SIMMONS FIRST NATIONAL CORPORATION (NASDAQ:SFNC) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2019, Simmons First National Corporation (“Corporation”) filed its Amended and Restated Articles of Incorporation (“Amended Articles”) with the Arkansas Secretary of State. The Amended Articles classify and designate the following three series of preferred stock out of the Corporation’s authorized preferred stock: Series A Preferred Stock, Par Value $0.01 Per Share (having 40,000 authorized shares) (“Series A Preferred Stock”); Series B Preferred Stock, Par Value $0.01 Per Share (having 2,000.02 authorized shares) (“Series B Preferred Stock”); and 7% Perpetual Convertible Preferred Stock, Par Value $0.01 Per Share, Series C (having 140 authorized shares) (“Series C Preferred Stock”). The Amended Articles were effective as of February 12, 2019.

The Series A Preferred Stock has a liquidation preference of $1,000 per share and is not convertible into Corporation common stock or any other security. Holders are entitled to receive cumulative dividends each February 15, May 15, August 15, and November 15. The dividend rate is 9% per annum. The Series A Preferred Stock may be redeemed at any time at the election of Simmons (and with the approval of the Federal Reserve Board of Governors) at a redemption price of 50% of the liquidation preference, plus accrued but unpaid dividends to the date of redemption. The Series A Preferred Stock ranks senior to the common stock of the Corporation with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution, or winding of the Corporation.

The Series B Preferred Stock has a liquidation preference of $1,000 per share and is not convertible into Corporation common stock or any other security. Holders are entitled to receive cumulative dividends each February 15, May 15, August 15, and November 15. The dividend rate is 9% per annum. The Series B Preferred Stock may be redeemed at any time at the election of Simmons (and with the approval of the Federal Reserve Board of Governors) at a redemption price of 50% of the liquidation preference, plus accrued but unpaid dividends to the date of redemption. Redemption of the Series B Preferred Stock is also subject to completion of the redemption of the Series A Preferred Stock. The Series B Preferred Stock ranks senior to the common stock of the Corporation with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution, or winding of the Corporation.

The Series C Preferred Stock has a liquidation preference of $1,000 per share and is convertible into Corporation common stock in accordance with the terms contained in the Amended Articles. Holders are entitled to receive cumulative dividends each February 15, May 15, August 15, and November 15. The dividend rate is 7% per annum. The Series C Preferred Stock may be redeemed at any time after December 15, 2019, at the election of Simmons (and with the approval of the Federal Reserve Board of Governors) at a redemption price of 50% of the liquidation preference, plus accrued but unpaid dividends to the date of redemption. The Series C Preferred Stock ranks senior to the common stock of the Corporation with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution, or winding of the Corporation.

The foregoing descriptions of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock are qualified in their entirety by reference to the Amended Articles, which are filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits