Bank OZK : Definitive Proxy/Information Statements

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UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION Washington, D.C. 20429 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ⌧ Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ⌧ No fee required. ​ Fee paid previously with preliminary materials. ​ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0- 11. 2026 Notice of Annual Meeting of Shareholders and Proxy Statement 18000 Cantrell Road Little Rock, Arkansas 72223 NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS Bank OZK, an Arkansas state banking corporation, will hold its 2026 Annual Meeting of Shareholders on Monday, May 18, 2026, at 8:30 a.m. Central Time at its corporate headquarters in Little Rock, Arkansas. In addition to any other matters that may be properly brought, the following matters will be voted on at the meeting: To elect as directors the 13 nominees identified in the proxy statement. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026. To approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in the proxy statement. To approve the Amended and Restated 2019 Omnibus Equity Incentive Plan. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 18, 2026: The accompanying proxy statement and our 2025 annual report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge on our Investor Relations website (ir.ozk.com). You may also access the proxy statement and our 2025 annual report free of charge at https://www.proxyvote.com . As permitted by rules adopted by the Federal Deposit Insurance Corporation, we are primarily furnishing proxy materials to our shareholders via the Internet rather than mailing paper copies of the materials to each shareholder. Therefore, most shareholders will receive a Notice of Internet Availability of Proxy Materials with instructions about how to access the proxy materials via the Internet, how to vote your shares, and how to request a paper or electronic copy of our proxy materials, if you so desire. This notice, the proxy statement and the proxy card are first being distributed or made available to shareholders, as the case may be, on or about March 27, 2026. DATE Monday, May 18, 2026 TIME 8:30 a.m. Central Time LOCATION 18000 Cantrell Road Little Rock, AR 72223 RECORD DATE March 11, 2026 HOW TO VOTE YOUR SHARES Please vote your shares promptly in one of the following ways. INTERNET: Visit https://www.proxyvote.com . PHONE: Call 1-800-690-6903. MAIL: Sign, date and return proxy card. IN PERSON: At the meeting on May 18, 2026. The Board of Directors recommends that you vote "FOR" each director nominee included in Proposal 1 and "FOR" Proposals 2, 3 and 4. Your vote is important! Whether or not you plan to attend the meeting, we urge you to vote or submit your proxy as soon as possible so that your shares are represented at the meeting. By Order of the Board of Directors, George G. Gleason Chairman and Chief Executive Officer March 27, 2026 Dear fellow shareholders: On behalf of the Board of Directors, we are pleased to invite you to the Bank OZK 2026 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at our corporate headquarters, 18000 Cantrell Road, Little Rock, Arkansas 72223, on May 18, 2026, at 8:30 a.m. Central Time. Our Board has fixed the close of business on March 11, 2026, as the record date for the determination of shareholders entitled to receive notice of the Annual Meeting and to vote on all matters presented at the Annual Meeting or any adjournment or postponement thereof. George G. Gleason Nicholas Brown During 2025, our talented and veteran team navigated various opportunities and challenges and delivered a year of strong financial results, including record diluted earnings per share. Over the past three years, we have produced record earnings per share each year while growing assets a cumulative 47%. Our 3,200+ teammates have worked incredibly hard to perform effectively in a challenging macroeconomic environment. We believe our bank is well-prepared and well-positioned for the future. We expect to continue to grow our business prudently and capitalize on opportunities that may arise. As always, we remain laser-focused on creating and maximizing long-term value for our shareholders through sound asset quality, strong profitability and meaningful growth, while maintaining substantial liquidity and robust capital. Thank you for your support and investment in Bank OZK. Your views are important to us, and we ask you to please cast your vote via the Internet, telephone, mail or in person at the Annual Meeting, as outlined in this proxy statement. We are excited to continue creating value for our shareholders in 2026 and beyond. Sincerely, George G. Gleason Chairman of the Board of Directors and Chief Executive Officer Nicholas Brown Vice-Chairman and Presiding Independent Director TABLE OF CONTENTS Page PROXY STATEMENT SUMMARY 1 BOARD OF DIRECTORS Proposal 1: Election of Directors 5 Board Composition and Nomination Process 5 Summary of Director Nominee Skills, Experiences and Qualifications 7 2026 Director Nominees 8 Director Compensation Program 14 2025 Director Compensation 15 CORPORATE GOVERNANCE Board and Committees 16 Board Leadership Structure 17 Shareholder Recommendations for Directors 20 Related Person Transactions 20 Security Ownership of Management and Principal Shareholders 20 AUDIT MATTERS Report of the Audit Committee 22 Proposal 2: Ratification of Independent Auditors 23 Fees of Independent Registered Public Accounting Firm 23 COMPENSATION DISCUSSION AND ANALYSIS Our Executive Compensation Objectives 24 2025 Financial Results 24 Alignment of Pay with Performance 25 Key Features of Our Executive Compensation Program 25 Shareholder Feedback 26 Compensation Decision Making Process 26 2025 Peer Group and Benchmarking 26 2025 Executive Compensation Elements 27 Additional Compensation Policies and Practices 32 Compensation Committee Report 33 Compensation Committee Interlocks and Insider Participation 33 EXECUTIVE COMPENSATION TABLES 2025 Summary Compensation Table 34 2025 Grants of Plan-Based Awards 35 2025 Outstanding Equity Awards at Fiscal Year-End 36 2025 Option Exercises and Stock Vested 36 2025 Pension Benefits 37 2025 Nonqualified Deferred Compensation 37 Post-Employment Compensation 38 2025 CEO Pay Ratio 39 2025 Pay Versus Performance Table 39 Proposal 3: Advisory Non-Binding Vote to Approve Executive Compensation 42 Proposal 4: Approval of the Amended and Restated 2019 Omnibus Equity Incentive Plan 43 Equity Compensation Plan Information 48 ADDITIONAL INFORMATION Shareholder Proposals for the 2027 Annual Meeting 48 Questions and Answers About How to Vote Your Proxy 49 Other Matters 51 Appendix A - Calculation of Non-GAAP Financial Measures A-1 Appendix B - Amended and Restated 2019 Omnibus Equity Incentive Plan B-1 18000 Cantrell Road Little Rock, Arkansas 72223 PROXY STATEMENT SUMMARY This summary highlights certain information contained in this proxy statement. It does not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting. For more complete information