The costs of soliciting proxies will be borne by the Company. In addition to the use of the mails, solicitation may be made by employees of the Company by telephone, electronic communications, and personal interview. These persons will receive no compensation other than their regular salaries, but they will be reimbursed by the Company for their actual expenses incurred in such solicitations.

At the meeting, holders of the $0.01Class A Common Stock, par value Class A common stock$0.01 per share, of the Company (the “Common Stock”) of the Company will be entitled to one vote, in person or by proxy, for each share of the Common Stock owned of record as of the close of business on February 14, 2018.20, 2024. On that date, the Company had 92,192,732 125,327,180shares of the Common Stock outstanding and entitled to vote at the meeting. 2,946,6644,428,038 of such shares were held by the trust division of Simmons Bank (“Bank”) in a fiduciary capacity, of which 142,250 155,586shares cannot be voted by the Bank at the meeting.

All actions requiring a vote of the shareholders must be taken at a meeting at which a quorum is present in person or by proxy. A quorum consists of a majority of the outstanding shares entitled to vote upon a matter. With respect to each of Proposals1,3,4, and5, approval requires that the votes cast “for” the proposal exceed the votes cast “against” it.

With respect to Proposal 2, the Company’s articles of incorporation and by-laws provide that, in an “uncontested election,” which is an election in which the number of nominees for director is less than or equal to the number of directors to be elected, a nominee for director must receiveshall be elected by a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the votes cast “for” a director nominee must exceed the votes cast “against” such nominee. If an incumbent nominee does not receive the required votes for election at the meeting, the Company’s by-laws require that the director immediately tender his or her resignation to the Board. The Board, through a process managed by the Board’s Nominating and Corporate Governance Committee (“NCGC”), will consider whether to accept the director’s offer of resignation and will publicly disclose its decision.

The enclosed proxy card also provides a method for shareholders to abstain from voting on each other matter presented. By abstaining with respect to any of Proposals 1 3, 4, or through5, shares will not be voted either for“for” or against“against” the subject proposals,proposal but will be counted for quorum purposes. Abstentions, therefore,

If your shares are held in a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name,” and these proxy materials have been forwarded to you by your broker or other nominee (the “record holder”) along with a voting instruction card.form. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. A broker non-vote“broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received a voting instructionsinstruction from the beneficial owner and does not have discretionary voting power with respect to that item. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, andDue to various regulatory rules of Financial Industry Regulatory Authority and New York Stock Exchange,requirements, brokers or other nominees may not exercise discretionary voting power on the election of directors, executive compensation or other significant matters as determined by the Securities and Exchange Commission.non-routine matters. While brokers or other nominees might still be permitted to exercise discretionary voting power for Proposal 4 (the ratification of BKD,FORVIS, LLP as our independent auditor), brokers and other nominees may not exercise discretionary voting power for Proposals 1 through 3 (number of directors, election of directors, and approval of executive compensation) or, and the Company believes that brokers and other nominees may not exercise discretionary voting power for Proposal 5 (approval of increase in authorized shares). Due to the broadSimmons First National Corporation Second Amended and indefinite scope of the discretionary voting prohibition, it is not expected that brokers or other nominees will attempt to exercise any discretionary voting power.Restated 2015 Employee Stock Purchase Plan). As a result, if you do not provide specific voting instructions to your record holder, the record holder may not vote theyour shares on Proposals 1 through 3 or Proposal 5. Accordingly, it is particularly important that you provide voting instructions to your broker or other nominee so that your shares may be voted on the matters presented at the Annual Meeting.

If your shares are treated as a broker non-vote,non-vote, your shares will be counted in the number of shares represented for purposes of determining whether a quorum is present. However, broker non-votesnon-votes will not be included in vote totals (neither for“for” nor against) and therefore“against”). Therefore, with respect to Proposals 1 through5, broker non-votes will not affect the outcome of the vote on any of the proposals being voted upon.

In the event a shareholder executes the proxy but does not mark the ballotproxy to vote (or abstain) on any one or more of the proposals, the proxy will be voted “For” Proposals 1,all of the director nominees in Proposal 2 and “For” Proposals1,3,4, and 5.5, as applicable. Further, if any matter, other than the matters shown on the proxy, is properly presented at the meeting which may be acted upon without special notice under Arkansas law, the proxy solicited hereby confers discretionary authority to the named proxies to vote in their sole discretion with respect to such matters, as well as other matters incident to the conduct of the meeting. On the date of the mailing of this Proxy Statement,proxy statement, the Board has no knowledge of any such other matter which will come before the meeting. To obtain directions to attend the annual meeting of shareholders and vote in person, please contact Ed Bilek, Director of Investor and Media Relations, at investorrelations@simmonsbank.com or 501-263-7483.

The following table sets forth (except as otherwise indicated, as of January 31, 2024) (1) all persons known to management who own, beneficially or of record, more than 5% of the outstanding Common Stock, (2) the number of shares of Common Stock owned by the named executive officers in the Summary Compensation Table, (3) the number of shares of Common Stock owned by each current director and director nominee (as reported by each director and nominee), and (4) the number of shares of Common Stock owned by all current directors and current executive officers as a group.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 1 TO RATIFY THE ACTION OF THE BOARD TO FIX THE NUMBER OF DIRECTORS AT FIIFTEEN (15)FOURTEEN (14).

Financial Officer of Stephens Inc.). In each of these cases, the fees paid were below the independence thresholds of the NASDAQ listing standards, and the Board determined that the relationship did not interfere with the director’s ability to exercise independent judgment as a director of the Company.

The proxies hereby solicited will be voted for the election of the nominees shown below, as directors, to serve until the next annual meeting of the shareholders and until their successors are duly elected and qualified, unless otherwise designated in the proxy. If at the time of the meeting any of the nominees should be unable or unwilling to serve, the discretionary authority granted in the proxy willmay be exercised to vote for the election of a substitute or substitutes.substitutes selected by the Board. Management has no reason to believe that any substitute nominee or nominees will be required.

The nominees possess a wide range of qualifications and perspectives that contribute to strong oversight. The tables below highlight each nominee’s skills, experience, and background, as well as certain demographic, diversity, and tenure information.

