SMARTFINANCIAL, INC. Enters Material Definitive Agreement

Ticker: SMBK · Form: 8-K · Filed: Aug 20, 2025 · CIK: 1038773

Sentiment: neutral

Topics: material-agreement, financial-obligation, corporate-history

TL;DR

SMARTFINANCIAL just signed a big deal, creating a new financial obligation. Details to follow.

AI Summary

On August 20, 2025, SMARTFINANCIAL, INC. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as CORNERSTONE BANCSHARES INC and EAST RIDGE BANCSHARES INC, is incorporated in Tennessee and headquartered in Knoxville.

Why It Matters

This filing indicates a significant new financial commitment or obligation for SMARTFINANCIAL, INC., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

FAQ

What type of material definitive agreement did SMARTFINANCIAL, INC. enter into?

The filing states that SMARTFINANCIAL, INC. entered into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details of the agreement are not provided in this excerpt.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on August 20, 2025.

What are the former names of SMARTFINANCIAL, INC.?

SMARTFINANCIAL, INC. was formerly known as CORNERSTONE BANCSHARES INC and EAST RIDGE BANCSHARES INC.

In which state is SMARTFINANCIAL, INC. incorporated?

SMARTFINANCIAL, INC. is incorporated in Tennessee.

What is the primary business classification for SMARTFINANCIAL, INC.?

SMARTFINANCIAL, INC. is classified under NATIONAL COMMERCIAL BANKS [6021].

Filing Stats: 1,631 words · 7 min read · ~5 pages · Grade level 11.7 · Accepted 2025-08-20 17:00:15

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement On August 20, 2025, SmartFinancial, Inc. (the "Company") entered into a Subordinated Note Purchase Agreement (the "Purchase Agreement") with certain institutional accredited investors and qualified institutional buyers (the "Purchasers"), pursuant to which the Company sold and issued $100.0 million in aggregate principal amount of its 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes"). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes, including the redemption of up to $40.0 million of its outstanding 5.625% Fixed-to-Floating Subordinated Notes due 2028. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes have a stated maturity of September 1, 2035, are redeemable (i) in whole or in part, on or after September 1, 2030, and (ii) in full, at any time upon the occurrence of certain events. The Notes will bear interest at a fixed rate of 7.25% per year, from and including August 20, 2025 to, but excluding September 1, 2030 or earlier redemption date. From and including September 1, 2030 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate ("SOFR"), plus 385 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR. The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

01

Item 7.01 Regulation FD Disclosure. In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished as Exhibit 99.1 to this Report. The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This Report includes "forward-looking statements" within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including but not limited to statements about the anticipated use of net proceeds from the offering of the Notes, the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company's control. The Company cautions you that the forward-looking statements presented in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Report. Forward-looking statements generally can be identified by the use of forward-looking words such as "may," "might," "should," "could," "predict," "potential," "believe," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would," "annualized," "target" and "outlook," or the negative version of those words or other comparable words of a future or forward-looking nature. Factors that may cause actual results to differ materially from those made or sugge

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 4.1 Indenture, dated as of August 20, 2025, by and between SmartFinancial, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form 7.25% Fixed-to-Floating Rate Subordinated Note due 2035 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto). 10.1 Form of Subordinated Note Purchase Agreement, dated as of August 20, 2025, by and among SmartFinancial, Inc. and the Purchasers. 10.2 Form of Registration Rights Agreement, dated as of August 20, 2025, by and among SmartFinancial, Inc. and the Purchasers. 99.1 Investor Presentation of SmartFinancial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SMARTFINANCIAL, INC. Date: August 20, 2025 /s/ William Y. Carroll, Jr. William Y. Carroll, Jr. President & Chief Executive Officer

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