regarding our 2025 performance, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("2025 Form 10-K"). Our proxy materials are first being distributed or made available to shareholders, as the case may be, on or about March 27, 2026. In this proxy statement, terms like "Company," "we," "us," and "our" refer to Bank OZK and its consolidated subsidiaries. Date and Time: Monday, May 18, 2026 8:30 a.m. Central Time Location: 18000 Cantrell Road Little Rock, AR 72223 Record Date: March 11, 2026 PROPOSALS AND VOTING RECOMMENDATIONS Proposal Description Board Recommendation Election of 13 Directors (Page 5) Our Board of Directors and Governance and Compensation Committee believe that the thirteen director nominees possess the experience, qualifications, attributes and skills to provide effective oversight of management and set the strategic direction necessary for long-term value creation. Ratification of PricewaterhouseCoopers LLP as Auditor for 2026 (Page 23) Our Board of Directors and Audit Committee believe the retention of PricewaterhouseCoopers LLP as our independent auditor for 2026 is in the best interests of our Company and shareholders. Advisory, Non-Binding Approval of Executive Compensation (Page 42) We are seeking an advisory, non-binding vote to approve the 2025 compensation of our named executive officers, as described in the " Compensation Discussion and Analysis " section of this proxy statement. Approval of the Amended and Restated 2019 Omnibus Equity Incentive Plan (Page 43) We are proposing an amendment and restatement of our 2019 Omnibus Equity Incentive Plan to extend the term and increase the number of authorized shares and the maximum amount of equity that may be awarded annually to non-employee directors. FOR each nominee FOR FOR FOR WAYS TO VOTE Your vote is important . Please vote as promptly as possible by using any of the following methods: By Internet. Visit proxyvote.com and enter the 16-digit control number that appears on your proxy materials. By Phone. Call 1-800-690-6903 and follow the recorded instructions. You will need your 16-digit control number. By Mail. Fill out, sign, date and return your proxy card. In Person. Attend the meeting and vote your shares in person. This proxy statement contains forward-looking statements regarding our current expectations within the meaning of applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Federal Deposit Insurance Corporation ("FDIC"), including the Risk Factors section of our 2025 Form 10-K. We assume no obligation to update any of these forward-looking statements. OUR VALUES Our mission is to (i) maximize long-term shareholder returns by compounding short-term growth and achievements, (ii) provide exceptional customer experiences and (iii) prioritize culture, continuous improvement and efficiencies. The "OZK Way" describes the cornerstone values and culture that help foster our success and reaffirms the guiding principles to which we aspire: Better Character Conducting ourselves and our business with the highest standards of honesty, ethics, integrity and fair dealing. Better Experiences Delivering impressive service , meaningful products and smart technology to serve our clients and each other while fostering relationships rooted in trust. Better X Relentlessly pursuing excellence through continuous innovation and improvement, realizing many small incremental enhancements can compound mightily over time. Better Together Championing teamwork and collaboration and appreciating that our collective accomplishments lead to exponentially greater results. 2025 PERFORMANCE HIGHLIGHTS 2025 was a year filled with macroeconomic uncertainty and headwinds. Despite this challenging environment, we are pleased with our financial performance, including the following highlights: Diluted Earnings Per Share $6.18 ( 3 rd consecutive year of record diluted EPS) Book Value Per Share $52.46 (up 10.9 % from 2024) Loan Balance $32.3 billion (up 7.8 % from 2024 ) Common Shares Repurchased 3.36 million (for $ 143 million) Net Interest Income $1.59 billion (up 3.8 % from 2024 ) Tangible Book Value Per Share* $46.48 (up 12.1 % from 2024 ) Deposit Balance $33.4 billion (up 7.5 % from 2024 ) Common Stock Dividends $1.74 (62 consecutive quarterly dividend increases) * See " Appendix A - Calculation of Non-GAAP Financial Measures " for the reconciliation of tangible book value per share to the most directly comparable GAAP measure. GOVERNANCE HIGHLIGHTS We are committed to sound corporate governance that promotes the long-term interests of our shareholders and aligns with our strategic objectives. Board Independence Strong Lead Director Shareholder Accountability Quarterly independent director meetings; 100% independent key committees. Strong Vice-Chairman and Presiding Independent Director with robust, defined duties. All directors elected annually and subject to director resignation policy. Continued Improvement Complementary Skills Expansive Clawback Board and Board committees conduct annual self-evaluations to assess effectiveness and suggest improvements. Governance and Compensation Committee ensures appropriate mix of skills and thoughtfully considers candidates. Comprehensive employee-wide clawback policy that is broader than required executive officer clawback policy. Aligned Interests Shareholder Engagement Shareholder Rights Directors/executive officers are subject to sizable stock ownership rules and may not hedge or pledge. Regular engagement with our shareholders, investors and analysts. 10% of common shares outstanding may call a special meeting of shareholders. DIRECTOR NOMINEES To ensure that our directors remain accountable to our shareholders, each director is elected annually. Director Name Position Age Since AC EC GC PO RC TW Nicholas Brown Vice-Chair/Presiding Independent Director 67 2012 Paula Cholmondeley Independent Director 78 2016 Robert East Independent Director 78 1997 • • ○ Anna Fabrega Independent Director 47 2025 Kathleen Franklin Independent Director 69 2017 Jeffrey Gearhart Independent Director 61 2018 • • • George Gleason Chairman and CEO 72 1979 ○ ○ Peter Kenny Independent Director 67 2013 • • William A. Koefoed, Jr. Independent Director 61 2015 Elizabeth Musico Independent Director 49 2023 • Christopher Orndorff Independent Director 61 2018 • Steven Sadoff Independent Director 62 2018 • Ross Whipple Independent Director 74 2014 ○ • ○ Member ○ Chair AC Audit EC Executive GC Governance & Compensation PO Portfolio Oversight RC Risk TW Trust & Wealth 12 of 13 are independent DIRECTOR SKILLS 100% 2025 Board/committee attendance 10.5 years average independent tenure 65 average age (47 to 78) Brown Cholmondeley East Fabrega Franklin Gearhart Gleason Kenny Koefoed Musico Orndorff Sadoff Whipple Our director nominees possess a range of talents, perspectives, attributes and skills that we believe enable them to provide valuable insights to management and play an important role in helping us achieve our long-term goals and objectives. The below skill categories are described in the " Summary of Director Nominee Skills, Experiences and