The information shown below in our Board Diversity Matrix is based on voluntary self-identifications made by each director serving on the Board as of the listed dates. Each category listed in the Board Diversity Matrix has the meaning used in Nasdaq Listing Rule 5605(f).

The Board believes that Mr. Clark’s experience within the commercial construction industry provides needed skills in the assessment of the construction industry utilized by the Company in setting policies involving the allocation of credit and lending priorities.

Mr. Cossé also currently serves on the boards of Murphy Oil Corporation (a NYSE listed company),South Arkansas Regional Hospital and SHARE Foundation. He is a former member of the board of directors of Murphy Oil Corporation, the Board of Trustees of Loyola University New Orleans, and he is past chairman of the South Arkansas Chapter of the American Red Cross and is on the advisory board of Turning Point.Cross. Mr. Cossé is a member of the Louisiana Bar Association, Arkansas Bar Association and Union County Bar Association.

The Board believes that Mr. Cossé’s experience as an executive officer, general counsel and principal financial officer provides needed skills in the assessment of the oil industry utilized by the Company in setting policies involving the allocation of credit and lending priorities and in the legal, financial and general business issues facing publicly traded companies.

He began his career in 1980 with Arthur Andersen & Co. in Dallas, Texas, where he worked as a Certified Public Accountant. He joined the Dallas, Texas, office of Trammell Crow Company in 1983, where he worked until he joined Stephens in 1988.

Mr. Doramus was a member of the CHI St. Vincent Infirmary Board of Directors from 2007 to 2016, serving as chairman from 2012 to 2014. Mr. Doramus was a member of the University of Arkansas at Little Rock Board of Visitors from 2004 to 2016. Mr. Doramus served on the Winthrop Rockefeller Foundation board from 2004 to 2009, serving as Chairman in 2009.

Mr. Doramus graduated from Rhodes College in Memphis, Tennessee, with a B.A. degree in Economics and Business in 1980 and received his M.A. degree in Real Estate and Regional Science from Southern Methodist University in Dallas, Texas, in 1982.

The Board believes that Mr. Doramus’Doramus’s experience in accounting and the financial services industry provides needed skills for assisting in the management of the Company’s business, including risk management, internal controls and capital management.

Mr. Drilling, 62,68, was elected to the Board in 2008. He joined AT&T (then Southwestern Bell Telephone Company) in 1979 and has served in various operations positions including customer service, sales and marketing, and the external affairs organization. He was named President of AT&T’s Arkansas Division in 2002. Mr. Drilling then served as AT&T’s Senior Vice President of External and Regulatory Affairs for all fifty states, a position to which he was appointed in 2017. He retired from AT&T in 2020. Mr. Drilling received a B.S. degree in Marketing from the Walton College at the University of Arkansas in 1978 and graduated from the Emory University Advanced Management Program in 1991.

Mr. Drilling has served on numerous boards over the last 3040 years, including:including as past Chairmanchairman of the Arkansas State Chamber of Commerce, Arkansas Children’s Hospital Board of Trustees, University of Arkansas Board of Advisors, former Presidentpresident of the Little Rock Chamber of Commerce Board of Directors, UAMS Arkansas BioVentures Advisory Board, founding member of the Arkansas Research Alliance, and former Presidentpresident of Fifty for the Future and former Vice Chairmanvice chairman of the Arkansas Economic Development Commission.

The Board believes that Mr. Drilling’s experience as an executive within the telecommunication and information technology industry having(having participated in various industry transitions, mergers and technology changeschanges) provides needed skills in the assessment of the technology risks of the Company, the security measures to address these risks and valuable insights involving the executive management of a large, highly-regulatedenterprise.

Mr. Hunt, 72,78, was elected to the Board in 2009. He is an attorney in private practice in Pine Bluff, Arkansas. Mr. Hunt began his practice in 1972 and has thereafter been involved in the active practice of law within Arkansas, primarily in Southeastsoutheast Arkansas. He served as Judge on the Arkansas Court of Appeals from August through December 2008 and has also previously served as a Special Circuit Judge and Special Justice on the Arkansas Supreme Court. Additionally, he served as Director of the Child Support Enforcement Unit, Jefferson County, Arkansas from 1990-2001.1990 to 2001. Mr. Hunt received a B.A. degree in History and Government from Arkansas AM&N College in 1969 and a Juris Doctorate degree from the University of Arkansas Law School in 1971.

Mr. Hunt also serves on the boards of The Economic Development Corporation of Jefferson County, Arkansas,Arkansas; Jefferson HospitalHospital; and Youth Partners. He has also been involved with the Arkansas Ethics Commission, Jefferson County United Way, and the Arkansas Criminal Code Revision Commission. He is a memberLife Member of the NAACP and has served as an NAACP Legal Defense Fund Affiliate Attorney since 1978.

The Board believes that Mr. Hunt’s experience as an attorney and his long-termlong-term familiarity with the business and social environment in southeastern Arkansas providesprovide needed skills in, and insight ininto, the small business and consumer needs of the Company’s banking customers in one of its major markets, southeastern Arkansas.

Mr. Hunter, 65,71, was appointedelected to the Board in January 2017. He is a partnerSenior Counsel in the Commercial Litigation and Labor & Employment Law Client Service Groups of the international law firm Bryan Cave

The Board believes that Mr. Hunter’s experience as an attorney in senior-levelsenior-level governmental and private-sectorprivate-sector roles, as well as his deep knowledge of labor and employment matters, providesprovide needed skills and insight into the legal and regulatory environment in which the Company operates.

Susan Lanigan

Ms. Lanigan,61, was appointed to the Board in 2015. He is a private investor and conducts his real estate investment operation as The Kirkland Group. Mr. Kirkland most recently served as a principal of Anchor Investments, LLC, a private, real estate investment company based in Nashville, Tennessee. The Company had a strategic focus to acquire, own, develop and manage income-producing commercial properties in the Southeast United States and to purchase and reposition residential land or properties. Mr. Kirkland sold his interest in Anchor Investments in 2015.

Ms. Lanigan previously served as Executive Vice President and General Counsel of Chico’s FAS, Inc. since June of 2016.(then a NYSE-listed company) from May 2016 until her retirement in July 2018. She also servesserved as Chair of the Tennessee Education Lottery Commission, a position to which she was appointed by the Governor of the State of Tennessee and approved by the State Legislature, in 2014. Beforefrom 2014 to 2021. Prior to that, she was Executive Vice President and General Counsel of Dollar General Corporation (a NYSE-listed,NYSE-listed company) (“Dollar General”), a Fortune 200 company),company, where she worked from July 2002 until May 2013.

