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Item 7.01
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Regulation FD Disclosure.
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On November 19, 2021, the Company and Spirit issued a joint press release
announcing the execution of the Agreement. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.
Presentation materials concerning the Transaction, which will be available
on the Company’s website at www.simmonsbank.com, are attached hereto as Exhibit 99.3 and incorporated herein by reference.
The information provided pursuant to this Item 7.01 (including Exhibit
99.2 and Exhibit 99.3) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be
incorporated by reference into any filing of the Company under the Securities Act of 1933 (the “Securities Act”) or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may
not be based on historical facts and should be considered “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to a future period(s) or by the use of
forward-looking terminology, such as “anticipate,” “believe,” “budget,” “contemplate,”
“continue,” “estimate,” “expect,” “foresee,” “intend,” “indicate,”
“target,” “plan,” positions,” “prospects,” “project,” “predict,” or
“potential,” by future conditional verbs such as “could,” “may,” “might,” “should,”
“will,” or “would,” or by variations of such words or by similar expressions. These forward-looking statements
include, without limitation, statements relating to the impact the Company and Spirit expect the Transaction to have on the combined entities’
operations, financial condition and financial results, and the Company’s and Spirit’s expectations about their ability to
obtain regulatory approvals and Spirit’s shareholder approval, their ability to successfully integrate the combined businesses and
the amount of cost savings and other benefits the Company and Spirit expect to realize as a result of the Transaction. The forward-looking
statements may also include, without limitation, those relating to the Company’s and Spirit’s predictions or expectations
of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business
prospects, and management's outlook or expectations for future growth, revenue, expenses, assets, capital levels, liquidity levels, asset
quality, profitability, earnings, accretion, customer service, investment in digital channels, or other future financial or business performance,
strategies or expectations, the impacts of the COVID-19 pandemic and the ability of the Company and Spirit to manage the impacts of the
COVID-19 pandemic, capital resources, market risk, plans for investments in securities, effect of future litigation, acquisition strategy,
legal and regulatory limitations and compliance and competition.
These forward-looking statements involve risks and uncertainties, and
may not be realized due to a variety of factors, including, without limitation: changes in the Company’s and Spirit’s operating,
acquisition, or expansion 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 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 the Company’s
share price before closing; the outcome of any legal proceedings that may be instituted against the Company or Spirit as a result of the
Transaction or otherwise; the 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,
Spirit and the Transaction; and other relevant risk factors, which may be detailed from time to time in the Company’s and Spirit’s
press releases and filings with the SEC. Many of these factors are beyond the Company’s and Spirit’s ability to predict or
control, and actual results could differ materially from those in the forward-looking statements due to these factors and others. In addition,
as a result of these and other factors, the Company’s and Spirit’s past financial performance should not be relied upon as
an indication of future performance.
The Company and Spirit believe the assumptions and expectations 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 and Spirit on the date of this Current Report on Form 8-K. However, given the described
uncertainties and risks, the Company and Spirit cannot guarantee its future performance or results of operations or whether the Company’s
and Spirit’s future performance will differ materially from the performance reflected in or implied by its forward-looking statements,
and you should not place undue reliance on these forward-looking statements. All forward-looking statements, expressed or implied, included
in this Current Report on Form 8-K are expressly qualified in their entirety by the cautionary statements contained or referred to herein.
Any forward-looking statement speaks only as of the date of this Current Report on Form 8-K, and neither the Company nor Spirit undertakes
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed Transaction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, and no offer to sell
or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Transaction, the Company will file with the
SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of Company common stock that
will be issued to Spirit shareholders in the Transaction. The Registration Statement will include a proxy statement of Spirit and a prospectus
of the Company (the “Proxy Statement/Prospectus”), and the Company and/or Spirit may file with the SEC other relevant documents
concerning the Transaction. The definitive Proxy Statement/Prospectus will be mailed to shareholders of Spirit. SHAREHOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY THE COMPANY AND/OR SPIRIT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Free copies of the Proxy Statement/Prospectus, as well as other filings
containing information about the Company and Spirit, may be obtained at the SEC’s Internet site (http://www.sec.gov), when they
are filed by the Company or Spirit. You will also be able to obtain these documents, when they are filed, free of charge, from the Company
at www.simmonsbank.com under the heading “Investor Relations” or from Spirit at www.sotb.com under the “Investor Relations”
link. Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request
to Simmons First National Corporation, 501 Main Street, Pine Bluff, Arkansas 71601, Attention: Ed Bilek, Director of Investor Relations,
Email: ed.bilek@simmonsbank.com or ir@simmonsbank.com, Telephone: (870) 541-1000 or by directing a request to Spirit at
Spirit of Texas Bancshares, Inc., 1836 Spirit of Texas Way, Conroe, Texas 77301, Attention: Corporate Secretary, Email: jgoleman@sotb.com,
Telephone: (936) 521-1836.
Participants in the Solicitation
The Company, Spirit, and certain of their respective directors, executive
officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Spirit in connection with
the proposed Transaction. Information about the Company’s directors and executive officers is available in its proxy statement for
its 2021 annual meeting of shareholders, which was filed with the SEC on April 15, 2021. Information about Spirit’s directors and
executive officers is available in its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on April
9, 2021. Information regarding all of the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus
regarding the proposed Transaction and other relevant materials to be filed with the SEC when they become available. Free copies of these
documents may be obtained as described in the preceding paragraph.