Qualifications " section of this proxy statement. Financial Industry • • • • • • C Suite or Similar Leadership • • • • • • • • • • • • Finance/Audit/Accounting • • • • • • Real Estate • • • • Public Company • • • • • • • • • Legal • • • Regulatory • • • • • • • • Cyber/Technology/Information Security • • • • • Risk Management • • • • • • • • • • Human Capital • • • • • • • • • Strategic Planning • • • • • • • • • • • • • Community Affairs • • • • • • • EXECUTIVE COMPENSATION HIGHLIGHTS Our executive compensation program is designed to promote alignment with shareholders, alignment of pay and performance, accountability for short-term and long-term performance, and competitiveness. Alignment of Pay with Performance In setting compensation for our named executive officers ("NEOs"), the Governance and Compensation Committee ("Governance Committee" or "Compensation Committee") seeks to find an appropriate balance between fixed and performance-based compensation and between short-term and long-term compensation. The committee does not grant any time-based incentive awards to NEOs, instead believing that tying 100% of incentive compensation to achieved results strengthens the alignment of pay and performance. Total target compensation is heavily weighted towards variable, at-risk, performance-based compensation, with such compensation comprising the majority of NEO total target compensation for 2025. CEO Target 2025 Compensation Other NEO Target 2025 Compensation Say-on-Pay Results Our annual say-on-pay advisory vote has been approved by at least 96.9% of the votes cast for seven consecutive years, including 97.6% approval last year. The Compensation Committee took this strong shareholder support into consideration in designing our 2025 executive compensation program, electing to maintain a consistent overall approach and structure compared to the prior year. Compensation Best Practices To help us achieve our compensation goals, we apply the following practices: WHAT WE DO WHAT WE DON'T DO Link large portion of pay with measurable performance goals, including all NEO incentive pay. Multiple performance metrics and time horizons to discourage unnecessary short-term risk taking. Payout caps for cash and equity incentive awards. No automatic accelerated vesting of awards upon change in control. All employee incentive compensation subject to clawback in specified circumstances beyond mandatory executive officer clawback events. Annual review of compensation program and peer group composition. Executive officers subject to stock ownership guidelines (10x salary for CEO). × No tax gross-ups for NEOs. × No excessive perquisites; all have a specific business rationale. × No employment, change in control or severance contracts for NEOs, who are at-will employees. × No guaranteed salary increases or bonuses. × No stock option repricing, reloads or exchanges without shareholder approval. × No stock options granted below fair market value. × No hedging or pledging our securities by executive officers or directors. × No short selling or similar transactions. × No excessive dilution from annual equity grants. PROPOSAL 1: ELECTION OF DIRECTORS General Our Board is comprised of one class of directors, elected annually. Each director serves a term of one year, until the next annual meeting of shareholders and until their successor is duly elected and qualified. The Board is currently comprised of 13 directors. At the 2026 annual meeting of shareholders (the "Annual Meeting"), shareholders will have an opportunity to vote for each of the 13 director nominees listed below. The slate of nominees has been recommended to the Board by the Governance Committee and approved by the Board. Each nominee was elected at our 2025 annual meeting, presently serves as a member of the Board, has consented to being named in this proxy statement and agrees to serve if elected. Voting for Directors; Director Resignation Policy The vote of a majority of all of the votes cast at the Annual Meeting is necessary for the election of a director. Under our Bylaws, any incumbent director nominee who does not receive a majority of the votes cast in an uncontested election must tender to the Board their resignation as a director, which will become effective upon acceptance by the Board. Within 90 days following the certification of the election results, the Board must publicly disclose its decision to either accept or reject the tendered resignation and, if rejected, its reasons for doing so. The Board unanimously recommends a vote "FOR" the election of each of the 13 director nominees. FOR BOARD COMPOSITION AND NOMINATION PROCESS The Governance Committee is responsible for reviewing, from time to time, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. Director nominees are selected for recommendation by the Governance Committee in accordance with the qualification standards described below and in our Corporate Governance Guidelines, or established from time to time by the Governance Committee. The Governance Committee may retain third-party search firms to assist in identifying potential director candidates. Board Independence In accordance with our Corporate Governance Guidelines, a majority of our Board must consist of independent directors as defined under the Nasdaq listing standards. The Board has affirmatively determined that twelve of our thirteen current directors qualify as "independent" under the Nasdaq listing standards. The current independent directors are: Nicholas Brown, Paula Cholmondeley, Robert East, Anna Fabrega, Kathleen Franklin, Jeffrey Gearhart, Peter Kenny, William A. Koefoed, Jr., Elizabeth Musico, Christopher Orndorff, Steven Sadoff and Ross Whipple. The Board maintains a standing Governance and Compensation Committee (which performs, among other things, functions that would be performed by a nominating committee), Audit Committee, and Risk Committee, and has determined that each director serving on these committees is independent based on the Nasdaq listing standards and the applicable rules and regulations of the FDIC and the Securities and Exchange Commission ("SEC"). The Board has also determined that each member of the Audit Committee qualifies as an "audit committee financial expert" within the meaning of the regulations of the FDIC and SEC. Director Criteria and Qualifications In identifying and evaluating potential director nominees, the Governance Committee considers individuals from various disciplines and diverse backgrounds. While the Board does not have a specific diversity policy, the Governance Committee seeks to recommend, and the Board seeks to nominate, candidates who bring diverse perspectives and experiences to our Board, taking into account (among other factors) diversity of skills, experiences, background, personal characteristics, age, gender, race and ethnicity. As a primary consideration, the Board seeks members with complementary individual backgrounds to maximize perspective and ensure a wealth of experience that benefits the Board in making informed decisions. Our Corporate Governance Guidelines identify the