrendered, and (2) the amount of cash consideration received by that holder pursuant to the OKSB merger or First Texas merger, respectively.

​

For further information, see “United States Federal Income Tax Consequences of the Mergers.”

9

The U.S. federal income tax consequences described above may not apply to all holders of OKSB common stock or First Texas 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.

Q:

Are Simmons shareholders entitled to dissenters’ rights?

​

A:

Yes. Simmons shareholders who do not vote in favor of either the OKSB merger proposal or the First Texas merger proposal and follow certain procedural steps will be entitled to dissenters’ rights under Subchapter 13 of the Arkansas Business Corporation Act, or ABCA, provided they take the steps required to perfect their rights thereunder. For further information, see “The Mergers — Simmons Shareholders Dissenters’ Rights in the OKSB Merger and First Texas Merger.” In addition, a copy of Subchapter 13 of the ABCA is attached as Annex G to this joint proxy statement/prospectus.

​

Q:

Are OKSB shareholders entitled to dissenters’ rights?

​

A:

Yes. OKSB shareholders who do not vote in favor of the OKSB merger proposal and follow certain procedural steps to perfect their rights will be entitled to dissenters’ rights under Section 1091 of the Oklahoma General Corporation Act, or the OGCA. For further information, see “The OKSB Merger — Dissenters’ Rights in the OKSB Merger.” In addition, a copy of Section 1091 of the OGCA is attached as Annex H to this joint proxy statement/prospectus.

​

Q:

Are First Texas shareholders entitled to dissenters’ rights?

​

A:

Yes. First Texas shareholders who do not vote in favor of the First Texas merger proposal and follow certain procedural steps will be entitled to dissenters’ rights under Sections 10.351 through 10.368 of the Texas Business Organizations Code, or the TBOC, provided they take the steps required to perfect their rights thereunder. For further information, see “The First Texas Merger — Dissenters’ Rights in the First Texas Merger.” In addition, a copy of Sections 10.351 through 10.368 of the TBOC is attached as Annex I to this joint proxy statement/prospectus.

​

Q:

If I am an OKSB or a First Texas shareholder, should I send in my OKSB or First Texas stock certificates now?

​

A:

No. OKSB or First Texas shareholders SHOULD NOT send in any stock certificates now. If either or both of the mergers occur, an exchange agent will send you instructions under separate cover for exchanging OKSB or First Texas stock certificates for the applicable merger consideration and the stock certificates should be sent at that time in accordance with those instructions. See “The Merger Agreements — Conversion of Shares; Exchange of Certificates.”

​

Q:

What should I do if I hold my shares of OKSB common stock or First Texas common stock in book-entry form?

​

A:

If either or both of the mergers occur, you are not required to take any special additional action to receive the merger consideration if your shares of OKSB common stock or First Texas common stock are held in book-entry form. After the completion of the applicable merger, shares of OKSB common stock or First Texas common stock held in book-entry form will be exchanged automatically for the applicable merger consideration, including shares of Simmons common stock in book-entry form, the cash consideration and any cash to be paid in exchange for fractional shares in the applicable merger

​

Q:

Whom may I contact if I cannot locate my OKSB stock certificate(s)?

​

A:

If you are unable to locate your original OKSB stock certificate(s), you should contact OKSB’s corporate secretary, Rusty LaForge, at (405) 427-4052.

​

Q:

Whom may I contact if I cannot locate my First Texas stock certificate(s)?

​

A:

If you are unable to locate your original First Texas stock certificate(s), you should contact First Texas’ corporate secretary, Lisanne Davidson, at (817) 292-4820.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Simmons shareholders, OKSB shareholders and First Texas shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple

​

10

proxy cards or voting instruction cards. For example, if you hold shares of Simmons and/or OKSB and/or First Texas common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Simmons common stock, OKSB common stock or First Texas common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of Simmons common stock and OKSB common stock or First Texas common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of common stock that you own in any of the three companies.

Q:

When do you expect to complete the mergers?

​

A:

Each of Simmons, OKSB and First Texas expect to complete the applicable merger in the fourth quarter of 2017. However, Simmons, OKSB and First Texas cannot assure you of when or if the applicable merger will be completed. Simmons, OKSB and First Texas must first obtain the approval of Simmons shareholders, OKSB shareholders and First Texas shareholders for the applicable merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

​

Q:

What happens if the mergers are not completed?

