Home BancShares Inc.

03/02/2026 | Press release | Distributed by Public on 03/02/2026 09:11

Material Event (Form 8-K)

Item 8.01 Other Events.
As previously announced, on December 7, 2025, Home BancShares, Inc. ("Home" or the "Company"), its wholly-owned bank subsidiary, Centennial Bank, an Arkansas state bank ("Centennial"), and Home's wholly-owned subsidiary HOMB Acquisition Sub IV, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Mountain Commerce Bancorp, Inc., a Tennessee corporation ("MCBI"), and its wholly-owned bank subsidiary, Mountain Commerce Bank, a Tennessee state banking corporation ("MCB"), under which Home and Centennial will acquire MCBI and MCB. The Agreement provides that, in a series of transactions, MCBI will merge into Home, with Home as the surviving entity, and MCB will merge into Centennial, with Centennial as the surviving entity (collectively, the "Merger").
On January 13, 2026, Home filed with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4, File No. 333-292708, which registration statement was amended on January 29, 2026, with the filing of Amendment No. 1 thereto (such registration statement, as so amended, the "Registration Statement"). The Registration Statement, which was declared effective by the SEC on January 30, 2026, included as a part thereof, a proxy statement of MCBI and a prospectus of Home (the "proxy statement/prospectus"). MCBI mailed the proxy statement/prospectus to its shareholders on or about January 30, 2026.
Following the announcement of the Merger Agreement, Home and MCBI received two requests from purported MCBI shareholders requesting supplemental disclosures relating to the proposed transaction. While Home and MCBI specifically deny that any supplemental disclosure was or is required or necessary under applicable laws, to avoid the risk of delay of the proposed transaction, to minimize potential expense, uncertainties and distraction, and to provide additional information to MCBI's shareholders, Home and MCBI are making the additional disclosures as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed to be an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.
SUPPLEMENTAL DISCLOSURES TO PROXY STATEMENT/PROSPECTUS
The additional information (the "supplemental disclosures") in this Current Report on Form 8-K supplements the disclosures contained in the proxy statement/prospectus and should be read in conjunction with the proxy statement/prospectus, which should be read in its entirety. To the extent that information set forth in the supplemental disclosures differs from or updates information contained in the proxy statement/prospectus, the information contained in this Current Report on Form 8-K shall supersede and supplement the information contained in the proxy statement/prospectus. Any page references in the information below are to pages in the proxy statement/prospectus, and terms used below have the meanings set forth in the proxy statement/prospectus, unless otherwise defined below. Paragraph references used herein refer to the proxy statement/prospectus before any additions or deletions resulting from the supplemental disclosures included herein.
Background of the Merger
1.The disclosure in the proxy statement/prospectus under the heading "The Merger - Background of the Merger" that begins on page 27 of the proxy statement/prospectus is hereby supplemented by adding the following paragraph as a new paragraph between the fifth and sixth paragraphs on page 29:
All but one of the nondisclosure agreements entered into by MCBI with the fifteen companies with whom MCBI shared information or engaged in discussions regarding a potential transaction during the first quarter of 2025 included a standstill provision prohibiting the company signing the nondisclosure agreement from, for a period of twelve months from the date of the nondisclosure agreement, offering to purchase shares of MCBI or entering into a merger or other business combination transaction involving MCBI and from requesting that MCBI waive any of the standstill provisions included in the nondisclosure agreement, in each case, unless specifically authorized in writing in advance by an authorized representative of MCBI. Accordingly, not until the standstill provision included in an applicable nondisclosure agreement expired could a party to the nondisclosure agreement containing such a provision approach MCBI in order to present an offer to acquire MCBI in a consensual merger or other form that might constitute a superior proposal under Section 5.10 of the Merger Agreement. As of the date of the proxy statement/prospectus, the standstill provisions in all but three of the nondisclosure agreements containing a standstill provision had expired, with two of those having expired prior to the date on which the Merger Agreement was executed. Two of the standstill provisions that remained in effect as of the date of the proxy statement/prospectus expired on February 3, 2026, and February 6, 2026, respectively. As of March 1, 2026, only one standstill provision in a nondisclosure agreement remains in effect. That standstill provision, which is included in the nondisclosure agreement dated March 6, 2025, will expire on March 6, 2026.
As of March 1, 2026, since the announcement of the Merger, none of the companies that were a party to a nondisclosure agreement have contacted MCBI regarding a potential acquisition or other business combination transaction involving MCBI.
