SIMMONS FIRST NATIONAL CORP 8-K/A

What Happened
Simmons First National Corporation (SFNC) filed an 8-K on February 2, 2026 reporting that, in connection with James M. Brogdon’s previously disclosed appointment as president and CEO, the Board on January 28, 2026 approved his 2026 compensation package. The package includes a $900,000 annual base salary, a cash incentive award with a target equal to 100% of base salary, and an equity incentive award with a target of approximately 180% of base salary (split ~50% restricted stock units and ~50% performance share units), plus a one-time equity enhancement with a target value of about $1,620,000. The Board also increased the change-in-control termination compensation under his Executive CIC Agreement from 2× to 3× the Executive’s Base Period Income. Mr. Brogdon will continue to receive other executive and employee benefits as described in the company’s 2025 proxy.

Key Details

• Board approval date: January 28, 2026; 8-K filed February 2, 2026.
• Base salary: $900,000 annually.
• Annual cash incentive target: 100% of base salary.
• Equity incentive target: ~180% of base salary (≈50% RSUs / 50% PSUs) plus a one-time ~$1,620,000 equity enhancement.
• Change-in-control (CIC) termination compensation increased from 2× to 3× Executive’s Base Period Income.

Why It Matters
This filing spells out the new CEO’s pay mix and severance exposure, which are material to shareholders because they affect executive compensation expense and potential future equity dilution (from RSUs/PSUs). Actual cash and equity payouts will depend on Board discretion and any performance criteria for PSUs, so final amounts may differ from the stated targets. The increase in CIC severance raises the company’s potential payout obligations in the event of a qualifying change in control. Investors tracking governance, compensation policy, or dilution should note these concrete terms.