following as some of the important attributes that should be possessed by a director: The highest personal and professional ethics, integrity and values, and a commitment to representing the long-term interests of our shareholders. A distinguished record of leadership and success in their arena of activity. An inquisitive and objective perspective, practical wisdom and mature judgment, and the ability to exercise informed judgment in the performance of their duties. Strong community ties in our banking markets or with the business community that can assist us from time to time in our business development efforts. Commitment of sufficient time and attention to discharge their obligations. A strong background of relevant experience or education. In addition, our Corporate Governance Guidelines provide that the Board and its committees will satisfy all applicable requirements of the federal securities laws and the FDIC and the corporate governance requirements for Nasdaq-listed issuers. The Governance Committee regularly assesses the mix of skills and experiences currently represented on the Board, whether any vacancies on the Board are expected due to retirement or otherwise, the skills possessed by any departing directors, and any additional desired skills highlighted during the Board self-assessment process that could improve the overall quality and ability of the Board to carry out its functions. To aid in making these assessments, the Governance Committee maintains and utilizes the director skills matrix shown on the following page to identify key skills and experiences that it believes are critical to the Board's effective functioning and to capture each current director's skill set for director succession planning purposes and otherwise. Director Selection and Nomination Process The Governance Committee takes a long-term approach to the composition of the Board. Through a mix of retaining some longer-serving directors and periodic refreshment, the Governance Committee seeks a blend of Board tenure that enables legacy directors to provide superior institutional knowledge of the Company and our industry and preserve our culture - a key element of our longterm success - while also injecting fresh perspectives and maintaining effective oversight and independence. The Governance Committee believes that term or age limits are not in the Company's best interest and could result in losing the contributions of directors who have developed increasing insight into the Company and its operations over time and, therefore, provide an increasing contribution to the Board as a whole. As an alternative, the Governance Committee evaluates each director's continuation on the Board every year, including a review and assessment of the director's qualifications and performance during the preceding term, the applicable minimum director qualifications discussed above and set forth in our Corporate Governance Guidelines, the underlying composition and skills of the Board, the benefits of fresh ideas and viewpoints and Board refreshment, the director's tenure, and any special, countervailing considerations against the re-nomination of any director. This review also includes the Governance Committee's analysis regarding each director's independence, whether any director has had a significant change in their business or professional circumstances during the past year, and any other relevant factors that the Governance Committee deems appropriate. Prior to making nominee recommendations to the Board, the Governance Committee requires each potential candidate to complete a director questionnaire and a report on all transactions between the candidate (and their related parties) and the Company. After completing its evaluation, the Governance Committee makes a recommendation to the Board of the persons who should be nominated, and the Board then determines the nominees after considering the recommendations of the Governance Committee. Our Corporate Governance Guidelines and Process for Nominating Candidates to the Board of Directors can be found on our Investor Relations website at ir.ozk.com under "Corporate - Governance Documents." Website references in this proxy statement are provided for convenience only, and the content on the referenced websites, including any documents available on the websites, are not incorporated by reference into this proxy statement. SUMMARY OF DIRECTOR NOMINEE SKILLS, EXPERIENCES AND QUALIFICATIONS Each of our director nominees possesses unique talents, perspectives, attributes and skills that enable them to provide valuable insights to management and play an important role in helping us achieve our long-term goals and objectives. Below are some of the key skills, experiences and qualifications possessed by our director nominees that the Governance Committee considers relevant and important to our business and the Board's effective oversight of our operations and strategy. These attributes, among others, led the Governance Committee to recommend this year's director nominees to the Board. Financial Industry experience as an executive, regulator or another significant role in banking, investment management or other financial services Finance/Audit/Accounting experience as a CFO, in a large accounting firm, or in another relevant role in accounting, auditing or financial reporting Public Company experience as a board member (other than our board) or executive of a publicly-traded company Regulatory experience as a regulator, as part of a regulated financial services firm or in another highly regulated industry Risk Management experience managing risks in large organizations, including the specific types of risks facing financial institutions Strategic Planning Brown Cholmondeley East Fabrega experience defining and driving strategic direction and growth and managing business operations C Suite or Similar Leadership experience as a CEO, CFO, COO or similar executive role with a major organization Real Estate experience developing, investing in, or financing commercial real estate Legal experience as a practicing attorney in understanding legal risks and obligations Cyber/Technology/Information Security experience in information security, data privacy, cybersecurity, or using technology to facilitate operations Human Capital experience, through human resources or a similar leadership role, in managing and developing human capital Community Affairs Franklin Gearhart Gleason Kenny Koefoed Musico Orndorff Sadoff Whipple experience in community affairs and managing community relations or community organization relationships Financial Industry • • • • • • C Suite or Similar Leadership • • • • • • • • • • • • Finance/Audit/Accounting • • • • • • Real Estate • • • • Public Company • • • • • • • • • Legal • • • Regulatory • • • • • • • • Cyber/Technology/Information Security • • • • • Risk Management • • • • • • • • • • Human Capital • • • • • • • • • Strategic Planning • • • • • • • • • • • • • Community Affairs • • • • • • • 2026 DIRECTOR NOMINEES The information below describes each director nominee's