SFNC Simmons First National Corporation

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2023, Simmons First National Corporation (“Company”) entered into a second amendment (“Amendment”) to the Deferred Compensation Agreement dated January 2, 2013, by and between the Company and George A. Makris, Jr., the Company’s executive chairman, as amended on January 25, 2018 (“Agreement”). The Amendment revises the definition of “Final Average Compensation” to mean the average of the sum of the salary and cash bonuses (inclusive of all discretionary bonuses and cash incentive programs in which Mr. Makris participated) for the last five consecutive, completed calendar years of service ending on December 31, 2022. The Amendment also provides that Final Average Compensation shall be subject to a cost-of-living adjustment, beginning in 2023 and continuing each calendar year thereafter until the calendar year during which payments under the Agreement begin, based on the cost-of-living adjustment percentage applicable to social security benefits for the immediately succeeding calendar year as determined by the Social Security Administration in accordance with the Social Security Act.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 and incorporated by reference herein.

In addition, pursuant to the compensation arrangement approved by the board of directors of the Company (“Board”) on January 20, 2023, in connection with Mr. Makris’s appointment as the Company’s executive chairman and chairman of the Board, Mr. Makris will receive an annual base salary of $1,000,000 and an annual executive stipend of $12,000. Mr. Makris will also be eligible to receive an equity incentive award with a target amount of 200% of base salary – with an opportunity of up to 150% of target. Mr. Makris will not participate in the Company’s cash incentive plan for 2023. Mr. Makris will continue to receive other executive and employee benefits as outlined in the Company’s proxy statement for the Company’s 2022 annual meeting of shareholders.