Form 8-K - Current report

0001038773false00010387732025-01-212025-01-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of earliest event reported: January 21, 2025

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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
Knoxville, Tennessee		37919
(Address of principal executive offices)		(Zip Code)

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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:

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☐  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))

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

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Title of each class	​	Trading Symbol(s)	​	Name of Exchange on which Registered
Common Stock, par value $1.00 per share	​	SMBK	​	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).

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Emerging growth company ☐

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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 1.01	Entry into a Material Definitive Agreement

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On January 21, 2025, SmartFinancial, Inc. (the “Company”), a Tennessee corporation and the parent of SmartBank, a Tennessee state-chartered bank (the “Bank”), received confirmation from ServisFirst Bank (the “Lender”) that the maturity date in respect of that certain Amended and Restated Revolving Note dated February 1, 2023 (the “Revolving Note”) has been extended to May 1, 2025 (the “Extension Letter”). A copy of the Extension Letter is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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The foregoing descriptions of the Extension Letter and Revolving Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Extension Letter and the Revolving Note, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 2.03	​	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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The information set forth under Item 1.01 is incorporated by reference in this Item 2.03 in its entirety.

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Item 9.01	Financial Statements and Exhibits

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Exhibit No.	Description of Exhibit
10.1	Extension Letter, dated as of January 21, 2025, by and between SmartFinancial, Inc., as Borrower, and ServisFirst Bank, as Lender.*
10.2	The Amended and Restated Revolving Note, dated as of February 1, 2023, by and between SmartFinancial, Inc., as Borrower, and ServisFirst Bank, as Lender (Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 6, 2023).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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* Filed herewith

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SIGNATURES

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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.
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Date: January 24, 2025	/s/ William Y. Carroll, Jr.
	William Y. Carroll, Jr.
	President & Chief Executive Officer

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Exhibit 10.1

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January 21, 2025

Ron Gorczynski

SmartFinancial, Inc.

Re: SmartFinancial, Inc. Holding Company Loan Number: 42749

Dear Mr. Gorczynski,

ServisFirst Bank has agreed to extend the terms of the above loan number, which will mature on February 1,2025. Accordingly, this letter shall constitute ServisFirst Bank's agreement and formal notice to you as follows:

Extension:

ServisFirst Bank hereby extends, on the same terms and conditions as presently in effect, the maturity of Loan Number 42749 to 5/1/2025, at which time the outstanding principal balance, accrued interest, and all other amounts due under the Note shall become due and payable. All periodic payments required under the Note shall be made during this extension period and the terms and conditions under which the maturity date may be accelerated remain unchanged.

No Other Changes.

Extension of the maturity date as stated herein is the only change to the Note. Except as extended by this letter; the Note and all other Loan Documents (as defined in the Note) shall continue in full force and effect.

If you have any questions, please do not hesitate to call.

​	Respectfully,
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​	/s/ William Mellown
​	William Mellown
​	First Vice President
​	205-536-7460

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Document and Entity Information	Jan. 21, 2025
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jan. 21, 2025
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, par value $1.00
Trading Symbol	SMBK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001038773
Amendment Flag	false

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