Opinion of Piper Sandler & Co., Financial Advisor to MCBI
2.The disclosure under the heading "The Merger - Opinion of Piper Sandler & Co., Financial Advisor to MCBI - Comparable Company Analyses" is hereby amended by deleting the table of company names in the middle of page 40 (the "MCBI Peer Group") of the proxy statement/prospectus and replacing it with the following:
Balance Sheet Capital Position
NPAs¹,²/ Total CRE/
Total Loans/ Total TCE/ RBC Total
Assets Deposits Assets TA³ Ratio⁴ RBC⁵
Company City, State Ticker ($mm) (%) (%) (%) (%) (%)
USCB Financial Holdings, Inc. Doral, FL USCB 2,768 86.8 0.05 7.55 14.20 346.1
Blue Ridge Bankshares, Inc. Richmond, VA BRBS 2,497 98.0 0.98 14.14 22.02 184.4
John Marshall Bancorp, Inc. Reston, VA JMSB 2,325 98.4 0.00 11.17 16.56 340.0
FVCBankcorp, Inc. Fairfax, VA FVCB 2,319 94.0 0.44 10.49 15.77 330.0
CoastalSouth Bancshares, Inc. Atlanta, GA COSO 2,255 79.7 0.43 10.91 12.90 230.1
MainStreet Bancshares, Inc. Fairfax, VA MNSB 2,125 99.8 1.10 8.99 16.18 356.0
Eagle Financial Services, Inc. Berryville, VA EFSI 1,932 88.2 0.73 9.60 15.50 202.4
BayFirst Financial Corp. Saint Petersburg, FL BAFN 1,346 85.3 1.20 6.18 9.71 152.7
First US Bancshares, Inc. Birmingham, AL FUSB 1,147 86.5 0.24 8.49 11.92 261.1
OptimumBank Holdings, Inc. Fort Lauderdale, FL OPHC 1,083 84.7 0.33 10.60 -- 356.0
Mountain Commerce Bancorp, Inc. Knoxville, TN MCBI 1,803 93.8 0.79 7.94 11.99 333.7
LTM Profitability Valuation
Price/
Fee Cost Tang. LTM
Core Core Inc./ Effic. of Book Core Divid. Market
ROAA⁶ ROAE⁶ NIM Rev. Ratio Dep. Value EPS⁶,⁷ Yield Value
Company City, State Ticker (%) (%) (%) (%) (%) (%) (%) (x) (%) ($mm)
USCB Financial Holdings, Inc. Doral, FL USCB 1.19 14.25 3.17 15.2 53.1 2.49 158 11.6 2.2 330
Blue Ridge Bankshares, Inc. Richmond, VA BRBS 0.26 2.25 3.10 14.1 96.0 2.63 109 NM 0.0 386
John Marshall Bancorp, Inc. Reston, VA JMSB 0.88 7.86 2.63 2.7 55.5 2.62 107 14.0 1.5 276
FVCBankcorp, Inc. Fairfax, VA FVCB 0.96 8.85 2.85 4.6 57.0 2.79 97 11.2 1.8 234
CoastalSouth Bancshares, Inc. Atlanta, GA COSO 1.09 11.14 3.41 9.9 58.4 2.79 111 10.7 0.0 238
MainStreet Bancshares, Inc. Fairfax, VA MNSB 0.58 5.88 3.35 4.9 74.6 3.38 80 14.4 2.0 144
Eagle Financial Services, Inc. Berryville, VA EFSI 0.84 10.64 3.26 23.1 69.3 2.02 111 11.3 3.3 203
BayFirst Financial Corp. Saint Petersburg, FL BAFN (1.08) (12.92) 3.75 39.1 89.5 3.44 45 NM 0.0 33
First US Bancshares, Inc. Birmingham, AL FUSB 0.64 6.61 3.53 8.8 70.2 2.14 84 15.4 2.0 82
OptimumBank Holdings, Inc. Fort Lauderdale, FL OPHC 1.62 14.73 4.24 13.3 49.5 2.61 42 6.0 0.0 47
Mountain Commerce Bancorp, Inc. Knoxville, TN MCBI 0.64 8.28 2.37 8.3 60.5 3.24 100 12.5 1.2 144
1) Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
2) Call Report data used for Mountain Commerce Bancorp, Inc.
3) Call Report data used for BayFirst Financial Corp.
4) Call Report data used for BayFirst Financial Corp., CoastalSouth Bancshares, Inc., First US Bancshares, Inc., FVCBankcorp, Inc., John Marshall Bancorp, Inc., MainStreet Bancshares, Inc., and Mountain Commerce Bancorp, Inc. OptimumBank Holdings, Inc.'s total risk-based capital ratio not reported given its election into the Community Bank Leverage Ratio framework.
5) Call Report data used for BayFirst Financial Corp., CoastalSouth Bancshares, Inc., Eagle Financial Services, Inc., First US Bancshares, Inc., FVCBankcorp, Inc., John Marshall Bancorp, Inc., MainStreet Bancshares, Inc., Mountain Commerce Bancorp, Inc., OptimumBank Holdings, Inc., and USCB Financial Holdings, Inc.
6) Non-core financial data used for Blue Ridge Bankshares, Inc. and First US Bancshares, Inc. as defined by S&P Global Market Intelligence
7) Data excluded as "Not Meaningful" for BayFirst Financial Corp. and Blue Ridge Bankshares, Inc. due to a multiple less than 0.0x or greater than 35.0x
3.The disclosure under the heading "The Merger - Opinion of Piper Sandler & Co., Financial Advisor to MCBI - Comparable Company Analyses" is hereby amended by deleting the table of company names in the middle of page 42 (the "Home Peer Group") of the proxy statement/prospectus and replacing it with the following:
Balance Sheet Capital Position
NPAs¹/ Total CRE/
Total Loans/ Total TCE/ RBC Total
Assets Deposits Assets TA Ratio RBC
Company City, State Ticker ($mm) (%) (%) (%) (%) (%)
Prosperity Bancshares, Inc. Houston, TX PB 38,330 79.2 0.31 11.81 18.78 154.2
Hancock Whitney Corporation Gulfport, MS HWC 35,766 82.3 0.35 10.01 15.92 119.3
United Bankshares, Inc. Charleston, WV UBSI 33,407 91.2 0.35 10.82 15.67 293.5
Ameris Bancorp Atlanta, GA ABCB 27,100 95.6 0.22 11.30 15.05 259.2
ServisFirst Bancshares, Inc. Birmingham, AL SFBS 17,584 94.4 0.95 10.06 12.91 302.4
International Bancshares Corporation Laredo, TX IBOC 16,551 75.5 1.07 17.49 24.99 177.6
First Financial Bankshares, Inc. Abilene, TX FFIN 14,842 64.2 0.39 10.44 20.21 103.3
BancFirst Corporation Oklahoma City, OK BANF 14,198 68.3 0.71 11.35 19.93 150.8
First Bancorp Southern Pines, NC FBNC 12,750 77.4 0.31 9.03 16.58 263.5
National Bank Holdings Corporation Greenwood Village, CO NBHC 10,153 87.7 0.27 10.42 16.63 145.8
Home Bancshares, Inc. Conway, AR HOMB 22,708 87.3 0.54 13.08 18.85 212.6
LTM Profitability Valuation
Price/
Fee Cost Tang. LTM 2025
Core Core Inc./ Effic. of Book Core Est. Divid. Market
ROAA ROAE NIM Revenue Ratio Deposits Value EPS EPS Yield Value
Company City, State (%) (%) (%) (%) (%) (%) (%) (x) (x) (%) ($mm)
Prosperity Bancshares, Inc. Houston, TX 1.41 7.22 3.15 13.3 43.8 1.39 163 12.3 12.4 3.4 6,709
Hancock Whitney Corporation Gulfport, MS 1.43 11.66 3.45 26.2 54.5 1.71 154 11.0 11.1 2.8 5,291
United Bankshares, Inc. Charleston, WV 1.36 8.26 3.66 10.5 48.6 2.16 158 12.3 11.6 4.0 5,326
Ameris Bancorp Atlanta, GA 1.54 10.67 3.73 23.2 49.9 1.99 178 12.9 12.8 1.0 5,209
ServisFirst Bancshares, Inc. Birmingham, AL 1.53 16.06 3.02 6.6 33.7 2.78 223 14.7 14.2 1.9 3,946
International Bancshares Corporation Laredo, TX 2.60 14.43 4.53 20.5 36.2 1.52 151 10.3 -- 2.0 4,307
First Financial Bankshares, Inc. Abilene, TX 1.73 14.46 3.76 20.9 45.6 1.62 293 18.4 17.9 2.4 4,419
BancFirst Corporation Oklahoma City, OK 1.77 14.59 3.73 28.8 50.8 2.26 229 15.1 15.3 1.8 3,645
First Bancorp Southern Pines, NC 1.25 10.25 3.28 12.8 52.3 1.48 189 13.9 13.4 1.8 2,114
National Bank Holdings Corporation Greenwood Village, CO 1.33 9.84 3.96 15.6 57.7 2.07 140 11.3 11.8 3.2 1,456
Home Bancshares, Inc. Conway, AR 2.01 11.29 4.46 16.8 41.9 2.06 201 12.3 11.8 2.9 5,580
1) Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned.
4.The disclosure under the heading "The Merger - Opinion of Piper Sandler & Co., Financial Advisor to MCBI - Net Present Value Analyses" is hereby supplemented by adding the following to the first paragraph thereunder as a new second sentence at the bottom of page 43 of the proxy statement/prospectus:
The earnings per share growth rates and estimated dividends utilized by Piper Sandler are described elsewhere in this proxy statement/prospectus under the heading "The Merger - Certain Unaudited Prospective Financial Information" beginning on page 55 of this proxy statement/prospectus.
5.The disclosure under the heading "The Merger - Opinion of Piper Sandler & Co., Financial Advisor to MCBI - Net Present Value Analyses" is hereby supplemented by adding the following table after the Earnings Per Share Multiples chart (Annual Estimate Variance) at the bottom of page 44 of the proxy statement/prospectus:
The following table describes the discount rate calculation for MCBI common stock prepared by Piper Sandler. In its normal course of business Piper Sandler employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate, the equity risk premium, the size premium and the industry premium.
Risk Free Rate 4.75 % 20-year Treasury (as of December 5, 2025)
Equity Risk Premium 5.00 % Per Duff & Phelps Cost of Capital Navigator
Size Premium 2.66 % Per Duff & Phelps Cost of Capital Navigator
Industry Premium (1.55) % Per Duff & Phelps Cost of Capital Navigator
Discount Rate 10.86 %
6.The disclosure under the heading "The Merger - Opinion of Piper Sandler & Co., Financial Advisor to MCBI - Net Present Value Analyses" is hereby supplemented by replacing the first sentence of the paragraph following the Earnings Per Share Multiples chart (Annual Estimate Variance) at the bottom of page 44 of the proxy statement/prospectus with the following sentence:
Piper Sandler also performed an analysis that estimated the net present value per share of Home common stock, assuming Home performed in accordance with publicly available mean analyst earnings per share estimates for Home for the years ending December 31, 2025 through December 31, 2027, as well as an estimated long-term annual balance sheet growth rate of 3% and an estimated annual earnings per share growth rate of 5% for the year ending December 31, 2028 and estimated dividends per share for Home of $0.21 for the quarter ending December 31, 2025 and $0.88 for each of the years ending December 31, 2026 through December 31, 2028, in each case, as provided by the senior management of Home.
7.The disclosure under the heading "The Merger - Opinion of Piper Sandler & Co., Financial Advisor to MCBI - Net Present Value Analyses" is hereby supplemented by adding the following table after the Earnings Per Share Multiples chart (Annual Estimate Variance) in the middle of page 45 of the proxy statement/prospectus:
The following table describes the discount rate calculation for Home common stock prepared by Piper Sandler. In its normal course of business Piper Sandler employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate plus the product of the 2-year beta for Home common stock and the equity risk premium, plus the size premium.
