UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March 2,~~April ~~2022 (February 24~~8, 2022)

~~Spirit of Texas Bancshares, Inc.~~_______________________________

Spirit of Texas Bancshares, Inc. (Exact name of registrant as specified in its charter)

Texas		001-38484		90-0499552
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

_______________________________

~~1836~~Texas ~~Spirit~~(State ofor ~~Texas~~other ~~Way~~jurisdiction ~~Conroe,~~of ~~Texas~~incorporation) ~~77301~~001-38484 (~~Address~~Commission ofFile ~~principal executive offices~~Number) 90-0499552 (~~Zip~~IRS ~~Code~~Employer Identification No.)

1836 Spirit of Texas Way

Conroe, Texas 77301

(Address of principal executive offices) (Zip Code)

(936) 521-1836

(Registrant’s telephone number, including area code)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, no par value	STXB	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

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 13(a) of the Exchange Act. ☐ o

Item 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

AsOn ~~previously~~April ~~disclosed~~8, on2022 ~~November 18,~~(the ~~2021~~“Closing Date”), Spirit of Texas Bancshares, Inc. (the “Company” or “Spirit”), acompleted ~~Texas~~the ~~corporation~~transactions contemplated ~~and~~by the ~~parent~~previously ~~company~~announced ~~of Spirit of Texas Bank SSB (“Spirit Bank”), entered into an~~ Agreement and Plan of Merger, ~~(the~~dated ~~“Agreement”)~~as ~~with~~of ~~Simmons~~November ~~First~~18, ~~National~~2021 ~~Corporation~~ (the “~~Simmons”),~~Merger ~~an Arkansas corporation and the parent holding company of Simmons Bank (“Simmons Bank~~Agreement”), by ~~pursuant to which, upon the terms~~ and ~~subject~~between to the ~~conditions of the Agreement, the~~ Company ~~will merge with~~ and ~~into~~ Simmons, ~~with~~First ~~Simmons~~National ~~continuing~~Corporation ~~as the surviving corporation~~ (~~the~~ “~~Transaction~~Simmons”). ~~Immediately following the Transaction, Spirit Bank is expected to merge with and into Simmons Bank, with Simmons Bank continuing as the surviving bank.~~

On ~~February 24,~~the ~~2022,~~Closing ~~Ms. Allison S. Johnson~~Date, ~~Executive~~Spirit was ~~Vice~~merged ~~President~~with and ~~Chief~~into ~~Financial~~Simmons, ~~Officer~~with ofSimmons ~~Spirit~~continuing ~~and~~as ~~Spirit~~the ~~Bank,~~surviving ~~notified~~corporation (the “Merger”). Immediately thereafter, Spirit’s ~~board~~subsidiary ofbank, ~~directors~~Spirit of ~~her~~Texas ~~decision~~Bank toSSB, ~~pursue~~was ~~other~~merged ~~opportunities~~with ~~after~~and ~~the~~into ~~closing~~Simmons’ ofsubsidiary ~~the~~bank, Simmons ~~Transaction.~~Bank, ~~Ms. Johnson~~with ~~will~~Simmons ~~remain~~Bank incontinuing ~~her~~as ~~current~~the ~~role~~surviving ~~through~~bank. ~~the~~The ~~closing~~Merger ofAgreement and the ~~Transaction~~transactions contemplated thereby, including ~~which~~the isMerger, ~~anticipated~~are tomore beparticularly described in ~~the~~Spirit’s ~~second~~Definitive ~~quarter~~Proxy ofStatement ~~2022,~~on ~~and~~Schedule ~~will~~DEFM14A ~~continue~~(File toNo. 001-38484) ~~have~~filed aby ~~key~~Spirit ~~role~~with inthe ~~integration~~U.S. ~~planning~~Securities ~~with~~and ~~Simmons~~Exchange ~~for~~Commission a(the ~~period~~“SEC”) ofon ~~time~~January ~~following~~20, ~~closing~~2022.

~~Forward-Looking~~At ~~Statements~~the effective time of the Merger (the “Effective Time”), pursuant to the terms of the Merger Agreement, each share of common stock, no par value, of Spirit (“Spirit common stock”) was converted into 1.0016722 shares of Class A Common Stock, $0.01 par value per share, of Simmons (the “Simmons common stock”), with cash paid in lieu of fractional shares of Simmons common stock and to cash out Spirit stock options and warrants that were outstanding immediately prior to the Effective Time.

~~Certain~~The ~~statements~~foregoing ~~contained~~summary inof ~~this~~the Merger ~~Current~~Agreement ~~Report~~and onthe ~~Form~~Merger ~~8-K~~is ~~may~~ not becomplete ~~based on historical facts~~ and ~~should~~is bequalified ~~considered~~in ~~“forward-looking~~its ~~statements”~~entirety ~~within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified~~ by reference to athe ~~future~~complete ~~period(s)~~text orof by the ~~use of forward-looking terminology~~Merger Agreement, ~~such~~which asis ~~“anticipate,”~~incorporated “believe,” “budget,” “contemplate,” “continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,” “target,” “plan,” positions,” “prospects,” “project,” “predict,” or “potential,” by ~~future~~reference ~~conditional verbs such~~ as ~~“could,”~~Exhibit ~~“may,” “might,” “should,” “will,” or “would,” or by variations of such words or by similar expressions~~2.1 ~~These~~hereto ~~forward-looking statements include, without limitation, statements relating to the anticipated completion of the Transaction~~ and ~~the~~is ~~Company’s~~incorporated ~~and~~herein ~~Simmons’~~by ~~expectations about their ability to successfully integrate the combined businesses~~reference.