The Board believes that Ms. Lanigan’s experienceexperiences as a senior executive officer and general counsel, and as a board member, of large corporations providesprovide needed skills and insight in addressing legal, financialgovernance and general business issues facing publicly traded companies.

Mr. Purvis, 59,65, was appointedelected to the Board in 2017. He is a partner in a number of real estate development entities and is a partner in L2L Development Advisors, LLC. His career has spanned over 3540 years in real estate and related services. Mr. Purvis previously served as a director of First Texas BHC, Inc., which was acquired by the Company in 2017.

Mr. Purvis currently serves as a director of the Fort Worth Zoo, Fort Worth Streams and Valleys, and Fort Worth Tax Increment Financing District. He attended the Business College at the University of Texas and Texas Christian University, where he received a B.B.A. degree in 1982.

The Board believes that Mr. Purvis’s experience in real estate development and financing provides needed skills for analyzing the real estate industry and setting policies involving the allocation of credit and lending priorities within the Texas and other geographic markets of the Company.

Mr. Shoptaw, 71,77, was elected to the Board in 2006. Mr. Shoptaw retired as president of Arkansas Blue Cross Blue Shield (“ABCBS”), a mutual health insurance company, in 2008, terminating his 39 years of service to that organization. During the 1970s1970’s and 1980s,1980’s, he served in various management and executive capacities with a primary focus in medical services management, professional relations and government programs administration (Medicare administrative operations). In 1987, Mr. Shoptaw became the Executive Vice President and Chief Operating Officer of ABCBS and was named President and CEO in 1994. After retiring as President and CEO in 2008, he served as Chairman of the Board of Directors of ABCBS from 2009 to 2016. Thereafter, he continued on the ABCBS Board of Directors and served as Chairman of the Audit Committee until March of 2022.

Mr. Shoptaw received a B.A. in Economics from Arkansas Tech University in 1968, an M.B.A. from Webster University in Business Administration and Health Services Management and completed the Advanced Management Program at Harvard University Business School in 1991.

Mr. Shoptaw currently serves as a memberChairman of the board of directorscommissioners of Arkansas Center for Health Improvement, the Little Rock Metrocentre Improvement District,District. In the recent past, he served as a founding board member of the Arkansas Research Alliance, and ischaired the past ChairmanBoard of the boardVisitors of visitors of Thethe University of Arkansas College of Medicine.

The Board believes that Mr. Shoptaw’s experience and past performance as the president of a large mutual health insurance company providesprovide needed skills and insight into the health care industry, health insurance industry and the financial and executive management of a large, successful business enterprise.

Julie Stackhouse

Ms. Stackhouse,65, was elected to the Board in 2021. In 2020, she retired as an executive vice president at the Federal Reserve Bank of St. Louis, where she was responsible for bank regulation, including supervision of bank holding companies and state member banks, as well as discount window lending, community development, and learning innovation functions. Prior to joining the Federal Reserve Bank of St. Louis in 2002, Ms. Stackhouse held managerial roles at the Federal Reserve Banks of Kansas City and Minneapolis. Ms. Stackhouse graduated summa cum laude from Drake University in 1980 with a B.S. degree.

Mr. Teubner, 61,67, was appointedelected to the Board in 2017. He iswas the Co-Founder and CEO of HostBridge Technology, LLC, a computer software company.company, for 20 years. With the acquisition of HostBridge Technology, LLC by Broadcom, Inc. in 2022, Mr. Teubner now serves as a Distinguished Engineer within Broadcom’s Mainframe Software Division. Mr. Teubner previously served as a Chairman of Southwest Bancorp, Inc., which was acquired by the Company in 2017.

The Stillwater, Oklahoma, Chamber of Commerce honored himMr. Teubner as Citizen of the Year in 1992, Small Business Person of the Year in 1991 – 92, and Small Business Exporter of the Year in 1992 – 93. In 1993, he received the Outstanding Young Oklahoman award given annually by the Oklahoma Jaycees. In 1997, Oklahoma State University (OSU) named Mr. Teubner as a recipient of its Distinguished Alumni award. During 1996 and 1997 he served on the Citizen’s Commission on the Future of Oklahoma Higher Education. In 1998, he was inducted into the OSU College of Business Hall of Fame. Currently, he serves on the board of directors of the OSU Research Foundation and its commercialization subsidiary, Cowboy Technology. In 2019, he was appointed by the Governor of Oklahoma to serve on the board of the Oklahoma Center for the Advancement of Science and Technology (OCAST). In 2022, he was appointed by the Governor of Oklahoma to serve on the Oklahoma Broadband Governing Board. Mr. Teubner is a past director of the Oklahoma City branch of the Federal Reserve Bank of Kansas City.

The Board believes that Mr. Teubner’s experience in the technology industry provides needed skills for assessing the role of information technology within the Company and its subsidiaries, as well as addressing technology-relatedtechnology-related risks within the financial industry.

Ms. West, 49,55, was appointedelected to the Board in 2017. She currently serves as the Executive Vice President and Chief FinancialOperating Officer and Treasurer at Murphy USA Inc., a NYSE-listed retailer of gasoline products and convenience store merchandise listed onmerchandise. From August 2013 to February 2024, she served as the New York Stock Exchange,Executive Vice President, Chief Financial Officer and has held that role since August 2013.

The Board believes that Ms. West’s experience in accounting and finance, as well as her leadership roles in large, public companies, provide needed skills for assisting in the oversight of the Company’s business, including audit, risk management, internal controls and capital management.

During 2017,2023, the Board maintained and utilized the following committees: Executive Committee, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (“NCGC”)NCGC, and Risk Committee.

During 2017,2023, the Audit Committee was composed of Robert L. Shoptaw (Chairman)(Chair), Jay D. Burchfield, Steve Cossé, Edward Drilling, Eugene Hunt, Chris Kirkland,Jerry Hunter, Scott McGeorge, Julie Stackhouse, and Mindy West. The Board has determined that Messrs. Shoptaw Burchfield, and Kirkland,Cossé, along with Mrs.Ms. West, serve asconstitute financial experts on the Audit Committee. This committee provides assistance to the Board in fulfilling its responsibilities concerning accounting and reporting practices by regularly reviewing the adequacy of the internal and external auditors, the disclosure of the financial affairs of the Company and its subsidiaries, the control systems of management and internal accounting controls. During 2017,2023, this committee met 9 times.