Risk Free Rate 4.75 % 20-year Treasury (as of December 5, 2025)
Equity Risk Premium 5.00 % Per Duff & Phelps Cost of Capital Navigator
Size Premium 0.52 % Per Duff & Phelps Cost of Capital Navigator
2 Year Beta 0.811 Home common stock vs. the S&P 500 index
Discount Rate 9.33 %
8.The disclosure under the heading "The Merger - Opinion of Piper Sandler & Co., Financial Advisor to MCBI - Pro Forma Transaction Analysis" is hereby supplemented by adding the following table directly following the first paragraph thereunder at the bottom of page 45 of the proxy statement/prospectus:
The following table describes estimated earnings per share and tangible book value accretion metrics for Home as indicated in the analysis:
Closing
12/31/2025 		2026E 2027E 2028E
EPS Accretion 1.4 % 3.0 % 3.4 %
TBVPS Accretion 0.2 % 0.5 % 1.0 % 1.5 %
Certain Unaudited Prospective Financial Information
9.The disclosure under the heading "The Merger - Certain Unaudited Prospective Financial Information" is hereby supplemented by adding the following subheading directly following the above-referenced heading on page 55 of the proxy statement/prospectus:
Certain Unaudited Prospective Financial Information of MCBI
10.The disclosure under the heading "The Merger - Certain Unaudited Prospective Financial Information" is hereby supplemented by adding the following disclosure directly following the table at the bottom of page 56 of the proxy statement/prospectus:
Certain Unaudited Prospective Financial Information of Home
In connection with the proposed transaction, for purposes of performing the financial analyses described above under "The Merger-Opinion of Hovde Group, LLC, Financial Advisor to Home," Home senior management provided to Hovde certain unaudited prospective financial information consisting of certain publicly available consensus analyst estimates with respect to Home. A summary of these estimates is set forth below.
This non-public unaudited prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or published guidelines of the SEC regarding forward-looking statements or GAAP. A summary of certain significant elements of the unaudited prospective financial information provided to Hovde by management of Home is set forth below, and is included in this proxy statement/prospectus because such information was used by Hovde in connection with the preparation of its fairness opinion. The information included below does not comprise all of the prospective financial information provided by Home to Hovde.
Although the financial forecast information set forth below is presented with numeric specificity, such information reflects numerous estimates and assumptions made by the independent equity research analysts who prepared the individual forecast estimates from which these consensus estimates were derived. Such estimates and assumptions involve judgments with respect to various factors, which may include, among other things, the future interest rate environment and other economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which Home operates, and the risks and uncertainties described under "Cautionary Note Regarding Forward-Looking Statements," and "Risk Factors," all of which are difficult to predict and many of which are outside the control of Home and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results likely would differ materially from those reflected in the financial forecasts, whether or not the merger is completed. Further, these assumptions do not include all potential actions that management could or might have taken during these time periods. In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. The inclusion of this prospective financial information should not be regarded as an indication that any of Home, MCBI, their respective affiliates, officers, directors, advisors or other representatives considered, or now consider, this prospective financial information to be material information to any MCBI shareholder, particularly in light of the inherent risks and uncertainties associated with such prospective financial information, or that it should be construed as financial guidance, and it should not be relied on as such. In addition, the unaudited prospective financial information set forth below was prepared on or prior to December 2, 2025 and was based on facts and uncertainties that existed at the time such information was prepared, such as the uncertainty of the future interest rate environment, the Federal Reserve's possible actions relating to interest rates and monetary policies and other economic factors, and does not contemplate events or actions taken by Home subsequent to the time it was prepared.
The inclusion of the unaudited prospective financial information below should not be regarded as an indication that Home, MCBI, Piper Sandler or Hovde considered, or now consider, these projections and forecasts to be a reliable predictor of future results.
The prospective financial information is not fact and should not be relied upon as being necessarily indicative of future results, and this information should not be relied on as such, and readers of the proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. No assurances can be given that these financial forecasts and the underlying assumptions are reasonable or that, if they had been prepared as of the date of this proxy statement/prospectus, similar assumptions would be used.
By including this summary of certain financial forecasts, neither Home nor MCBI nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of Home or MCBI compared to the information contained in the financial forecasts. Neither Home, MCBI nor, after completion of the merger, the combined company undertakes any obligation to update or otherwise revise the financial forecasts or financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.
The summary of the unaudited prospective financial information provided by Home is being provided because such information was considered in connection with the merger and was used by Home's financial advisor.
The unaudited prospective financial information set forth below constitutes forward-looking statements. For more information on factors which may cause future financial results to materially vary from those projected in the forecasts, see "Where You Can Find More Information," "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in this proxy statement/prospectus.
The following table presents selected unaudited prospective financial information of Home on a standalone basis (without giving effect to the proposed merger) provided for the periods indicated as of December 2, 2025:
Home (Dollars in thousands, except per share data) Q4 2025 Q1 2026 2026 2027
Net Interest Income $ - $ - $ 916,000 $ 944,927
Noninterest Income $ - $ - $ 188,267 $ 196,289
Expense $ - $ - $ 466,792 $ 483,878
Earnings Per Share $ 0.60 $ 0.59 $ 2.44 $ 2.53
Dividends Per Share $ - $ 0.21 $ 0.84 $ 0.88
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