~~These~~Item ~~forward-looking~~3.01. ~~statements~~Notice ~~involve risks and uncertainties, and may not be realized due to a variety~~ of ~~factors,~~Delisting ~~including, without limitation: changes in the Company’s and Simmons’ operating, acquisition,~~ or ~~expansion~~Failure strategy; the effects of future economic conditions (including unemployment levels and slowdowns in economic growth), governmental monetary and fiscal policies, as well as legislative and regulatory changes, including in response to ~~the~~Satisfy COVID-19 pandemic; changes in interest rates; possible adverse rulings, judgements, settlements, and other outcomes of pending or future litigation; the ability to obtain regulatory approvals and meet other closing conditions to the Transaction; delay in closing the Transaction; difficulties and delays in integrating the Spirit business or fully realizing cost savings and other benefits of the Transaction; changes in Simmons’ share price before closing; the outcome of any legal proceedings that may be instituted against the Company or Simmons as a ~~result~~Continued ofListing ~~the~~Rule ~~Transaction~~ or ~~otherwise~~Standard; ~~the~~Transfer ~~occurrence~~ of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the Agreement; business disruption following the Transaction; the reaction to the Transaction of the companies’ customers, employees and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on the Company, Simmons and the Transaction; and other relevant risk factors, which may be detailed from time to time in the Company’s and Simmons’ press releases and filings with the SECListing. Many of these factors are beyond the Company’s and Simmons’ ability to predict or control, and actual results could differ materially from those in the forward-looking statements due to these factors and others. In addition, as a result of these and other factors, the Company’s and Simmons’ past financial performance should not be relied upon as an indication of future performance.

~~The~~In ~~Company~~connection with ~~and~~the ~~Simmons~~consummation ~~believe~~of the ~~assumptions~~Merger, ~~and~~Spirit ~~expectations~~requested that ~~underlie or are reflected in any forward-looking statements, expressed or implied, in this Current Report on Form 8-K are reasonable, based on information available to~~ the ~~Company~~Nasdaq ~~and~~Stock ~~Simmons~~Market on(“Nasdaq”) ~~the~~suspend ~~date~~trading of ~~this~~Spirit common ~~Current~~stock ~~Report~~ on ~~Form~~Nasdaq ~~8-K. However, given the described uncertainties~~ and ~~risks,~~remove ~~the~~Spirit ~~Company~~common ~~and~~stock ~~Simmons~~from ~~cannot~~listing ~~guarantee its forward-looking statements, and you should not place undue reliance~~ on ~~these forward-looking statements. All forward-looking statements~~Nasdaq, ~~expressed~~in oreach ~~implied~~case, ~~included~~after inthe ~~this~~closing ~~Current~~of ~~Report~~the market on April ~~Form~~ 8-K, ~~are~~2022. ~~expressly~~Spirit ~~qualified~~also inrequested ~~their~~that ~~entirety~~Nasdaq byfile ~~the~~a ~~cautionary~~notification ~~statements~~of ~~contained~~removal orfrom ~~referred~~listing ~~to herein. Any forward-looking statement speaks only as~~ of ~~the~~Spirit ~~date~~common ofstock ~~this Current Report~~ on Form ~~8-K,~~25 with ~~and neither~~ the ~~Company~~SEC. ~~nor~~As ~~Simmons~~a ~~undertakes any obligation to update or revise any forward-looking statements~~result, ~~whether~~Spirit ascommon astock ~~result~~will ofno ~~new~~longer ~~information,~~be ~~future~~listed ~~events~~on ~~or otherwise~~Nasdaq.

Simmons, as successor to Spirit, intends to file a Form 15 with the SEC to request the deregistration of Spirit common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of Spirit’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03.

Material Modification to Rights of Security Holders

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, each holder of Spirit common stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Spirit other than the right to receive the consideration as described above under Item 2.01 and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

On April 8, 2022, Spirit was merged with and into Simmons pursuant to the Merger Agreement, with Simmons continuing as the surviving corporation.

The information set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, all of Spirit’s directors and executive officers ceased serving in such capacities.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws.

At the Effective Time, the Amended and Restated Certificate of Formation, as amended, and the Second Amended and Restated Bylaws of Spirit ceased to be in effect by operation of law and the organizational documents of Simmons (as successor to Spirit by operation of law) remained the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of Simmons, consistent with the terms of the Merger Agreement. A copy of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of Simmons are incorporated by reference as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 2.1		Agreement and Plan of Merger, dated as of November 18, 2021, by and between Simmons First National Corporation and Spirit of Texas Bancshares, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed by Spirit of Texas Bancshares, Inc. on November 19, 2021)*
Exhibit 3.1		Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on July 14, 2021 (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed under the Securities Act of 1933 by Simmons First National Corporation on July 21, 2021 (File No. 333-258059))
Exhibit 3.2		Amended and Restated By-Laws of Simmons First National Corporation (incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by Simmons First National Corporation on February 18, 2022 (File No. 000-06253))
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Previously filed. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2, 2022			SPIRIT OF TEXAS BANCSHARES, INC.
Date: April 11, 2022	SIMMONS FIRST NATIONAL CORPORATION, as successor by merger to Spirit of Texas Bancshares, Inc.
	By:	/s/ James M. Brogdon	~~By:~~	~~/s/ Dean O. Bass~~
	Name:	James M. Brogdon	~~Name:~~	~~Dean O. Bass~~
	Title:	Executive Vice President, Chief Financial Officer and Treasurer	~~Title:~~	~~Chairman and Chief Executive Officer~~

Filing Compare · Spirit of Texas Bancshares, Inc.