​

A:

If the mergers are not completed, holders of OKSB common stock or First Texas common stock, as applicable, will not receive any merger consideration for their shares in connection with the applicable merger. Instead, OKSB or First Texas or both will remain an independent company. In addition, if either or both of the merger agreements are terminated in certain circumstances, a termination fee may be required to be paid to Simmons by either OKSB or First Texas. See “The Merger Agreements — Termination Fees” for a discussion of the circumstances under which termination fees will be required to be paid.

​

Q:

Whom should I call with questions?

​

A:

Simmons shareholders:   If you have any questions concerning the merger or this joint proxy statement/​prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Simmons common stock, please contact Investor Relations at (870) 541-1243, Simmons’ proxy solicitor, Alliance Advisors LLC, at the following address or telephone number: 200 Broadacres Drive, 3rd floor, Bloomfield, New Jersey 07003 or (833) 501-4842.

​

OKSB shareholders:   If you have any questions concerning the merger or this joint proxy statement/​prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of OKSB common stock, please contact Rusty LaForge, at the following address or telephone number: 6301 Waterford Blvd., Suite 400, Oklahoma City, Oklahoma 73118 or (405) 427-4052, or OKSB’s proxy solicitor, Morrow Sodali LLC, at the following address or telephone number: 470 West Avenue, Stanford, Connecticut 06902 or (203) 658-9400.

First Texas shareholders:   If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of First Texas common stock, please contact Lisanne Davidson at the following address or telephone number: 2200 West 7th Street, Suite 104, Fort Worth, Texas 76107 (overnight delivery) or P.O. Box 962020, Fort Worth, Texas 76162-2020 (regular mail) or (817) 292-4820.

11

12

13

​

​

​

Simmons Common Stock (Nasdaq: SFNC)

​

​

Implied Value of Stock Consideration for Each Share of OKSB Common Stock

​

​

Cash Consideration for Each Share of OKSB Common Stock

​

​

Implied Value of Merger Consideration for Each Share of OKSB Common Stock

​

December 13, 2016

​

​

​

$

64.75

​

​

​

​

$

25.27

​

​

​

​

$

5.11

​

​

​

​

$

30.38

​

​

September 8, 2017

​

​

​

$

51.20

​

​

​

​

$

19.98

​

​

​

​

$

5.11

​

​

​

​

$

25.09

​

​

​

​

​

Simmons Common Stock (Nasdaq: SFNC)

​

​

Implied Value of Stock Consideration for Each Share of First Texas Common Stock

​

​

Cash Consideration for Each Share of First Texas Common Stock

​

​

Implied Value of Merger Consideration for Each Share of First Texas Common Stock

​

January 20, 2017

​

​

​

$

60.30

​

​

​

​

$

49.84

​

​

​

​

$

6.33

​

​

​

​

$

56.17

​

​

September 8, 2017

​

​

​

$

51.20

​

​

​

​

$

42.32

​

​

​

​

$

6.93

​

​

​

​

$

49.25

​

​

14

15

16

17

​

18

19

20

​

21

​

22

23

​

24

​

25

26

27

​

​

​

As of or for the Six Months Ended June 30,

​

​

Years Ended December 31

​

(Dollars and shares in thousands, except per share data)

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

Income statement data:

​

​

​

​

​

​

​

​

Net interest income

​

​

​

$

149,192

​

​

​

​

$

136,814

​

​

​

​

$

279,206

​

​

​

​

$

278,595

​

​

​

​

$

171,064

​

​

​

​

$

130,850

​

​

​

​

$

113,517

​

​

Provision for loan losses

​

​

​

​

11,330

​

​

​

​

​

7,439

​

​

​

​

​

20,065

​

​

​

​

​

9,022

​

​

​

​

​

7,245

​

​

​

​

​

4,118

​

​

​

​

​

4,140

​

​

Net interest income after provision for loan losses

​

​

​

​

137,862

​

​

​

​

​

129,375

​

​

​

​

​

259,141

​

​

​

​

​

269,573

​

​

​

​

​

163,819

​

​

​

​

​

126,732

​

​

​

​

​

109,377

​

​

Non-interest income

​

​

​

​

65,804

​

​

​

​

​

66,397

​

​

​

​

​

139,382

​

​

​

​

​

94,661

​

​

​

​

​

62,192

​

​

​

​

​

40,616

​

​

​

​

​

48,371

​

​

Non-interest expense

​

​

​

​

137,730

​

​

​

​

​

125,931

​

​

​

​

​

255,085

​

​

​

​

​

256,970

​

​

​

​

​

175,721

​

​

​

​

​

134,812

​

​

​

​

​

117,733

​

​

Income before taxes

​

​

​

​

65,936

​

​

​

​

​

69,841

​

​

​

​

​

143,438

​

​

​

​

​

107,264

​

​

​

​

​

50,290

​

​

​

​

​

32,536

​

​

​

​

​

40,015

​

​

Provision for income taxes

​

​

​

​

20,751

​

​

​

​

​

23,427

​

​

​

​

​

46,624

​

​

​

​

​

32,900

​

​

​

​

​

14,602

​

​

​

​

​

9,305

​

​

​

​

​

12,331

​

​

Net income

​

​

​

​

45,185

​

​

​

​

​

46,414

​

​

​

​

​

96,814

​

​

​

​

​

74,364

​

​

​

​

​

35,688

​

​

​

​

​

23,231

​

​

​

​

​

27,684

​

​

Preferred stock dividends

​

​

​

​

—

​

​

​

​

​

24

​

​

​

​

​

24

​

​

​

​

​

257

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net income available to common shareholders

​

​

​

$

45,185

​

​

​

​

$

46,390

​

​

​

​

$

96,790

​

​

​

​

$

74,107

​

​

​

​

$

35,688

​

​

​

​

$

23,231

​

​

​

​

$

27,684

​

​

Per share data:

​

​

​

​

​

​

​

​

Basic earnings

​

​

​

$

1.43

​

​

​

​

$

1.53

​

​

​

​

$

3.16

​

​

​

​

$

2.64

​

​

​

​

$

2.11

​

​

​

​

$

1.42

​

​

​

​

$

1.64

​

​

Diluted earnings

​

​

​

​

1.42

​

​

​

​

​

1.52

​

​

​

​

​

3.13

​

​

​

​

​

2.63

​

​

​

​

​

2.11

​

​

​

​

​

1.42

​

​

​

​

​

1.64

​

​

Diluted core earnings (non-GAAP)(1)

​

​

​

​

1.55

​

​

​

​

​

1.59

​

​

​

​

​

3.28

​

​

​

​

​

3.18

​

​

​

​

​

2.29

​

​

​

​

​

1.69

​

​

​

​

​

1.59

​

​

Book value

​

​

​

​

38.31

​

​

​

​

​

35.86

​

​

​

​

​

36.80

​

​

​

​

​

34.55

​

​

​

​

​

27.38

​

​

​

​

​

24.89

​

​

​

​

​

24.55

​

​

Tangible book value (non-GAAP)(2)

​

​

​

​

24.71

​

​

​

​

​

23.43

​

​

​

​

​

23.97

​

​

​

​

​

21.97

​

​

​

​

​

20.15

​

​

​

​

​

19.13

​

​

​

​

​

20.66

​

​

Dividends

​

​

​

​

0.50

​

​

​

​

​

0.48

​

​

​

​

​

0.96

​

​

​

​

​

0.92

​

​

​

​

​

0.88

​

​

​

​

​

0.84

​

​

​

​

​

0.80

​

​

Basic average common shares outstanding

​

​

​

​

31,585

​

​

​

​

​

30,340

​

​

​

​

​

30,646

​

​

​

​

​

28,084

​

​

​

​

​

16,879

​

​

​

​

​

16,339

​

​

​

​

​

16,909

​

​

Diluted average common shares outstanding

​

​

​

​

31,794

​

​

​

​

​

30,439

​

​

​

​

​

30,964

​

​

​

​

​

28,210

​

​

​

​

​

16,922

​

​

​

​

​

16,352

​

​

​

​

​

16,911

​

​

Balance sheet data at period end:

​

​

​

​

​

​

​

​

Assets

​

​

​

$

9,068,308

​

​

​

​

$

7,534,219

​

​

​

​

$

8,400,056

​

​

​

​

$

7,559,658

​

​

​

​

$

4,643,354

​

​

​

​

$

4,383,100

​

​

​

​

$

3,527,489

​

​

Investment securities

​

​

​

​

1,609,603

​

​

​

​

​

1,453,526

​

​

​

​

​

1,619,450

​

​

​

​

​

1,526,780

​

​

​

​

​

1,082,870

​

​

​

​

​

957,965

​

​

​

​

​

687,483

​

​

Total loans

​

​

​

​

6,225,311

​

​

​

​

​

5,013,857

​

​

​

​

​

5,632,890

​

​

​

​

​

4,919,355

​

​

​

​

​

2,736,634

​

​

​

​

​

2,404,935

​

​

​

​

​

1,922,119

​

​

Allowance for loan losses (excluding acquired loans)(3)

