8-K: Simmons First National CEO Aircraft Time-Share Deal

Simmons First National Corporation entered into an aircraft time sharing agreement with its Chairman and CEO, George Makris, Jr., for personal use of the company aircraft.

Summary

• Simmons First National Corporation (Company) entered into an Aircraft Time Sharing Agreement (Agreement) with its Chairman and CEO, George Makris, Jr., on December 23, 2025.
• The Agreement allows Mr. Makris, Jr. to lease the Company's Dassault Aviation Model Falcon 2000EX (U.S. Registration No. N870SB) with a flight crew for personal travel.
• Mr. Makris, Jr. will reimburse the Company for actual expenses of such flights, including related deadhead flights.
• Reimbursable expenses include fuel, oil, crew travel, hangar costs away from base, specific flight insurance, landing fees, customs fees, in-flight food, passenger ground transportation, flight planning, and an additional charge equal to 100% of fuel expenses.
• The reimbursement will not exceed the actual operating costs of the flight.
• The Company will not provide tax reimbursements to Mr. Makris, Jr. for imputed income or federal air transportation excise tax related to his personal use of the aircraft.
• The Agreement is effective December 23, 2025, and can be terminated by either party with 10 business days' prior written notice.
• The Company retains exclusive operational control of the aircraft and is responsible for maintenance.

Sentiment

Score: 5

Explanation: The agreement is a neutral administrative arrangement for executive perquisite, with clear reimbursement terms and no tax gross-up, which is a positive for the company. However, it still represents a related-party transaction that can sometimes draw scrutiny, balancing the sentiment to neutral.

Positives

• The Company is fully reimbursed for the actual expenses incurred for personal flights by the CEO, including an additional charge equal to 100% of fuel costs.
• The Company will not provide tax reimbursements to the CEO for imputed income or federal air transportation excise tax, reducing potential company expense.
• The agreement is terminable by either party with 10 business days' notice, providing flexibility.

Negatives

• Potential for perceived conflict of interest or scrutiny regarding the personal use of company assets by an executive, even with reimbursement.
• Administrative burden on the Company to track and invoice expenses for personal use.
• Company bears the entire risk of loss, theft, or damage to the aircraft, except for gross negligence or willful misconduct by the Lessee.

Risks

• Reputational Risk: Public perception regarding executive perks, even if fully reimbursed, could lead to negative sentiment.
• Operational Risk: While the Company retains operational control, scheduling conflicts could arise between business and personal use, potentially impacting business operations.
• Financial Risk: Although reimbursement is required, there's an inherent risk in managing and collecting these reimbursements, and the company bears the primary financial risk for the aircraft itself.
• Regulatory Scrutiny: Related party transactions, especially involving executive compensation or perks, can attract scrutiny from regulatory bodies and shareholders.

Future Outlook

The agreement remains in effect until terminated by either party with 10 business days' prior written notice, indicating an ongoing arrangement for the foreseeable future.

Industry Context

Aircraft time-sharing agreements for executive personal use are not uncommon among publicly traded companies, particularly for those with corporate jets. Such arrangements are typically structured to comply with SEC and FAA regulations (e.g., FAR 91.501) and often involve reimbursement mechanisms to mitigate the financial impact on the company and address potential tax implications for the executive. The disclosure of such agreements is standard practice for transparency in corporate governance.

Corporate Governance

Related Party Transactions

• An Aircraft Time Sharing Agreement between Simmons First National Corporation and its Chairman and CEO, George Makris, Jr., for the personal use of the company aircraft.

Stakeholder Impact

• Shareholders: The agreement formalizes the use of a company asset by the CEO, with reimbursement for expenses, which should limit direct financial impact. However, it could raise questions about executive perks and corporate governance.
• Management: Provides the CEO with access to the company aircraft for personal travel under defined terms, without the company incurring additional tax liabilities on his behalf.

Next Steps

• Ongoing operation of the aircraft under the terms of the Agreement.
• Invoicing and payment of expenses for personal flights as they occur.
• Either party may terminate the agreement with 10 business days' written notice.

Key Dates

Keywords

Simmons First National Corporation, SFNC, Aircraft Time Sharing Agreement, George Makris Jr., CEO, Executive Compensation, Corporate Governance, Related Party Transaction, SEC Filing, 8-K, Corporate Aircraft