HOME BANCSHARES INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 18, 2022, Home BancShares, Inc. (the "Company") completed an underwritten public offering of $300 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the "Notes") pursuant to an underwriting agreement dated January 13, 2022 (the "Underwriting Agreement") with Piper Sandler & Co., as underwriter. The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

The Notes were issued pursuant to the Subordinated Indenture, dated as of April 3, 2017 (the "Base Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture, dated January 18, 2022 (the "Supplemental Indenture"), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR ), each as defined in and subject to the provisions of the Supplemental Indenture, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior to January 30, 2027, at the Company's option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company's ability to deduct interest payable on the Notes for U.S. federal income tax purposes or preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

The foregoing summaries of the Base Indenture, the Supplemental Indenture and the Notes are not complete, and are each qualified in their entirety by reference to the complete text of the Base Indenture, the Supplemental Indenture and the form of Note, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference in their entirety.

The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain items related to the offering of the Notes that are to be incorporated by reference into its Registration Statement on Form S-3 (File No. 333-261495).

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 in Item 1.01 above and the full text of the Base Indenture, the Supplemental Indenture and the Notes, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, are incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On January 18, 2022, the Company issued a press release announcing the completion of its offer and sale of $300 million of its fixed-to-floating rate subordinated notes due 2032 in an underwritten public offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits.

Exhibits

 1.1            Underwriting Agreement, dated January 13, 2022, between the Company
              and Piper Sandler & Co.

 4.1            Subordinated Indenture, dated as of April 3, 2017, between Home
              BancShares, Inc. and U.S. Bank National Association, as Trustee
              (incorporated by reference to Exhibit 4.1 of Home BancShares's
              Current Report on Form 8-K filed on April 3, 2017).

 4.2            Second Supplemental Indenture, dated as of January 18, 2022,
              between Home BancShares, Inc. and U.S. Bank National Association, as
              Trustee (including the form of Note attached as an exhibit thereto).


 4.3            Form of 3.125% Fixed-to-Floating Rate Subordinated Note due 2032
              (included in Exhibit 4.2).

 5.1            Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

23.1            Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
              (included in Exhibit 5.1).

99.1            Press Release: Home BancShares, Inc. Announces Completion of
              Subordinated Notes Offering

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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