8-K - SMBK - Equibles

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): January 5, 2026

SMARTFINANCIAL, INC.

(Exact name of registrant as specified in its charter)

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

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



	( 865 ) 437-5700
	(Registrant’s telephone number, including area code)

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.:


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

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. ☐

Item 8.01 Other Events.

On January 5, 2026, SmartFinancial, Inc. (the “SmartFinancial”) announced that it had extended its offer (the “Exchange Offer”) to exchange any and all of the $100.0 million in aggregate principal amount of its 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 that the Company issued in a private placement on August 20, 2025 for a like principal amount of notes with identical terms that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Offer will now expire at 5:00 p.m., New York City time, on January 9, 2026, unless further extended. A copy of the press release issued on January 5, 2026, announcing the extension of the Exchange Offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 8.01 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 the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond SmartFinancial’s control. SmartFinancial 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 suggested by the forward-looking statements contained in this Report include those identified in SmartFinancial’s most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this Report, and SmartFinancial does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) EXHIBITS

99.1

Press Release issued by SmartFinancial, Inc., dated January 5, 2026

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

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: January 5, 2026
	By:	/s/ William Y. Carroll, Jr.
	Name:	William Y. Carroll, Jr.
	Title:	President & Chief Executive Officer

EXHIBIT 99.1

SmartFinancial, Inc. Announces Extension of Exchange Offer for 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035

KNOXVILLE, Tenn., January 5, 2026 – SmartFinancial, Inc. (NYSE: SMBK) (“SmartFinancial”) announced today that it has extended its registered exchange offer to exchange up to $100.0 million aggregate principal amount of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035 that have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035, which were issued in a private placement on August 20, 2025.

The exchange offer, which had been scheduled to expire at 5:00 p.m., New York City time, on January 2, 2026, will now expire at 5:00 p.m., New York City time, on January 9, 2026, unless further extended by SmartFinancial. All other terms, provisions and conditions of the exchange offer will remain in full force and effect. As of January 2, 2026, $82.5 million aggregate principal amount of the outstanding notes have been tendered for exchange, representing 82.5% of the outstanding notes.

The terms of the exchange offer are set forth in a prospectus dated December 3, 2025, and the related letter of transmittal. Requests for assistance or for copies of documents related to the exchange offer, including the prospectus and the letter of transmittal, should be directed to the exchange agent, U.S. Bank Trust Company, National Association, at (800) 934-6802.

This news release is not an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described herein, nor shall there be any offer, solicitation, or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. A registration statement on Form S-4 relating to the exchange offer was declared effective by the Securities and Exchange Commission on December 1, 2025. The exchange offer is being made only pursuant to the terms of the exchange offer documents, including the prospectus dated December 3, 2025, and the related letter of transmittal.

About SmartFinancial, Inc.

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.

Cautionary Note Regarding Forward-Looking Statements

This news release includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to the exchange offer and other

matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond SmartFinancial’s control. SmartFinancial cautions you that the forward-looking statements presented in this news release 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 news release. 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 suggested by the forward-looking statements contained in this news release include those identified in SmartFinancial’s most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this news release, and SmartFinancial does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.


Investor Contacts


Billy Carroll	Nathan Strall
President & Chief Executive Officer	VP and Director of Strategy & Corporate Development
Email: billy.carroll@smartbank.com	Email: nathan.strall@smartbank.com
Phone: (865) 868-0613	Phone: (865) 868-2604