​

​

​

​

41,379

​

​

​

​

​

33,523

​

​

​

​

​

36,286

​

​

​

​

​

31,351

​

​

​

​

​

29,028

​

​

​

​

​

27,442

​

​

​

​

​

27,882

​

​

Goodwill and other intangible assets

​

​

​

​

437,965

​

​

​

​

​

378,015

​

​

​

​

​

401,464

​

​

​

​

​

380,923

​

​

​

​

​

130,621

​

​

​

​

​

93,501

​

​

​

​

​

64,365

​

​

Non-interest bearing deposits

​

​

​

​

1,650,986

​

​

​

​

​

1,283,426

​

​

​

​

​

1,491,676

​

​

​

​

​

1,280,234

​

​

​

​

​

889,260

​

​

​

​

​

718,438

​

​

​

​

​

576,655

​

​

Deposits

​

​

​

​

7,103,535

​

​

​

​

​

6,028,203

​

​

​

​

​

6,735,219

​

​

​

​

​

6,086,096

​

​

​

​

​

3,860,718

​

​

​

​

​

3,697,567

​

​

​

​

​

2,874,163

​

​

Other borrowings

​

​

​

​

474,962

​

​

​

​

​

191,827

​

​

​

​

​

273,159

​

​

​

​

​

162,289

​

​

​

​

​

114,682

​

​

​

​

​

117,090

​

​

​

​

​

89,441

​

​

Subordinated debt and trust preferred

​

​

​

​

67,312

​

​

​

​

​

60,184

​

​

​

​

​

60,397

​

​

​

​

​

60,570

​

​

​

​

​

20,620

​

​

​

​

​

20,620

​

​

​

​

​

20,620

​

​

Shareholders’ equity

​

​

​

​

1,234,076

​

​

​

​

​

1,090,711

​

​

​

​

​

1,151,111

​

​

​

​

​

1,076,855

​

​

​

​

​

494,319

​

​

​

​

​

403,832

​

​

​

​

​

406,062

​

​

Tangible shareholders’ equity (non-GAAP)(2)

​

​

​

​

796,111

​

​

​

​

​

712,696

​

​

​

​

​

749,647

​

​

​

​

​

665,080

​

​

​

​

​

363,698

​

​

​

​

​

310,331

​

​

​

​

​

341,697

​

​

28

​

​

​

As of or for the Six Months Ended June 30,

​

​

Years Ended December 31

​

(Dollars and shares in thousands, except per share data)

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

Capital ratios at period end:

​

​

​

​

​

​

​

​

Common shareholders’ equity to total assets

​

​

​

​

13.61%

​

​

​

​

​

14.48%

​

​

​

​

​

13.70%

​

​

​

​

​

13.84%

​

​

​

​

​

10.65%

​

​

​

​

​

9.21%

​

​

​

​

​

11.51%

​

​

Tangible common equity to tangible assets (non-GAAP)(4)

​

​

​

​

9.22

​

​

​

​

​

9.96

​

​

​

​

​

9.37

​

​

​

​

​

9.26

​

​

​

​

​

8.06

​

​

​

​

​

7.24

​

​

​

​

​

9.87

​

​

Tier 1 leverage ratio

​

​

​

​

10.75

​

​

​

​

​

11.30

​

​

​

​

​

10.95

​

​

​

​

​

11.20

​

​

​

​

​

8.77

​

​

​

​

​

9.22

​

​

​

​

​

10.81

​

​

Common equity Tier 1 risk-based ratio

​

​

​

​

12.11

​

​

​

​

​

14.08

​

​

​

​

​

13.45

​

​

​

​

​

14.21

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

Tier 1 risk-based ratio

​

​

​

​

13.08

​

​

​

​

​

15.20

​

​

​

​

​

14.45

​

​

​

​

​

16.02

​

​

​

​

​

13.43

​

​

​

​

​

13.02

​

​

​

​

​

19.08

​

​

Total risk-based capital ratio

​

​

​

​

13.73

​

​

​

​

​

15.90

​

​

​

​

​

15.12

​

​

​

​

​

16.72

​

​

​

​

​

14.50

​

​

​

​

​

14.10

​

​

​

​

​

20.34

​

​

Dividend payout to common shareholders

​

​

​

​

35.21

​

​

​

​

​

31.58

​

​

​

​

​

30.67

​

​

​

​

​

34.98

​

​

​

​

​

41.71

​

​

​

​

​

59.15

​

​

​

​

​

48.78

​

​

Annualized performance ratios:

