Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2024

SMARTFINANCIAL, INC.

(Exact name of registrant as specified in its charter)

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Tennessee		001-37661		62-1173944
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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5401 Kingston Pike, Suite 600		37919
Knoxville, Tennessee	​	(Zip Code)
(Address of principal executive offices)

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	[phone]
​	(Registrant’s telephone number, including area code)	​

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common Stock, $1.00 par value	​	SMBK	​	The New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01  Regulation FD Disclosure.

On October 25, 2024, the board of directors of SmartFinancial, Inc. (“SmartFinancial”) declared a quarterly cash dividend of $0.08 per share of SmartFinancial common stock (the “Dividend”) payable on November 27, 2024, to shareholders of record as of the close of business on November 12, 2024.  On October 28, 2024, SmartFinancial issued a press release announcing the Dividend. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8K, the information in Item 7.01 of this report (including Exhibit 99.1) shall not be deemed to be “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 shall not be incorporated by reference into any registration statement or other document filed 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.

Item 9.01 Financial Statements and Exhibits

(d) EXHIBITS

99.1Press Release issued by SmartFinancial, Inc., dated October 28, 2024

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

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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.

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	SMARTFINANCIAL, INC.
Date: October 28, 2024
	By:	/s/ William Y. Carroll, Jr.
	Name:	William Y. Carroll, Jr.
	Title:	President & Chief Executive Officer

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Exhibit 99.1

SMARTFINANCIAL APPROVES

REGULAR QUARTERLY CASH DIVIDEND

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KNOXVILLE, Tenn., October 28, 2024 – SmartFinancial, Inc. (“SmartFinancial”) (NYSE: SMBK), the parent company for SmartBank, announced that on October 25, 2024, the board of directors of SmartFinancial declared a quarterly cash dividend of $0.08 per share of SmartFinancial common stock payable on November 27, 2024, to shareholders of record as of the close of business on November 12, 2024.  

About SmartFinancial, Inc.

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SmartFinancial, Inc., based in Knoxville, Tennessee, is the publicly-traded bank holding company for SmartBank. SmartBank is a full-service commercial bank founded in 2007 with branches across Tennessee, Alabama, and Florida. Recruiting the best people, delivering exceptional client service, strategic branching, and a disciplined approach to lending have all contributed to the company’s success. More information about SmartFinancial can be found on its website: www.smartfinancialinc.com.

Factors that could affect the forward-looking statements in this release can be found in the cautionary language included under the headings “Forward-Looking Statements” and “Risk Factors” in SmartFinancial’s Annual Report on Form 10-K for the year ended December 31, 2023, and other documents subsequently filed by SmartFinancial with the SEC. No forward-looking statement can be guaranteed. SmartFinancial expressly disclaims any obligation to update any factors or to announce publicly the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.	​
Investor Contacts	​
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Billy Carroll	Nathan Strall
President & Chief Executive Officer	VP and Director of Strategy & Corporate Development
Email: [e-mail]	Email: [e-mail]
Phone: [phone]	Phone: [phone]
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Document and Entity Information	Oct. 28, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 28, 2024
Entity File Number	001-37661
Entity Registrant Name	SMARTFINANCIAL, INC.
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-1173944
Entity Address, Address Line One	5401 Kingston Pike
Entity Address, Adress Line Two	Suite 600
Entity Address, City or Town	Knoxville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37919
City Area Code	865
Local Phone Number	437-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	SMBK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001038773
Amendment Flag	false

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