SmartFinancial Inc 2025年度报告

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the of the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act.Yes☐No☒ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not becontained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in PartIII of this Form10-K or any amendmentto this Form10-K.☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule12b-2 of theExchange Act. If emerging growth company, indicate by check market if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of June30, 2025, the aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates was approximately $535.9 million. As ofMarch 12, 2026, there were 17,096,969 shares outstanding of the registrant’s common stock, $1.00 par value. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 21, 2026, are incorporated by reference in PartIII of this Form10- TABLE OF CONTENTS ItemNo.PageNo. PART I5 ITEM 1.BUSINESS5ITEM 1A.RISK FACTORS21ITEM 1B.UNRESOLVED STAFF COMMENTS34ITEM 1C.CYBERSECURITY34ITEM 2.PROPERTIES36ITEM 3.LEGAL PROCEEDINGS36ITEM 4.MINE SAFETY DISCLOSURES36 PART II ITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES36ITEM 6.RESERVED39ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS39ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK55ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA59ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING ANDFINANCIAL DISCLOSURE119ITEM 9A.CONTROLS AND PROCEDURES119ITEM 9B.OTHER INFORMATION120ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THATPREVENT INSPECTIONS120 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATEGOVERNANCE120ITEM 11.EXECUTIVE COMPENSATION120ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT ANDRELATED STOCKHOLDER MATTERS121ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE121ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES121 FORWARD-LOOKING STATEMENTS SmartFinancial,Inc. (“SmartFinancial” or the “Company”) may, from time to time, make written or oralstatements, including statements contained in this report and information incorporated by reference herein(including, without limitation, certain statements in “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” in Item7), that constitute forward-looking statements within themeaning of Section27A of the Securities Act, as amended (the “Securities Act”) and Section21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based onassumptions and estimates and are not guarantees of future performance. Any statements that do not relateto historical or current facts or matters are forward-looking statements. You can identify some of theforward-looking statements by the use