​

​

​

​

​

​

​

​

Return on average assets

​

​

​

​

1.06%

​

​

​

​

​

1.24%

​

​

​

​

​

1.25%

​

​

​

​

​

1.03%

​

​

​

​

​

0.80%

​

​

​

​

​

0.64%

​

​

​

​

​

0.83%

​

​

Return on average common equity

​

​

​

​

7.67

​

​

​

​

​

8.67

​

​

​

​

​

8.75

​

​

​

​

​

7.90

​

​

​

​

​

8.11

​

​

​

​

​

5.33

​

​

​

​

​

6.77

​

​

Return on average tangible equity (non-GAAP)(2)(5)

​

​

​

​

12.17

​

​

​

​

​

13.90

​

​

​

​

​

13.92

​

​

​

​

​

12.53

​

​

​

​

​

10.99

​

​

​

​

​

6.36

​

​

​

​

​

8.05

​

​

Net interest margin(6)

​

​

​

​

4.04

​

​

​

​

​

4.28

​

​

​

​

​

4.19

​

​

​

​

​

4.55

​

​

​

​

​

4.47

​

​

​

​

​

4.21

​

​

​

​

​

3.93

​

​

Efficiency ratio(7)

​

​

​

​

58.40

​

​

​

​

​

58.03

​

​

​

​

​

56.32

​

​

​

​

​

59.01

​

​

​

​

​

67.22

​

​

​

​

​

71.20

​

​

​

​

​

70.06

​

​

Balance sheet ratios:(8)

​

​

​

​

​

​

​

​

Nonperforming assets as a percentage of period-end assets

​

​

​

​

0.93%

​

​

​

​

​

0.99%

​

​

​

​

​

0.79%

​

​

​

​

​

0.85%

​

​

​

​

​

1.25%

​

​

​

​

​

1.69%

​

​

​

​

​

1.29%

​

​

Nonperforming loans as a percentage of period-end loans

​

​

​

​

1.15

​

​

​

​

​

1.17

​

​

​

​

​

0.91

​

​

​

​

​

0.58

​

​

​

​

​

0.63

​

​

​

​

​

0.53

​

​

​

​

​

0.74

​

​

Nonperforming assets as a percentage of period-end loans and OREO

​

​

​

​

1.67

​

​

​

​

​

1.99

​

​

​

​

​

1.53

​

​

​

​

​

1.94

​

​

​

​

​

2.76

​

​

​

​

​

4.10

​

​

​

​

​

2.74

​

​

Allowance to nonperforming loans

​

​

​

​

72.08

​

​

​

​

​

77.01

​

​

​

​

​

92.09

​

​

​

​

​

165.83

​

​

​

​

​

223.31

​

​

​

​

​

297.89

​

​

​

​

​

231.62

​

​

Allowance for loan losses as a percentage of period-end loans

​

​

​

​

0.83

​

​

​

​

​

0.90

​

​

​

​

​

0.84

​

​

​

​

​

0.97

​

​

​

​

​

1.41

​

​

​

​

​

1.57

​

​

​

​

​

1.71

​

​

Net charge-offs (recoveries) as a percentage of average loans

​

​

​

​

0.21

​

​

​

​

​

0.29

​

​

​

​

​

0.40

​

​

​

​

​

0.17

​

​

​

​

​

0.30

​

​

​

​

​

0.27

​

​

​

​

​

0.40

​

​

​

29

​

30

​

​

​

As of or for the Six Months Ended June 30,

​

​

Years Ended December 31

​

(Dollars and shares in thousands, except per share data)

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

Reconciliation of core earnings (non-GAAP):

​

​

​

​

​

​

​

​

Net income

​

​

​

$

45,185

​

​

​

​

$

46,390

​

​

​

​

$

96,790

​

​

​

​

$

74,107

​

​

​

​

$

35,688

​

​

​

​

$

23,231

​

​

​

​

$

27,684

​

​

Non-core items:

​

​

​

​

​

​

​

​

Accelerated vesting on retirement agreements

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2,209

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain on sale of merchant services

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1,000)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain on sale of banking operations

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(2,110)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain from early retirement of trust preferred securities

​

​

​

​

—

​

​

​

​

​

(594)

​

​

​

​

​

(594)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain on FDIC-assisted transactions

