Simmons First National Corporation (NasdaqGS:SFNC) entered into letter of intent to acquire Spirit of Texas Bancshares, Inc. (NasdaqGS:STXB) for approximately $560 million on September 29, 2021. Simmons First National Corporation (NasdaqGS:SFNC) entered into an agreement to acquire Spirit of Texas Bancshares, Inc.(NasdaqGS:STXB) for on November 18, 2021. Each share of Spirit common stock that is issued and outstanding immediately prior to the effective time, excluding certain specified shares, will be converted into the right to receive approximately 1.0105 shares of Simmons common stock, subject to certain conditions and potential adjustments (including substituting cash for Simmons common stock to the extent necessary to cash out Spirit's stock options and warrants that are outstanding immediately prior to the effective time, which such amount of cash we refer to as the aggregate cash consideration), with the precise number of shares to be determined at the effective time, such number of shares we refer to as the exchange ratio or the per share merger consideration. Upon the terms and subject to the conditions of the Agreement, Spirit's common stock and common stock equivalents will receive, in the aggregate, 18,325,000 shares of the Company's common stock, subject to certain conditions and potential adjustments under the Agreement, including substituting cash for the Company's common stock to the extent necessary to cash out Spirit's stock options and warrants. Conversion of Spirit of Texas Bank SSB customer accounts into Simmons Bank is expected to take place immediately after closing. Until conversion, customers will continue to be served through their respective Simmons Bank and Spirit of Texas Bank SSB branches, website and mobile apps. The Agreement contains certain termination rights for both the Company and Spirit and further provides that a termination fee of $22.75 million will be payable by Spirit to the Company upon termination of the Agreement under certain specified circumstances.

The Transaction is subject to customary closing conditions, including, among others, (1) approval of the Agreement by Spirit's shareholders, (2) receipt of required regulatory approvals, (3) the absence of any law or order prohibiting or restricting the consummation of the transactions contemplated by the Agreement (including the Transaction), (4) the effectiveness of the registration statement for the Company's common stock to be issued in the Transaction, (5) approval of the listing on Nasdaq of the Company's common stock to be issued in the Transaction and (6) approval by the Arkansas State Bank Department. The transaction has been approved by the boards of directors of Spirit and Simmons. As of February 7, 2022, the Federal Reserve Bank of St. Louis approved the transaction. Simmons expects to close the Proposed Transaction during the second quarter of 2022. As of March 11, 2022, the transaction is expected to close in April 2022. The Proposed Transaction is estimated to be accretive to Simmons' earnings per share by approximately $0.22 per share (9.8 percent) in 2023. The completion of the merger will add Spirit Bank's 37 branches to the Simmons footprint and enhance Simmons' existing presence in Texas. Spirit, will hold a special meeting of holders of common stock, no par value per share, of Spirit, which we refer to as the Spirit special meeting, on February 24, 2022, at 12:00 pm Central Time. As of January 20, 2022, Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Keefe, Bruyette & Woods, A Stifel Company served as financial advisor to Simmons, and Christopher J. DeCresce, Frank M. Conner III, Kurt Baca, Jenna Wallace, Randy Benjenk and Charlotte May of Covington & Burling LLP served as Simmons' legal advisor. Stephens Inc. served as financial advisor with a service percentage fee of 1.15% and fairness opinion provider with a service fee of $0.8 million to Spirit, and Peter G. Weinstock and Beth A. Whitaker of Hunton Andrews Kurth LLP served as Spirit's legal advisor. Spirit has also made arrangements with Morrow Sodali LLC to assist it in soliciting proxies for the Spirit special meeting and has agreed to pay approximately $15,000 plus out-of-pocket expenses and certain additional charges related to these services. Computershare acted as transfer agent to Simmons.