experience, qualifications, attributes and skills. We believe that each nominee has a reputation for integrity, honesty and adherence to high ethical standards, and has demonstrated leadership, professional acumen, sound judgment, and a commitment to serve the Company and the Board. For more information regarding the key qualifications identified below, see " Summary of Director Nominee Skills, Experiences and Qualifications ." Nicholas Brown Vice-Chairman and Presiding Independent Director Director since: 2012 Age: 67 2025 Committees: Governance/Compensation (Chair) Executive Mr. Brown is our Vice-Chairman and Presiding Independent Director. He retired in 2020 as the President and Chief Executive Officer of Southwest Power Pool ("SPP") in Little Rock, Arkansas. SPP is one of nine Regional Transmission Organizations mandated by the Federal Energy Regulatory Commission to ensure reliable supplies of power, adequate transmission infrastructure and competitive wholesale prices of electricity. In fulfilling these responsibilities, SPP relies on real-time acquisition of more than 100,000 data points across the highly interconnected 14-state power grid, feeding sophisticated computer modeling to ensure reliable and efficient delivery of bulk power. Cybersecurity, risk management, and regulatory compliance were primary responsibilities of Mr. Brown, and due in part to his staunch focus on human capital management, SPP received recognition as Arkansas's Best Place to Work. He served SPP in multiple capacities from 1985 to 2020, including as Senior Engineer, Director of Engineering and Operations, Vice President, Senior Vice President and Corporate Secretary. Mr. Brown holds a B.S. in Electrical Engineering from Louisiana Tech University and a B.S. in Physics and Math from Ouachita Baptist University, and is a graduate of Harvard Business School's Advanced Management Program. He served two four-year terms as a director of the Electric Power Research Institute and has been active in numerous civic groups, including the Little Rock Regional Chamber of Commerce and as a member of Fifty for the Future. Paula Cholmondeley Director since: 2016 Age: 78 2025 Committees: Trust and Wealth Ms. Cholmondeley is principal of The Sorrel Group, a consulting company she founded in 2004 which focuses on corporate strategy and corporate governance matters. She was vice president and general manager of Specialty Products at Sappi Fine Paper from 2000 through 2004. Prior to joining Sappi, Ms. Cholmondeley served in increasingly senior positions with Owens Corning (NYSE: OC), a producer of building and composite products, from 1992 through 1998. She began her career with Arthur Andersen & Company before pursuing a series of finance and executive roles, including with International Paper Company (NYSE: IP), Blue Cross Blue Shield of Greater Philadelphia and The Faxon Company. Ms. Cholmondeley is a National Association of Corporate Directors ("NACD") Certified Director and a faculty member of NACD's In-Boardroom education program, and she was elected to the NACD Directorship 100 (2015). She is also a director of Lexeo Therapeutics (Nasdaq: LXEO), director emeritus of Terex Corporation (NYSE: TEX) and previously served as a director of KapStone Paper and Packaging Corporation (NYSE: KS) from 2016 to 2018, Dentsply International (Nasdaq: XRAY) from 2001 to 2016, Minerals Technologies Inc. (NYSE: MTX) from 2005 to 2014, Albany International Corp. (NYSE: AIN) from 2005 to 2013, and Ultralife Corporation (Nasdaq: ULBI) from 2004 to 2010, as well as an independent trustee of Nationwide Mutual Funds. Ms. Cholmondeley, a former C.P.A., received a B.S. in accounting from Howard University and an M.S. in Accounting from the Wharton School at the University of Pennsylvania. Robert East Anna Fabrega Director since: 1997 Age: 78 2025 Committees: Trust and Wealth (Chair) Governance/Compensation Executive Mr. East is the Chairman of the Robert East Company, which actively invests in businesses and real estate. He was the founder of East Harding, Inc., a Little Rock, Arkansas based construction company, where he served as Chairman and CEO until 2019, and was a partner in Sullivan Wright Technologies, LLC, a network management company offering cybersecurity and network management solutions, from 2020 to 2025, and in Delta Solar, LLC, a commercial solar developer, from 2020 to 2023. From 1999 to 2019, Mr. East was the majority owner and managing member of Advanced Cabling Systems, LLC, a full service technology integrator that grew under Mr. East's leadership from three employees to over 200 employees and was acquired in 2018 by ADT Inc. (NYSE: ADT). Mr. East has utilized his expertise in finance and construction as a partner, developer, and contractor for numerous real estate projects during his career. He has served on the board of many community organizations, including the Little Rock Airport Commission, the Nature Conservancy, the Arkansas Cancer Research Center, the Dean's Executive Advisory Board of the University of Arkansas Walton College of Business, and the Associated Builders and Contractors National Board. Mr. East also formerly served on the board of Pulaski Bank and Trust in Little Rock, Arkansas. He helped establish the State of Arkansas's Minority Contractors Development Program to develop minority businesses in the state and ensure equitable participation in construction projects by minority businesses, as well as the Arkansas Aerospace and Defense Alliance to promote and develop the state's aerospace industry. Mr. East holds a B. A. in Finance and Administration from the University of Arkansas, where he was awarded the Lifetime Achievement Award by the Walton College of Business in 2019. Director since: 2025 Age: 47 2025 Committees: Risk Ms. Fabrega served as the Chief Executive Officer of Local Bounti Corp. (Nasdaq: LOCL) from June 2023 to December 2023. From October 2021 to November 2022, Ms. Fabrega served as Chief Executive Officer of fresh prepared food subscription service company Freshly, LLC, after joining Freshly as Chief Commercialization Officer in January 2021. Prior to joining Freshly, Ms. Fabrega spent nine years in roles of increasing seniority with Amazon (Nasdaq: AMZN), a multinational technology company, most recently as Managing Director, Amazon Convenience Stores, which included Amazon Go, Amazon's cashless convenience and grocery stores, from January 2020 through January 2021, and previously as Director, Amazon Go, from 2014 through January 2020. Earlier in her career, Ms. Fabrega served as a Senior Product Manager, Brand Management and Relationship Marketing, and Senior Manager, Global Brand Strategy, at Microsoft (Nasdaq: MSFT), Director, Brand Management and Financial Services, at Stripes Convenience Stores, a convenience store chain then owned by Susser Holdings Corporation, and Inventory Control Manager at J&L Industrial, an industrial distribution and supply company then owned by Kennemetal. Ms. Fabrega has served as a board member of American Public Education, Inc. (Nasdaq: APEI) since May 2022, where she serves on the Audit and Management Development and Compensation Committees. Ms. Fabrega holds a B.A. in International Business from the University of Florida and an M.B.A. from the Kellogg School of Management at Northwestern University. Kathleen Franklin Jeffrey Gearhart Director since: 2017 Age: 69 2025 Committees: Risk Ms. Franklin advises multinational corporations and boards on compliance, regulatory risk and governance matters. She retired in 2025 as the Global Ethics and Compliance Strategy Leader for the Sony Group Corporation (NYSE: SONY), where she was responsible for Sony's global ethics and compliance strategy and program and ensuring an ethical culture and effective management of key risks. Ms. Franklin also served as a member of the Sony Group Sustainability Network where she oversaw Sony's responsible sourcing and supply chain compliance in areas such as human rights, labor conditions, health and safety and environmental protection. Prior to joining Sony, Ms. Franklin was a Partner and Co-Chair of the Corporate Governance Group for the law firm of Boies, Schiller and Flexner, LLP, where she served as a strategic advisor to prominent clients on a wide range of issues related to mergers and acquisitions, executive compensation, corporate governance and crisis management. In 2007, she was one of twenty women selected nationally as a member of the inaugural class of the DirectWomen Board Institute, which serves as a resource for companies seeking qualified women-attorney board candidates to improve corporate governance and increase shareholder value. In 2009, she was selected as a Fellow of the American Bar Foundation in recognition of her contributions to the legal profession and community. Ms. Franklin holds a B.S. in Business Administration from Siena College, a J.D. from Albany Law School of Union University and an L.L.M. (Taxation) from New York University School of Law. Director since: 2018 Age: 61 2025 Committees: Audit Portfolio Oversight Trust and Wealth Mr. Gearhart retired in 2018 as the Executive Vice President, Global Governance and Corporate Secretary for Walmart, Inc. (NYSE: WMT), responsible for oversight of the company's global legal, compliance, ethics, security and investigative functions, among others. Mr. Gearhart joined Walmart in 2003 as Vice President and General Counsel, Corporate Division. In 2007, he became Senior Vice President and Deputy General Counsel, and then took over as the head of the company's legal department when he was promoted to General Counsel in 2009. Mr. Gearhart was appointed Corporate Secretary in 2010, and in 2012 his responsibilities were expanded to also include oversight of compliance, ethics and investigations. Before joining Walmart, Mr. Gearhart was a partner with Kutak Rock LLP, practicing in the corporate, securities and mergers and acquisitions areas. He is also a director of Carnival Corporation & plc (NYSE: CCL). Mr. Gearhart holds a B.S.B.A. and a J.D. from the University of Arkansas. George Gleason Chairman and CEO Peter Kenny Director since: 1979 Age: 72 2025 Committees: Executive (Chair) Portfolio Oversight (Chair) Mr. Gleason is our Chairman and Chief Executive Officer and has served as our Chairman, Chief Executive Officer and/or President since 1979. He holds a B.A. in Business and Economics from Hendrix College and a J.D. from the University of Arkansas. Director since: 2013 Age: 67 2025 Committees: Governance/Compensation Portfolio Oversight Mr. Kenny is an independent market strategist with over 40 years of experience in institutional equity trading and risk management. He is a member of the NACD and was credentialed as an NACD Board Leadership Fellow in 2020. In 2017, he founded Strategic Board Solutions LLC, an advisory service focused on addressing public and non-public company board needs, including the director search function, and in 2019, he joined Founders First Capital Partners LLC as a Strategic Advisor. Earlier in his career, Mr. Kenny served as the Senior Market Strategist for the Global Markets Advisory Group, a consultancy offering financial market advisory services, as Chief Market Strategist for Clearpool Group, a fintech company offering agency-only execution services to institutional clients which was acquired by the Bank of Montreal (NYSE: BMO), and as Managing Director of Sales and Trading and Chief Global Market Strategist at Knight Capital Group, a global financial services and trading firm. Mr. Kenny was also the founder and principal of the former Peter C. Kenny, Inc., a NYSE member firm, and was the NYSE Senior Floor Official for six years. His writing has been featured in numerous global financial publications. He has degrees in Economics and Political Science from Warren Wilson College in North Carolina. William A. Koefoed, Jr. Elizabeth Musico Director since: 2015 Age: 61 2025 Committees: Audit (Chair) Executive Director since: 2023 Age: 49 2025 Committees: Governance/Compensation Mr. Koefoed served until December 31, 2025 as the Chief Financial Officer for OneStream, Inc. (Nasdaq: OS), a corporate performance management software company, where he now serves as a Senior Advisor. Prior to joining OneStream in 2019, he served as the Chief Financial Officer for Blue Nile, Inc., an e-commerce retailer of diamonds and fine jewelry. Prior to joining Blue Nile in 2018, Mr. Koefoed served as the Chief Financial Officer and Partner of BCG Digital Ventures, part of Boston Consulting Group; the Chief Financial Officer for Puppet, Inc., an IT automation software development company; and in a variety of roles at Microsoft Corporation (Nasdaq: MSFT), including as CFO of its Skype division, General Manager of Investor Relations and General Manager of IT Finance & Strategy. In these roles, Mr. Koefoed has been responsible for oversight of human resources, information systems, operations, legal and other functions. Earlier in his career, he held leadership roles at Hewlett-Packard Company (NYSE: HPQ), PricewaterhouseCoopers LLP and Arthur Andersen LLP. Mr. Koefoed is a director of Entrada and the Boys & Girls Clubs of Southeastern Michigan. He is a C.P.A. (inactive) and received his B.S. and M.B.A. degrees from the University of California, Berkeley. Ms. Musico is the Vice President of Human Resources for McKesson Corporation (NYSE: MCK), a diversified healthcare services company, where she oversees the human resource function for McKesson Technology and Finance. Prior to joining McKesson in 2015, Ms. Musico held various leadership positions in human resources at PepsiCo, Inc. (Nasdaq: PEP) and its related businesses, Towers Perrin, Inc. and DHR International. In these roles, she has been responsible for talent acquisition, management and retention, compensation, labor relations, succession planning, employee satisfaction, and human resources information systems and analytics. Ms. Musico previously served as a director of Parents Step Ahead, a non-profit organization based in Dallas, and is an active volunteer in her community. She holds a B.A. from the University of Dallas. Christopher Orndorff Steven Sadoff Director since: 2018 Age: 61 2025 