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(3,411)

​

​

Loss on FDIC loss-share termination

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7,476

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Merger-related costs

​

​

​

​

7,127

​

​

​

​

​

465

​

​

​

​

​

4,835

​

​

​

​

​

13,760

​

​

​

​

​

7,470

​

​

​

​

​

6,376

​

​

​

​

​

1,896

​

​

Change-in-control payments

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

885

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Loss on sale of securities

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

193

​

​

​

​

​

—

​

​

FHLB prepayment penalties

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

175

​

​

Branch right-sizing

​

​

​

​

(382)

​

​

​

​

​

3,233

​

​

​

​

​

3,359

​

​

​

​

​

3,144

​

​

​

​

​

(3,059)

​

​

​

​

​

641

​

​

​

​

​

—

​

​

Charter consolidation costs

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

652

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Tax effect(6)

​

​

​

​

(2,645)

​

​

​

​

​

(1,218)

​

​

​

​

​

(2,981)

​

​

​

​

​

(8,964)

​

​

​

​

​

(1,929)

​

​

​

​

​

(2,829)

​

​

​

​

​

526

​

​

Net non-core items:

​

​

​

​

4,100

​

​

​

​

​

1,886

​

​

​

​

​

4,619

​

​

​

​

​

15,515

​

​

​

​

​

3,019

​

​

​

​

​

4,381

​

​

​

​

​

(814)

​

​

Diluted core earnings (non-GAAP)

​

​

​

$

49,285

​

​

​

​

$

48,276

​

​

​

​

$

101,409

​

​

​

​

$

89,622

​

​

​

​

$

38,707

​

​

​

​

$

27,612

​

​

​

​

$

26,870

​

​

Diluted earnings per share

​

​

​

$

1.42

​

​

​

​

$

1.52

​

​

​

​

$

3.13

​

​

​

​

$

2.63

​

​

​

​

$

2.11

​

​

​

​

$

1.42

​

​

​

​

$

1.64

​

​

Non-core items:

​

​

​

​

​

​

​

​

Accelerated vesting on retirement agreements

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.08

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain on sale of merchant services

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(0.06)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain on sale of banking operations

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(0.07)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain from early retirement of trust preferred securities

​

​

​

​

—

​

​

​

​

​

(0.02)

​

​

​

​

​

(0.02)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gain on FDIC-assisted transactions

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(0.21)

​

​

Loss on FDIC loss-share termination

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.27

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Merger-related costs

​

​

​

​

0.22

​

​

​

​

​

0.02

​

​

​

​

​

0.16

​

​

​

​

​

0.49

​

​

​

​

​

0.44

​

​

​

​

​

0.39

​

​

​

​

​

0.12

​

​

Change-in-control payments

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.05

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Loss on sale of securities

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.01

​

​

​

​

​

—

​

​

FHLB prepayment penalties

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.01

​

​

Branch right-sizing

​

​

​

​

(0.01)

​

​

​

​

​

0.11

​

​

​

​

​

0.11

​

​

​

​

​

0.11

​

​

​

​

​

(0.16)

​

​

​

​

​

0.04

​

​

​

​

​

—

​

​

Charter consolidation costs

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.04

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Tax effect(6)

​

​

​

​

(0.08)

​

​

​

​

​

(0.04)

​

​

​

​

​

(0.10)

​

​

​

​

​

(0.33)

​

​

​

​

​

(0.13)

​

​

​

​

​

(0.17)

​

​

​

​

​

0.03

​

​

Net non-core items:

​

​

​

​

0.13

​

​

​

​

​

0.07

​

​

​

​

​

0.15

​

​

​

​

​

0.55

​

​

​

​

​

0.18

​

​

​

​

​

0.27

​

​

​

​

​

(0.05)

​

​

Diluted core earnings (non-GAAP)

​

​

​

$

1.55

​

​

​

​

$

1.59

​

​

​

​

$

3.28

​

​

​

​

$

3.18

​

​

​

​

$

2.29

​

​

​

​

$

1.69

​

​

​

​

$

1.59

​

​

​

31

​

​

​

As of or for the Six Months Ended June 30,

​

​

Years Ended December 31

(Dollars and shares in thousands, except per share data)

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

Calculation of tangible book value:

​

​

​

​

​

​

​

​

Total common stockholders’ equity

​

​

​

$

1,234,076

​

​

​

​

$

1,090,711

​

​

​

​

$

1,151,111

​

​

​

​

$

1,046,003

​

​

​

​

$

494,319

​

​

​

​

$

403,832

​

​

​

​

$

406,062

Intangible assets:

​

​

​

​

​

​

​

​

Goodwill

​

​

​

​

(379,437)

​

​

​

​

​

(327,686)

​

​

​

​

​

(348,505)

​

​

​

​

​

(327,686)

​

​

​

​

​

(108,095)

​

​

​

​

​

(78,529)

​

​

​

​

​

(60,605)

Other intangible assets

​

​

​

​

(58,528)

​

​

​

​

​

(50,329)

​

​

​

​

​

(52,959)

​

​

​

​

​

(53,237)

​

​

​

​

​

(22,526)

​

​

​

​

​

(14,972)

​

​

​

​

​

(3,760)

Total intangibles

​

​

​

​

(437,965)

​

​

​

​

​

(378,015)

​

​

​

​

​

(401,464)

​

​

​

​

​

(380,923)

​

​

​

​

​

(130,621)

​

​

​

​

​

(93,501)

​

​

​

​

​

(64,365)

Tangible common stockholders’ equity

​

​

​

$

796,111

​

​

​

​

$

712,696

​

​

​

​

$

749,647

​

​

​

​

$

665,080

​

​

​

​

$

363,698

​

​

​

​

$

310,331

​

​

​

​

$

341,697

Shares of common stock outstanding

​

​

​

​

32,213

​

​

​

​

​

30,416

​

​

​

​

​

31,278

​

​

​

​

​

30,278

​

​

​

​

​

18,052

​

​

​

​

​

16,226

​

​

​

​

​

16,543

Book value per common share

​

​

​

$

38.31

​

​

​

​

$

35.86

​

​

​

​

$

36.80

​

​

​

​

$

34.55

​

​

​

​

$

27.38

​

​

​

​

$

24.89

​

​

​

​

$

24.55

Tangible book value per common share (non-GAAP)

​

​

​

$

24.71

​

​

​

​

$

23.43

​

​

​

​

$

23.97

​

​

​

​

$

21.97

​

​

​

​

$

20.15

​

​

​

​

$

19.13

​

​

​

​

$

20.66

Calculation of Tangible Common Equity and the Ratio of Tangible Common Equity to Tangible Assets

​

​

​

​

​

​

​

​

Total common stockholders’ equity

​

​

​

$

1,234,076

​

​

​

​

$

1,090,711

​

​

​

​

$

1,151,111

​

​

​

​

$

1,046,003

​

​

​

​

$

494,319

​

​

​

​

$

403,832

​

​

​

​

$

406,062

Intangible assets:

​

​

​

​

​

​

​

​

Goodwill

​

​

​

​

(379,437)

​

​

​

​

​

(327,686)

​

​

​

​

​

(348,505)

​

​

​

​

​

(327,686)

​

​

​

​

​

(108,095)

​

​

​

​

​

(78,529)

​

​

​

​

​

(60,605)

Other intangible assets

​

​

​

​

(58,528)

​

​

​

​

​

(50,329)

​

​

​

​

​

(52,959)

​

​

​

​

​

(53,237)

​

​

​

​

​

(22,526)

​

​

​

​

​

(14,972)

​

​

​

​

​

(3,760)

Total intangibles

​

​

​

​

(437,965)

​

​

​

​

​

(378,015)

​

​

​

​

​

(401,464)

​

​

​

​

​

(380,923)

​

​

​

​

​

(130,621)

​

​

​

​

​

(93,501)

​

​

​

​

​

(64,365)

Tangible common stockholders’ equity

​

​

​

$

796,111

​

​

​

​

$

712,696

​

​

​

​

$

749,647

​

​

​

​

$

665,080

​

​

​

​

$

363,698

​

​

​

​

$

310,331

​

​

​

​

$

341,697

Total assets

​

​

​

$

9,068,308

​

​

​

​

$

7,534,219

​

​

​

​

$

8,400,056

​

​

​

​

$

7,559,658

​

​

​

​

$

4,643,354

​

​

​

​

$

4,383,100

​

​

​

​

$

3,527,489

Intangible assets:

​

​

​

​

​

​

​

​

Goodwill

​

​

​

​

(379,437)

​

​

​

​

​

(327,686)

​

​

​

​

​

(348,505)

​

​

​

​

​

(327,686)

​

​

​

​

​

(108,095)

​

​

​

​

​

(78,529)

​

​

​

​

​

(60,605)

