SMARTFINANCIAL INC. 8-K

What Happened
SmartFinancial, Inc. announced on January 5, 2026 that it has extended its exchange offer to swap any and all of the $100.0 million aggregate principal amount of its 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 (issued in a private placement on August 20, 2025) for an equal principal amount of identical notes that have been registered under the Securities Act. The Exchange Offer now expires at 5:00 p.m., New York City time, on January 9, 2026, unless further extended. A press release dated January 5, 2026 is filed as Exhibit 99.1 to the 8-K.

Key Details

• $100.0 million aggregate principal amount of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035.
• Original private placement issue date: August 20, 2025.
• Exchange Offer extended to expire at 5:00 p.m. (New York City time) on January 9, 2026, unless further extended.
• Offer exchanges privately issued notes for like principal amount of notes registered under the Securities Act (press release attached as Exhibit 99.1).

Why It Matters
This is a securities registration/marketability action, not an earnings report. Converting privately placed subordinated notes into registered notes can make those securities easier to trade and hold for a broader pool of investors. The extension gives noteholders additional time to decide whether to tender their notes into the registered exchange, which could affect the liquidity and distribution of the company’s subordinated debt.