The Compensation Committee, which was composed of Jay Burchfield (Chairman)(Chair), Steven A.Steve Cossé, Mark C. Doramus, Jerry Hunter, W. Scott McGeorge, and Robert L. Shoptaw, met 7 times during 2017.

The NCGC, which was composed of Susan Lanigan (Chair), Steve Cossé, Jerry Hunter, Robert L. Shoptaw, and Mindy West, met 3 times during 2017.

The Risk Committee, which was composed of Mark C. Doramus (Chairman)(Chair), Steven A.Dean Bass, Jay D. Burchfield, Marty Casteel, William Clark, Steve Cossé, Edward Drilling, Eugene Hunt, W.Jerry Hunter, Susan Lanigan, George Makris, Jr., Scott McGeorge, Tom Purvis, Robert L. Shoptaw, Julie Stackhouse, Russ Teubner, and until his retirement from the Board on September 5, 2017, Joseph D. Porter,Mindy West, met 24 times during 2017.

The Company encourages all Board members to attend the annual shareholders’ meeting. Historically, the directors of the Company and its subsidiaries are introduced and acknowledged at the annual shareholders’ meeting. All seventeen of the current directors who stood for election at the 20172023 annual shareholders’ meeting attended the Company’s 20172023 annual shareholders’ meeting.

The Board met ten7 times during 2017,2023, including regular and special meetings. All incumbent directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the committees on which, such directorand during the time period in which, they served.

The Company’s Corporate Governance Principles and Procedures do not mandate the separation of the offices of Chairman of the Board and Chief Executive Officer. The Board believes that a unified leadership structure with an experienced executive management team is more beneficial to the Company than a bifurcated leadership structure mandating the separation of the ChairmanDuring recent history, and, the CEO. Overindeed, over the last 30 years, there have beenseveral decades (except for certain brief periods whereperiods), the offices of Chairman of the Board and CEOChief Executive Officer were held by different persons. The few brief instances of separation were during transitions in the executive managementsame person. However, effective January 1, 2023, the Board decided to separate these roles, appointing George Makris, Jr. as Executive Chairman and Chairman of the Company. After the management transition was completed, the Board in each instance has chosen to return to a unified leadership structure.and Bob Fehlman as Chief Executive Officer. The Board believes that it is in the best interestsinterest of the Company to provide flexibility in the Company’s leadership structure to address differences in the Company’s operating environment as well as differences in the experience, skills, and capabilities of the executive management team serving the Company from time to time. The Board believes that the separation of the roles of Chairman of the Board and Chief Executive Officer promote a variety of significant goals, including, among others, continuity of board leadership, enhanced focus on strategic business initiatives, and effective succession planning. While the Board still believes the unificationseparation of the Chairman of the Board and Chief Executive Officer positions is currently in the Company’s and shareholders’ best interest,interests, the Board is authorized to separatecombine these positions should circumstances change in the future.

In addition, in an effort to strengthen independent oversight of management and to provide for more open communication, Steven A.Steve Cossé has served as ChairmanChair of the Executive Committee and as Lead Director during 2017.for a number of years. Following the separation of the Chairman of the Board and Chief Executive Officer roles in 2023, Mr. Cossé has continued to serve as Lead Director and Chair of the Executive Committee. Mr. Cossé, as an independent Lead Director, chairedchairs executive sessions of the Board conducted without management. These sessions are generally held during eachin connection with regularly scheduled Board meeting.meetings. Management also periodically meets with the Lead Director to discuss Board and Executive Committee agenda items.

Code of Ethics — General.    The Company has adopted a general Code of Ethics applicable to all directors, advisory directors, officers, and associates of the Company. The Code of Ethics is designed to promote the conductconducting the business of the Company in accordance with the highest ethical standards of conduct and to promote the ethical handling of conflicts of interest, full and fair disclosure, and compliance with laws, rules, and regulations. Additionally, under the Code of Ethics, directors, advisory directors, officers, and associates or Directors who learn of a business opportunity in the course of their service for the Company generally cannot appropriate that opportunity for themselves or for others, but must allow the Company to take advantage of the opportunity. The Company’s Code of Ethics is designed to provide guidance and resources to help ensure that:

Any material departure from a provision of the Code of Ethics on behalf of a member of the Ethics Committee,by a director, advisory director, officer, or an executive officerassociate may be waived by the Ethics Committee (in the case of an officer or associate (other than an executive officer)) or the Nominating and Corporate Governance CommitteeNCGC (in the case of a director)director, advisory director, or executive officer) and shall, as appropriate, be reported to the Board, and any such waiver will be promptly disclosed ason its website to the extent required by applicable law, rule, or regulation.

Code of Ethics for Finance Group.    The Board has adopted a separate Finance Group Code of Ethics for the Finance Group that supplements the Code of ConductEthics and applies to the Company’s Chief Executive Officer, Chief Financial Officer, the Chief Accounting Officer, and Controller and all other officers and associates in the Company’s Finance Group.and Accounting, Treasury,

and Tax Departments of the Company and its subsidiaries. To the extent required by applicable law, rule, or regulation, the Company will disclose any amendments or waivers with respect to its Finance Group Code of Ethics on its website.

Both of these Codes of Ethics may be found on the Company’s website at www.simmonsbank.com in within the “Investor Relations” page under “ESG — Governance Documents section of Investor Relations. The Company will disclose any amendments or waivers with respect to its Code of Ethics for Financial Group on its website.

From time to time, Simmonsthe Bank (“Bank”), the banking subsidiary of the Company, and such other banking subsidiaries of the Company as are, or may have been, in operation from time to time, have made loans and other extensions of credit to directors, officers, employees, and members of their immediate families, and certain other related interests; and from time to time directors, officers, employees, and members of their immediate families, and certain other related interests have placed deposits with these banks. These loans, extensions of credit, and deposits were made in the ordinary course of business on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not related to the Company and did not involve more than the normal risk of collectability or present other unfavorable features. The Company generally considers banking relationships with directors and their affiliates to be immaterial and as not affecting a director’s independence so long as the terms of the credit relationship are similar to those with other comparable borrowers not related to the Company.

In assessing the impact of a credit relationship on a director’s independence, the Company deems any extension of credit which complies with Federal Reserve Regulation O to be consistent with director independence. The Company believes that normal, arm’s-lengtharm’s-length banking relationships entered into in the ordinary course of business do not negateaffect a director’s independence.

Regulation O requires such loans to be made on substantially the same terms, including interest rates and collateral, and following credit-underwritingcredit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by the subsidiary banksbank of the Company with other persons not related to the Company. Such loans also may not involve more than the normal risk of repayment or present other unfavorable features. Additionally, no event of default may have occurred, nor may any such loans be classified or disclosed as non-accrual,non-accrual, past due, restructured, or a potential problem loan. The Company’s Board will review any credit to a director or his or her affiliates that is criticized by internal loan review or a bank regulatory agency in order to determine the impact that such classification may have on the director’s independence.

An immediate family member of Mr. George A. Makris, Jr., Executive Chairman and CEO,Chairman of the Board, is employed by the Company. In 2017,2023, Mr. Makris’sMakris, Jr.’s son, George A. Makris III, served as Executive Vice President, General Counsel, and Secretary and received cash and equity compensation as set forth in the Summary Compensation Table. Such compensation is determined on a basis consistent with the Company’s human resources policies and is reviewed and approved by the Compensation Committee.

An immediate family member of Matthew Reddin, who served as Executive Vice President and Chief Banking Officer until July 2023, is employed by the Company. In 2023, Mr. Reddin’s sister, Caroline Butler, served as a Senior Vice President of the Bank and received cash and equity compensation consisting of approximately $404,416.$295,918. Such compensation is determined on a basis consistent with the compensation provided to other employees ofCompany’s human resources policies and was reviewed by the same level with similar responsibilities.

Related party transactions may present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interestsinterest of the Company and its shareholders.

The Board has responsibility for the oversight of risk management. The Board, either as a whole or through its committees, regularly discusses with management the Company’s major risk exposures, their potential impact on the Company, and the steps being taken to monitor and manage them.

While the Board is ultimately responsible for risk oversight, the Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Risk Committee assists the Board in assessing and managing the various risks of the Company.Company (including, among others, asset, liability, liquidity, and credit risks, as well as certain risks associated with fraud, third-party vendors, cybersecurity, and information technology). To aid the Risk Committee in its responsibilities, ManagementCompany management has appointedformed an Enterprise Risk Management Committee of senior executives and has allocated responsibilities for the administration of the risk management program to our Executive Vice President of Internal Audit. Each of these committeesthe Company’s chief risk officer. The Board has adopted chartersa charter for the Risk Committee that outline their respectiveoutlines its particular duties.

The Audit Committee, composed of independent directors, focuses on financial risk exposures, including internal controls, and discusses with management, the internal auditors, and the independent registered public accountants the Company’s policies with respect to financial risk assessment and management, including risks related to fraud and liquidity. The Compensation Committee, also composed of independent directors, focuses on the managementoversight of risks associated with compensation policies and programs.

Environmental, Social, and Governance (“ESG”) Considerations

The Company, along with its subsidiaries, is committed to enhancing the communities that we serve and maintaining an organization that operates with integrity. The Company’s Board is responsible for overseeing the business and affairs of the Company, including matters that relate to ESG considerations. Certain ESG topics are overseen by particular Board committees, including corporate governance matters, which are overseen by the NCGC, and human resources matters, including matters related to our corporate culture, which are overseen by the Compensation Committee. Day-to-day ESG affairs are managed by the Company’s senior management. The following summary highlights certain aspects of our activities, policies, and practices that relate to ESG matters.

Community Engagement

•During 2017, four2023, Simmons Bank and its associates fostered 2,696 community engagement activities including offering financial education to adults and children.

•During 2023, Simmons Bank originated approximately $781.5 million in Home Mortgage Disclosure Act (HMDA) loans.

•Simmons Bank worked with Simmons First Foundation to provide 18 community equity grants and 38 make a difference grants to organizations offering work readiness programs, affordable housing, and community services.

•Simmons Bank’s automatic savings program, Round-Up, helped customers save more than $5.5 million during 2023. More than 24,600 customers used the program in 2023, which rounds up debit card purchases to the nearest whole dollar and places the money into a Simmons Bank deposit account.

•During the fifth annual “Simmons Service Month,” held in September 2023, Simmons associates volunteered to benefit numerous organizations throughout the communities we serve. In 2023, associates contributed more than 5,500 “units,” comprised of volunteer hours and in-kind or cash donations, to impacted communities across our footprint. In honor of its associates who volunteered fifteen or more hours during Simmons Service Month, Simmons Bank donated $150 to a charity of the associate’s choice.

Shareholders may communicate directly with the Board by sending correspondence to the address shown below. If the shareholder desires to communicate with a specific director, the correspondence should be addressed to such director. Any such correspondenceCorrespondence addressed to the Board will be forwarded to the Chairman of the Board for review. The receipt of the correspondence and the nature of its content will be reported at the next Board (or appropriate committee of the Board) meeting and appropriate action, if any, will be taken. Correspondence addressed to a specific director will be delivered to such director promptly after receipt by the Company. Each such director shall review the correspondence received and, if appropriate, report the receipt of the correspondence and the nature of its content to the Board at its next meeting so that the appropriate action, if any, may be taken.

During 2017,2023, the NCGC was composed of Steven A.Susan Lanigan (Chair), Steve Cossé (Chairman), Jay Burchfield, Mark C. Doramus, W. Scott McGeorge,Jerry Hunter, Robert L. Shoptaw, and effective July 19, 2017, Susan Lanigan. AllMindy West. The Board appoints each member of the members of the committee satisfied the independence standardsNCGC and has determined that each member is, and each member who served during 2023 was, independent in accordance with the NASDAQ listing standards.rules. A function of the NCGC regarding nominations is to identify and recommend individuals to be presented for election or re-electionre-election as Directors.

The Board is responsible for recommending nominees for directors to the shareholders for election at the annual shareholders’ meeting. The Board has delegated the identification and evaluation of proposed director nominees to the NCGC. The NCGC charter, which is available for review inwithin the Investor Relations portion“Investor Relations” page of the Company’s web site:site, www.simmonsbank.com (under “ESG — Governance — Governance Documents”), the Company’s by-laws, and certain corporate governance principles and procedures govern the nominations and criteria for proposing or recommending proposed nominees for election and re-electionre-election to the Board and its subsidiaries.

The identification of potential directors and the evaluation of existing and potential directors is a continuing responsibility of the committee.NCGC. The NCGC has not retained any third party to assist it in performing its duties. A proposed director may be recommended to the Board at any time; however, director nominations by shareholders must be made in accordance with the procedures set forth in the Company’s by-lawsby-laws and described in this proxy statement under the heading “Proposals for 20192025 Annual Meeting.”

The Compensation Committee oversees the administration of executive compensation plans, including the design, performance measures and award opportunities for the executive incentive programs and certain employee benefits, subject to final action by the Board in certain cases. DuringTypically, during the first quarter of each calendar year, the committee makesundertakes a specific review focusing on performance and awards for the most recently completed fiscal year and the completion of the process of setting the performance goals for the incentive compensation programs for the current year.

To assist in meeting the objectives outlined above, Korn/Ferry International,Pearl Meyer & Partners, LLC, a compensation and benefits consulting firm, has been retained to advise the Compensation Committee on a regular basis concerning the Company’s compensation programs. The Companycommittee engaged the consultant to provide general compensation consulting services, including executive and director compensation. In addition, the consultant may perform special compensation projects and consulting services upon request by the Compensation Committee or Company.

The Board, upon approval and recommendation from the committee,Compensation Committee, determines and approves all non-incentive based compensation and awards to the CEO.CEO and Executive Chairman. The committeeCompensation Committee reviews the performance of the CEO and Executive Chairman and reviews and approves incentive compensation of the CEO.other executive officers. The CEO reviewsand/or Executive Chairman also review the performance and compensation of the other executive officers, including the other named executive officers, and reportsreport any significant issues or deficiencies, and make recommendations, to the committee.Compensation Committee. The members of the Company’s Human Resources Grouphuman resources department assist in such reviews. The Human Resources Grouphuman resources department regularly reviews the compensation classification system of the Company, which determines the compensation of all employees of the Company and its affiliates. The Company’s compensation program is based in part on market data. The Compensation Committee also acts upon the proposed grants of stock-basedstock-based compensation preparedrecommended by the CEO and/or Executive Chairman for other executives.

In determining the amount of named executive officer compensation each year, the Compensation Committee reviews competitive market data from the banking industry as a whole and the peer group specifically. It makes specific compensation decisions and grants based on a review of such data, Company performance, and individual performance and circumstances. For performance-basedperformance-based incentives, the committeeCompensation Committee sets performance targets using management’s internal business plan, industry and market conditions, and other factors.

The Company periodically engages compensation consultants to aid in the review of its compensation programs. From time to time, the Company engages compensation consultants to provide national and regional general statistical information regarding compensation within the banking industry. The data reviewed may include base salary, bonus, incentive programs, equity compensation, retirement, and other benefits. This information is used to validate the Company’s classification of positions and salaries within its compensation policies.

The Compensation Committee also uses compensation consultants to evaluate its executive and director compensation programs. Presently, the consultant assists such reviews by providing data regarding market practices and making specific recommendations for changes to plan and award design and policies consistent with the Company’s stated philosophies and objectives.

The Compensation Committee assessed the relationships between Korn/Ferry International,Pearl Meyer & Partners, LLC, the Company, the Compensation Committee and the executive officers of the Company for conflicts of interest. In this assessment, the committeeCompensation Committee reviewed the criteria set forth in the SEC’s Reg. 240.10C-1(b)240.10C-1(b)(4)(i)-(vi), NASDAQ Rule IM-5605-5(d)5605(d)(3)(D)(i)-(vi) and such other criteria as it deemed appropriate. The committeeCompensation Committee did not identify any conflicts of interest for Korn/Ferry International.Pearl Meyer & Partners, LLC.

The Board elects executive officers at least annually. All of the executive officers shown in the table below have been officers forof the Company and/or the Bank for at least five years, except for Mrs. ComptonMessrs. Brogdon and Messrs. Massanelli, Burrow, Kanneman, McCaleb, Neeley, Funke,Hobbs and Bryant.Ms. Madea. The table below sets forth the name, age, officer position with the Company and Bank, and principal occupation or employment during the last five years, and tenure of service with the Company:

This section is a discussion of certain aspects of the Company’s compensation program as it pertains to the principal executive officer, the two individuals who, for different portions of 2023, served as principal financial officer, and the three other most highly-compensatedhighly-compensated executive officers during 2017.2023. In addition, this section includes discussion of the 2023 compensation for Matthew S. Reddin, who served as an executive officer until his separation from service on July 5, 2023, and Chad Rawls, who served as an executive officer until July 2023 (Mr. Rawls remains employed by Simmons Bank but, following an internal reorganization, is no longer an executive officer). These fiveeight persons are referred to throughout this discussion as the “named executive officers.officers” or “NEOs.” This discussion focuses on compensation and practices relating to the Company’s most recently completed fiscal year and certain changes to such compensation and practices going forward.

The Company believes that the performance of each of the named executive officers has the potential to impact the profitability of the Company, in both the short-termshort term and long-term.the long term. Therefore, the Company places significant emphasis on the design and administration of its executive compensation program.

The compensation program for the Company is designed and administered by the Compensation Committee.Committee (also referred to as “Committee” for purposes of this discussion). For 2017,2023, the members of this committee were:Committee were Jay Burchfield (Chairman)(Chair), Steven A.Steve Cossé, Mark C. Doramus, Jerry Hunter, W.Susan Lanigan, Scott McGeorge, and Robert L. Shoptaw.

The Company seeks to provide executive compensation packages that are significantly connected to the Company’s overall financial and operational performance, the increase in shareholder value, the success of the Company, and the performance of the individual executive. The main principles of this strategy include the following:

The Compensation Committee strives to meet these objectives while maintaining market competitive compensation levels and ensuring that the Company makes efficient use of its shares, and has predictable expense recognition.

In determining the amount of named executive officer compensation each year, the committeeCompensation Committee reviews competitive market data from the banking industry as a whole and a specific peer group of comparably sized banking organizations. The committeeCommittee uses athis peer group of banking organizations for comparison in setting executive compensation practices and levels of base salary, incentives, and benefits.

Prior to setting the peer group, the committeeCommittee obtains the recommendation of its compensation consultantsconsultant on the makeup of its peer group. Because of its growth strategy,For 2023, the compensation consultant conducted a review of publicly-traded regional banks and recommended a peer group of publicly traded regional banks with assets between approximately $3.8$12.7 billion to $15.1$56.4 billion (approximately one half0.5 to twice2.1 times the Company’s asset size at the time of the recommendation)peer group analysis) located in the states of Alabama, Arkansas, Colorado, Florida, Georgia, Iowa, Illinois, Kansas, Kentucky, Louisiana,Indiana, Missouri, Mississippi, North Carolina, Nebraska, Oklahoma, South Carolina, Tennessee, Texas, and Texas. In recent years, due to the consolidation in the banking industry, there hasVirginia.

The committeeCommittee attempts to make compensation decisions consistent with the foregoing objectives and considerations, including, in particular, market levels of compensation necessary to attract, retain, and motivate the executive officers. Therefore, the aggregate wealth accumulated or realizable by an executive from past compensation grants is considered but not determinative in setting compensation or making additional grants.

The Company’s executive compensation program consists of a mix of separate components that seek to align the executives’ incentives with increasing shareholder value. TheFor 2023, the Company’s executive incentive compensation program includesincluded both non-equitynon-equity and equity incentive compensation.compensation (except in the cases of George Makris, Jr., the Company’s executive chairman, whose incentive compensation program includes only equity incentive compensation; Mr. Reddin, the Company’s previous chief banking officer, who, due to the timing of his separation from service in July 2023, did not receive a non-equity incentive award; and C. Daniel Hobbs, the Company’s chief financial officer, who, due to the timing of his hiring in December 2023, did not participate in any incentive compensation program for 2023). The Company has established target allocations of non-equitynon-equity incentive compensation for participating executive officers. For 2023, for the CEO, the Compensation Committee hasBoard set a target allocation of potential non-equitynon-equity incentive compensation at 85%100% of salary. For theall participating executive officers other than the CEO, the committee hasCompensation Committee set targets for potential non-equitynon-equity incentive compensation based upon the executive’s scope and performance ranging from 25%40% to 70%100% of salary. The Company has also established target allocations of equity incentive compensation for all participating executive officers. For 2023, for the CEO, the Compensation Committee hasBoard set a target allocation of potential equity incentive compensation at 125%135% of salary. For theall participating executive officers other than the CEO, the committee hasCompensation Committee (or, in the case of the executive chairman, the Board) set targets for potential equity incentive compensation based upon the executive’s scope and performance ranging from 40%45% to 80%200% of salary. If performance goals are achieved at the threshold level, the annual grants for equity incentive compensation to such executives will bevest at 75% of target. If performance goals are achieved at the target level, the annual grants for equity incentive compensation to such executives will bevest at 100% of target. If performance goals are achieved at the maximum level, the annual grants for equity incentive compensation to such executives will bevest at 150% of target. TheIn recent years, the annual grants for equity incentive compensation consisthave consisted of restricted stock awards, restricted stock unit awards, performance share unit awards and/or stock options as specified by the committee. The Compensation Committee has expanded its use of different equity incentive vehicles by utilizing restricted stock awards, restricted stock units, performance share units and non-qualified stock options.Committee.

“Total direct compensation” means annual base salaries plus bonus plus non-equitynon-equity and equity incentive compensation, excluding non-recurringnon-recurring, special purpose grants.grants, payments, or bonuses (including, for the avoidance of doubt, bonuses for the successful completion of mergers and acquisitions). The foregoing percentages are based on the full grant date fair value of annual compensation (calculated in accordance with Accounting Standards Codification Topic 718, Compensation — Stock Compensation). Please refer to the discussion of Accounting Standards Codification Topic 718, Compensation — Stock Compensation, which precedes the 20172023 Summary Compensation Table, below.

The Company emphasizes market practices in the design and administration of its executive compensation program. The Compensation Committee’s philosophy is that incentive pay should generally constitute a significant component of total direct compensation. The executive compensation program utilizes stock options, restricted stock awards, restricted stock units and performance share units, although no stock options or restricted stock awards were issued during 2017.2023. Equity incentive performance measures generally should promote shareholder return and earnings growth, and the plan design should be based upon a direct connection between performance measures, the participant’s ability to influence such measures, and the award levels.

Consistent with the recommendation of the compensation consultant, the Compensation Committee has included restricted stock units and performance share unit awards as components of the 20172023 incentive compensation program.

The Company takes shareholder feedback on its compensation programs very seriously. The Company appreciates that over 97%approximately 95% of shares votingthat voted on the Company’s “say-on-pay” proposal at the 20172023 Annual Meeting of Shareholders approved the 2022 compensation of the named executive officers, as disclosed in the 20172023 proxy statement, and the Compensation Committee views this as an indication that the Company has been generally effective in implementing its compensation philosophy and objectives. Nevertheless, the Compensation Committee recognizes that executive pay practices and governance continue to evolve, and the Compensation Committee continuesis committed to evaluatecontinually evaluating the Company’s practices in this area, including through the use of advisors, to help ensure that they support the Company’s overall strategic goals.

The four primary components of the Company’s executive compensation program are:

Base salary is designed to provide competitive levels of compensation to executives based upon their experience, duties, and scope of responsibility. The Company pays base salaries because it provides a basic level of compensation and is necessary to recruit and retain executives. The Company may use annual base salary adjustments to reflect an individual’s performance or changed responsibilities.responsibilities and to offset cost of living increases. Base salary levels are also used as a benchmark for the amount of incentive compensation opportunity provided to an executive. For example, participation in the cash incentive plan (“CIP”) is set within a range of base salary based upon the executive’s scope of responsibility and the executive’s performance.

In certain years, the Company has paidissued one-time, discretionary bonuses forin special situations, such as in connection with onboarding a new (or promoting an existing) executive officers for special circumstances butor certain mergers and acquisitions. While the Company does not regularly utilizehave a practice of routinely utilizing discretionary bonuses as a significant part of the executive compensation program. The Compensationprogram, the Company does believe that such compensation may be appropriate in special situations, such as the Company’s successful merger and acquisition activities. In addition, in recent years, competition among financial institutions for key personnel has increased, and, in the Company’s experience, one-time bonuses can be an important and effective tool for recruiting and retaining key personnel who may have other employment opportunities. As a result, the Committee has recently re-examined its position regarding discretionary compensation, including discretionarycontinues to believe the Company should be able to award one-time bonuses where special circumstances warrant and has utilized discretionaryfurther believes that such use of these types of bonuses is consistent with the practices of many of the Company’s peers (and, again, is important to maintaining competitive pay practices at the Company). During 2023, the Company issued a cash signing bonus in the amount of $225,000 to C. Daniel Hobbs, the Company’s chief financial officer, in connection with the successful completion of certain recent acquisitions. In 2017, the Compensation Committee approved discretionary bonuses in the form of restricted stock units and cash to certain executive officers, including Messrs. Makris, Fehlman, Casteel, and Kanneman, for exemplary service and leadership in connection with the Company’s acquisitions of Citizens National Bank, Hardeman County Investment Company, Inc., First Texas BHC, Inc., and Southwest Bancorp, Inc.

The Company uses the CIP as a short-termshort-term incentive to encourage achievement of its annual performance goals. The CIP focuses on the achievement of annual financial goals and awards.operating goals. The CIP is designed to:

The CIP is designed to provide executives with market competitive compensation based upon their scope of responsibility. The size of an executive’s CIP award is influenced by these factors, market practices, Company performance, and individual performance. The Compensation Committee generally sets the

For 2023, company-wide adjusted pre-provision net revenue (“PPNR”) and adjusted efficiency ratio (“ER”) were approved as underlyingthe performance parametersmetrics for the CIP for Messrs. Fehlman, Brogdon, Makris III, and Massanelli. For Mr. Rawls, PPNR, as well as commercial loan asset quality factors (“AQ Factors”), were approved as the performance metrics for the CIP for 2023. The Committee developed corresponding threshold, target, and maximum performance levels for each measure.the PPNR and ER metrics. The Committee also set target annual incentive opportunities for each participating named executive officer, measured as a percentage of base salary. Threshold and maximum payout opportunities, at 50% and 200% of target, were established for each performance goal.the PPNR and ER metrics. No portion of the annual incentive payout iswas guaranteed. If threshold core diluted earnings per sharePPNR or threshold efficiency ratioER performance levels arewere not achieved, no payouts willwould be made under the CIP for that plan metric. Additionally, for Mr. Rawls, the AQ Factors were

The Compensation Committee’s review of annual incentive pay practices at the Company. These plan design changes include:

The committeeCompensation Committee also assesses actual performance relative to pre-setpre-set levels and, in doing so, determines the amount of any final award payment. In determining final awards and in evaluating personal performance, the committeeCommittee considers adjustments to GAAP net income and other corporate performance measures for unplanned, unusual, non-recurring, or non-recurring items of gain or expense.

Each participant in the CIP is allocated a targeted incentive as a percentage of his or her base salary which is payable if and to the extent the Company’s performance satisfies the Target performance pointslevel for all componentseach component under the CIP and satisfies(or, for the qualifying criteria.AQ Factors for Mr. Rawls, if the Company’s performance meets or exceeds the target goal), subject to Committee adjustment. The table below shows the targeted benefit for the participating named executive officers for 2017.

For the participating named executive officers (except Mr. Kanneman)Rawls), the identification and weighting of the CIP components iswas uniform and limited to core diluted earnings per sharePPNR and efficiency ratio.ER. For Mr. KannemanRawls, the identification and weighting of the CIP components included PPNR (weighted at 50%) and AQ Factors (weighted at 50%). For certain other business executives participating in the plan, the applicable CIP components may also include individualincluded other individualized performance criteria related to the executive’s duties or performance components within the business line the executive manages. Further, the weighting of the CIP components may vary among the other participants in the CIP. The weighting of the CIP components for the named executive officers participating in the CIP in 2017 is2023 was as follows:

The core diluted earnings per share isPPNR component was based upon the Company’s core earnings2023 “adjusted pre-provision net revenue” (net interest income plus noninterest income minus noninterest expense, then adjusted to exclude the tax adjustedfor certain items (on a pre-tax basis), including merger related expense,costs, branch right sizing expense, anyrightsizing costs, early retirement program costs, gain/loss on sale of securities, gain on insurance settlement, and FDIC Loss Share termination expense and any non-recurring expenses) divided by the diluted average number of shares outstanding for the period.special assessment). For the participating named executive officers, this component iswas allocated 50% of the participant’s targeted CIP benefit. The performance levels for 20172023 were set by the Compensation Committee considering 2022 results and the Company’s budget for 2023. The PPNR target was set at $410,000,000. The threshold level was set at $369,000,000, and the maximum was set at $451,000,000. If 2023 PPNR was below the threshold, there would be no PPNR entitlement (absent the exercise of Committee discretion).

The ER component was based upon the Company’s performance for 2016. The core earnings per share target is set at $1.775, representing an 8% increase from the core earnings per share for 2016. The threshold level is set at

In addition, for Mr. Rawls, the AQ Factors component was allocated 50% of Mr. Rawls’ targeted CIP benefit and 89% ofwas based upon the 2017 Threshold. The actual efficiency ratio for 2017 was 55.3%. The 2017 results for this component exceededfollowing with respect to the Target but did not reach the Maximum for 2017. The prorated formula for performance in excess of the Target but less than Maximum provided a benefit from the efficiency ratio improvement component of 123% of the allocated target benefit.

Each of the AQ Factors met or exceeded its target goal except “Criticized Loans to Total Loans,” for which performance did not meet the target goal.

However, threshold performance for the PPNR and ER components discussed above,was not achieved. As a result, none of the CIP hasparticipating named executive officers except Mr. Rawls qualified for payment of a qualifying criterion that must be satisfied annually in order for any participant to qualify for benefits under the CIP. The failure to satisfy the qualifying criterion will prevent the participant from earning any CIP benefit to which he or she would have been entitled based upon the CIP components discussed above. The qualifying criterion for 2017 waspreviously discussed.