Other intangible assets

​

​

​

​

(58,528)

​

​

​

​

​

(50,329)

​

​

​

​

​

(52,959)

​

​

​

​

​

(53,237)

​

​

​

​

​

(22,526)

​

​

​

​

​

(14,972)

​

​

​

​

​

(3,760)

Total intangibles

​

​

​

​

(437,965)

​

​

​

​

​

(378,015)

​

​

​

​

​

(401,464)

​

​

​

​

​

(380,923)

​

​

​

​

​

(130,621)

​

​

​

​

​

(93,501)

​

​

​

​

​

(64,365)

Tangible assets

​

​

​

$

8,630,343

​

​

​

​

$

7,156,204

​

​

​

​

$

7,998,592

​

​

​

​

$

7,178,735

​

​

​

​

$

4,512,733

​

​

​

​

$

4,289,599

​

​

​

​

$

3,463,124

Ratio of common equity to assets

​

​

​

​

13.61%

​

​

​

​

​

14.48%

​

​

​

​

​

13.70%

​

​

​

​

​

13.84%

​

​

​

​

​

10.65%

​

​

​

​

​

9.21%

​

​

​

​

​

11.51%

Ratio of tangible common equity to tangible assets (non-GAAP)

​

​

​

​

9.22

​

​

​

​

​

9.96

​

​

​

​

​

9.37

​

​

​

​

​

9.26

​

​

​

​

​

8.06

​

​

​

​

​

7.24

​

​

​

​

​

9.87

Calculation of Return on Tangible Common Equity

​

​

​

​

​

​

​

​

Net income available to common stockholders

​

​

​

$

45,185

​

​

​

​

$

46,390

​

​

​

​

$

96,790

​

​

​

​

$

74,107

​

​

​

​

$

35,688

​

​

​

​

$

23,231

​

​

​

​

$

27,684

Amortization of intangibles, net of taxes

​

​

​

​

1,886

​

​

​

​

​

1,766

​

​

​

​

​

3,611

​

​

​

​

​

2,972

​

​

​

​

​

1,203

​

​

​

​

​

365

​

​

​

​

​

212

Total income available to common stockholders

​

​

​

$

47,071

​

​

​

​

$

48,156

​

​

​

​

$

100,401

​

​

​

​

$

77,079

​

​

​

​

$

36,891

​

​

​

​

$

23,596

​

​

​

​

$

27,896

Average common stockholders’ equity

​

​

​

$

1,187,906

​

​

​

​

$

1,075,957

​

​

​

​

$

1,105,775

​

​

​

​

$

938,521

​

​

​

​

$

440,168

​

​

​

​

$

435,918

​

​

​

​

$

409,187

Average intangible assets:

​

​

​

​

​

​

​

​

Goodwill

​

​

​

​

(355,881)

​

​

​

​

​

(327,686)

​

​

​

​

​

(332,974)

​

​

​

​

​

(281,133)

​

​

​

​

​

(88,965)

​

​

​

​

​

(60,655)

​

​

​

​

​

(60,605)

Other intangibles

​

​

​

​

(52,294)

​

​

​

​

​

(51,771)

​

​

​

​

​

(51,710)

​

​

​

​

​

(42,104)

​

​

​

​

​

(15,533)

​

​

​

​

​

(4,054)

​

​

​

​

​

(1,894)

Total average intangibles

​

​

​

​

(408,175)

​

​

​

​

​

(379,457)

​

​

​

​

​

(384,684)

​

​

​

​

​

(323,237)

​

​

​

​

​

(104,498)

​

​

​

​

​

(64,709)

​

​

​

​

​

(62,499)

Average tangible common stockholders’ equity

​

​

​

$

779,731

​

​

​

​

$

696,500

​

​

​

​

$

721,091

​

​

​

​

$

615,284

​

​

​

​

$

335,670

​

​

​

​

$

371,209

​

​

​

​

$

346,688

Return on average common equity

​

​

​

​

7.67%

​

​

​

​

​

8.67%

​

​

​

​

​

8.75%

​

​

​

​

​

7.90%

​

​

​

​

​

8.11%

​

​

​

​

​

5.33%

​

​

​

​

​

6.77%

Return on average tangible common equity (non-GAAP)

​

​

​

​

12.17

​

​

​

​

​

13.90

​

​

​

​

​

13.92

​

​

​

​

​

12.53

​

​

​

​

​

10.99

​

​

​

​

​

6.36

​

​

​

​

​

8.05