Committees: Audit Mr. Orndorff is the Chief Executive Officer and Chief Investment Officer of Cercano Management LLC, a multibillion dollar investment firm serving high net worth families and their family foundations. From 2016 to 2022, he was the Chief Investment Officer of Vulcan Capital, a private company founded in 1986 by Microsoft co-founder Paul G. Allen. Prior to joining Vulcan, Mr. Orndorff was the Senior Portfolio Manager for Western Asset Management from 2010 to 2016, where he oversaw multi-sector, unconstrained and absolute return portfolios. From 2010 to 2015, Mr. Orndorff was a director of Mercer Advisors, where he advised on business, investment, marketing and sales strategy. For the first 20 years of his investment career, Mr. Orndorff held various senior leadership and portfolio management roles at Payden & Rygel and Northern Trust Corporation (Nasdaq: NTRS). He serves as a director of FJ Management Inc., a private holding company managing a diverse portfolio of assets. Mr. Orndorff received a B.S. in Finance from Miami University and an M.B.A. in Finance and International Business from the University of Chicago. He holds the Chartered Financial Analyst® designation. Director since: 2018 Age: 62 2025 Committees: Risk Mr. Sadoff retired in 2025 as the Chief Information Officer of Cantor Fitzgerald L.P., one of the world's leading financial services firms. Prior to joining Cantor Fitzgerald L.P. in 2020, he was the Chief Information Officer of Fenics, a business of BGC Partners, Inc., which is a controlled subsidiary of Cantor Fitzgerald L.P. Prior to joining BGC Partners in 2018, he was a Managing Director for Bank of America Merrill Lynch (NYSE: BAC) from 2013 to 2017, overseeing technology globally for Central Risk Book, Electronic Trading, Sales, Research and Capital Markets. Earlier in his career, Mr. Sadoff was Executive Vice President and Global Head of Operations, Services and Technology, for Knight Capital Group, Chief Technology Officer of BondBook, an electronic trading platform, and served in a variety of leadership roles at Merrill Lynch and Lehman Brothers. Mr. Sadoff has served on the advisory board for Corvil Ltd., the Technology/Operations Customer Advisory Board for Thomson Reuters, as a member of the SIFMA Operations and Technology Steering Committee and as a past board member of Direct Edge Holdings LLC and Pico Quantitative Trading LLC. He has been named to the Institutional Investor Tech 50 list and as one of the ten most influential CIOs by Securities Technology Monitor, received an American Financial Technology Award for Best Global Deployment, and was ranked in the top 15 on the InformationWeek 500 for two consecutive years. Mr. Sadoff holds a B.S. in Computer Science, an M.S. in Electrical Engineering, and a D.Sc. in Computer Science, all from Washington University in St. Louis. Director since: 2014 Age: 74 Ross Whipple 2025 Committees: Risk (Chair) Executive Mr. Whipple is the President of Horizon Timber Services, Inc., a timber management company. He served as Chairman and Chief Executive Officer of Summit Bancorp, Inc. and Summit Bank from 2000 to 2014, when both entities were acquired by and merged into the Company's former holding company and the Company, respectively. Mr. Whipple also serves as Chairman of the Ross Foundation, a charitable trust that manages tens of thousands of acres of timberland for conservation and charitable purposes, and as managing general partner of Horizon Capital Partners, LLLP, a family limited partnership that manages tens of thousands of acres of timberland. Mr. Whipple has over 35 years of banking experience, much of which was acquired as an executive officer and director of various banking institutions. Mr. Whipple holds a B.S.B.A. from Henderson State University and an M.B.A. from the University of Arkansas. DIRECTOR COMPENSATION PROGRAM It is the role of the Compensation Committee, on behalf of the Board, to review and recommend to the Board any changes to the compensation of our non-employee directors. The Board and the Compensation Committee believe that director compensation should attract and retain qualified directors and align the directors' interests with the long-term interests of our shareholders, and that director compensation should be transparent and easy for shareholders to understand. In reviewing and making recommendations regarding director compensation, the Compensation Committee considers the significant amount of time that directors expend in fulfilling their duties, including the time commitment involved with respect to Board committees and engagement outside of formal meetings. For example, throughout 2025, the Audit Committee chair had a standing monthly meeting with the Chief Audit Executive, the Risk Committee chair attended the meetings of our management-level executive risk council, and various individual directors, including committee chairs, had frequent contact outside of formal meetings with members of management to discuss relevant issues as appropriate. In addition, directors have a standing invitation to, and regularly do, attend the meetings of committees on which they do not serve, although they receive no additional compensation for such attendance. Annually, the Compensation Committee, with the assistance of its independent compensation consultant McLagan Partners, Inc., a division of Aon PLC ("McLagan"), reviews and compares our director compensation program to the programs of our peers, using the same peer group used in our executive compensation review. The Compensation Committee utilizes this report to determine whether adjustments should be made to one or more components of the director compensation program in order to better align our program with those of the peer group. Effective January 1, 2025, the non-employee director compensation program increased (i) the amount of the annual equity award from $80,000 to $90,000 worth of restricted stock and (ii) the amount of the annual cash retainer from $50,000 to $60,000. These increases were made following the Compensation Committee's review and analysis of McLagan's peer director compensation program comparison. Cash Compensation In 2025, the cash component of non-employee director compensation consisted of the following: Type of Cash Compensation Amount ($) Annual Retainer 60,000 Vice-Chairman/Presiding Independent Director Retainer 35,000 Committee Chair Retainer -- Audit 20,000 Risk 15,000 Governance and Compensation 10,000 Trust and Wealth 7,500 Board Meetings 5,000 (regular meeting) 2,500 ( special meeting) Committee Meetings 1,250 Equity Compensation Each non-employee director receives shares of restricted stock, subject to a one-year vesting period, upon election (or re-election or appointment, as applicable) to the Board, in an amount determined by the Compensation Committee but not to exceed $100,000 in any calendar year, based on the fair market value on the grant date. For 2025, the Compensation Committee set the grant amount at $90,000 and on May 5, 2025, each non-employee director elected at our 2025 annual meeting received an award of 2,043 shares of restricted common stock. Such awards were made pursuant to our 2019 Omnibus Equity Incentive Plan (the "Omnibus Plan"). Director Stock Ownership Guidelines Each non-employee director is expected within five years of joining the Board to accumulate beneficial ownership of our common stock equal to three times (3x) the annual cash retainer. 