Home BancShares Inc美股招股说明书(2026-01-30版)

Home BancShares, Inc. (which we refer to as “Home”), its subsidiary bank, Centennial Bank (which we refer to as “Centennial”), Home’s acquisition subsidiary,HOMB Acquisition Sub IV, Inc. (which we refer to as “Acquisition Sub”), Mountain Commerce Bancorp, Inc. (which we refer to as “MCBI”) and its subsidiary bank,Mountain Commerce Bank (which we refer to as “MCB”), have entered into an Agreement and Plan of Merger, dated December7, 2025 (which we refer to sometimes as the“Merger Agreement”), under which Home and Centennial will acquire MCBI and MCB. The Merger Agreement, which is generally to be construed under Delaware law,provides that, subject to its terms and conditions, in a series of integrated transactions, (i)Acquisition Sub will merge with and into MCBI, with MCBI as the surviving entity,and (ii)MCBI will thereafter merge with and into Home, with Home as the surviving entity (which transaction we refer to as the “merger”). MCB will, as soon as reasonablypracticable following completion of the merger, merge with and into Centennial, with Centennial as the surviving entity (which transaction we refer to as the “bank merger”).Before we complete the merger, holders of MCBI common stock must approve the Merger Agreement. A special meeting of MCBI shareholders will be held on March 11,2026. Under the terms of the Merger Agreement, Home will issue approximately 5.4million shares of its common stock to the shareholders of MCBI upon the completionof the merger, for an aggregate transaction value that is approximately $154.8million, valued based on the volume-weighted average closing price per share of Home’scommon stock as reported on the New York Stock Exchange (“NYSE”) for the 20 consecutive trading day period ending on January 28, 2026. No cash consideration will bepaid in connection with the merger, except that (i) holders of outstanding shares of MCBI common stock at the time of the merger will receive cash payments in lieu of anyfractional shares of Home common stock to which they are otherwise entitled in connection with the merger and (ii) holders of MCBI common stock that properly exercisetheir dissenters’ rights under applicable Tennessee law will be entitled to receive the fair value of their shares of MCBI common stock as determined in the manner prescribedby Tennessee law. Subject to the terms and conditions set forth in the Merger Agreement as described in this proxy statement/prospectus, at the effective time of the merger (the“Effective Time”), each outstanding share of common stock of MCBI (other than shares of MCBI common stock held by shareholders that properly exercise their dissenters’rights and certain other shares of MCBI common stock held by Home or MCBI or any subsidiary of Home or MCBI) will be converted into the right to receive, withoutinterest, 0.85 shares of Home common stock (the “Merger Consideration”). Therefore, each holder of MCBI’s common stock outstanding at the Effective Time will receive atotal number of shares of Home common stock equal to the number of shares of MCBI common stock owned by the holder at the time of the merger times 0.85. Anyfractional shares of Home common stock to which the holders of MCBI common stock are entitled in connection with their receipt of the Merger Consideration will beconverted into the right to receive a cash payment in the amount of such fractional share times the value of Home’s common stock at the time of merger. The value of Home’scommon stock at the time of the merger will be determined using a volume-weighted average closing price of Home’s common stock as reported on the NYSE over the 20consecutive trading day period ending on the third business day prior to the closing of the merger (the “Home Average Closing Price”). Any persons who, at the time of the merger, hold outstanding restricted shares issued by MCBI will also be entitled to receive the Merger Consideration. Specifically,each unvested restricted share of MCBI common stock outstanding at the Effective Time will fully vest and be converted into the right to receive the Merger Consideration. We expect the merger to qualify as a “reorganization” within the meaning of Section368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), with theresult that the exchange of MCBI common stock for Home common stock will generally be tax-free, except with respect to any cash in lieu of fractional shares received byMCBI shareholders. The market price of Home common stock will fluctuate before the closing of the merger. You should obtain a current stock price quotation for Home common stock.Home common stock is traded on the New York Stock Exchange under the symbol “HOMB.” On December 5, 2025, the last trading day before the merger was announced,the closing price of Home’s common stock as reported on the NYSE was $28.39 per share. On January 28, 2026, the closing price of Home’s common stock as reported onthe NYSE was $28.31 per share. MCBI common stock is traded on t