2025 DIRECTOR COMPENSATION The following table sets forth the compensation received in 2025 by our non-employee directors. Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1) All Other Compensation ($) (2) Total ($) Nicholas Brown 131,250 89,994 3,248 224,492 Paula Cholmondeley 85,000 89,994 3,248 178,242 Beverly Cole (3) 22,500 -- 1,430 23,930 Robert East 98,750 89,994 3,248 191,992 Anna Fabrega 62,500 89,994 1,818 154,312 Kathleen Franklin 85,000 89,994 3,248 178,242 Jeffrey Gearhart 103,750 89,994 3,248 196,992 Peter Kenny 91,250 89,994 3,248 184,492 William A. Koefoed, Jr. 113,750 89,994 3,248 206,992 Elizabeth Musico 86,250 89,994 3,248 179,492 Christopher Orndorff 93,750 89,994 3,248 186,992 Steven Sadoff 85,000 89,994 3,248 178,242 Ross Whipple 100,000 89,994 3,248 193,242 The amounts in this column represent the aggregate grant date fair value, computed in accordance with ASC Topic 718, of the restricted stock awards granted to the non-employee directors during 2025. On May 5, 2025, each non-employee director received an award of 2,043 shares of restricted common stock, with a grant date fair value of $44.05 per share. All such awards remained unvested as of December 31, 2025 and will vest on May 5, 2026. During the restricted period, directors have the right to vote and receive dividends payable on our common stock. See Note 14 of the consolidated financial statements in our 2025 Form 10-K regarding assumptions underlying the valuation of equity awards. The amounts in this column represent the dividends paid during 2025 on unvested restricted stock held by the directors. The term of Ms. Cole ended on May 5, 2025, immediately prior to the 2025 annual meeting. Changes to 2026 Director Compensation After consideration of historical and peer compensation amounts and practices for director compensation, the Compensation Committee recommended, and the Board of Directors approved for fiscal year 2026, increases of (i) $10,000 in the annual restricted stock grant for non-employee directors from $90,000 to $100,000 worth of restricted stock, and (ii) $10,000 in the annual cash retainer for non-employee directors from $60,000 to $70,000. All other components of the non-employee director compensation program, including meeting fees and the committee chair and presiding independent director retainers, will remain the same for fiscal year 2026 as compared to fiscal year 2025. BOARD AND COMMITTEES Our Board met four times during 2025. Each director attended at least 75% of the total meetings of the Board and the committees on which he or she served during 2025. Under our Corporate Governance Guidelines, each director is expected to attend Board and applicable committee meetings and spend sufficient time to properly discharge their responsibilities. Each director nominee is expected to attend our annual shareholder meetings and each director nominated and elected at our 2025 annual meeting attended the meeting in person. The Board takes a hybrid approach to Board meetings, with a certain number of in-person Board meetings and the remainder held virtually. This approach has a number of advantages, including putting all directors on a level playing field, allowing for important strategic discussions that benefit from face-to-face interactions to be scheduled during in-person meetings, providing scheduling flexibility, and improving meeting attendance and costs by reducing travel. Information on the Board's standing committees, including their respective membership and number of meetings in 2025, is set forth below. The Executive Committee, which exercises the authority of the Board as needed during the intervals between Board meetings, did not meet in 2025. A more detailed description of the duties and responsibilities of each committee can be found in their respective committee charters, which are available on our Investor Relations website at ir.ozk.com under "Corporate -Governance Documents." Audit Committee 12 meetings in 2025 Mr. Koefoed (Chair) Mr. Gearhart Mr. Orndorff Primary Responsibilities: Assists the Board in fulfilling its oversight responsibilities related to our auditing, accounting and financial reporting processes. Responsible for the engagement, compensation, retention and oversight of our independent auditors. Discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures. Reviews and oversees our internal controls and the qualitative aspects of our financial reporting. Oversees our internal audit function, including its planned activities, findings, budget and staffing. Prepares the Audit Committee Report for inclusion in this proxy statement. Reviews and discusses our financial statements and disclosures. Governance and Compensation Committee meetings in 2025 Mr. Brown (Chair) Mr. East Mr. Kenny Ms. Musico Primary Responsibilities: Reviews and approves the compensation programs for our CEO and other executive officers and, to the extent appropriate, other personnel. Reviews and makes recommendations to the Board regarding compensation for our non-employee directors. Considers, reviews, approves and, when appropriate, recommends to the Board and/or the shareholders, incentive compensation plans and equity-based plans applicable to all officers and employees. Oversees our employee benefit plans and programs, including equity compensation plans. Reviews and approves our stock ownership guidelines and incentive compensation clawback policies. Reviews and recommends candidates for Board election and Board committees. Recommends criteria for selecting directors and evaluates director independence. Reviews our Corporate Governance Guidelines and advises the Board on corporate governance issues. Oversees our workforce and human capital management processes, including talent acquisition and retention, career development and progression, workplace environment and culture, equal employment opportunity and organizational engagement and effectiveness. Reviews and approves the Compensation Discussion and Analysis and prepares the Compensation Committee Report for inclusion in this proxy statement. Has sole authority to retain outside advisors, including compensation consultants, to assist it with executive compensation matters, and to approve the fees and retention terms of any such advisors or consultants. Evaluates the self-assessments of the Board and Board committees and assesses their performance and effectiveness. Reviews and makes recommendations to the Board regarding our management succession plans. Reviews and approves certain transactions between us and our officers and directors and their related parties. Portfolio Oversight Committee 4 meetings in 2025 Mr. Gleason (Chair) Mr. Gearhart Mr. Kenny Primary Responsibility: Oversees the performance and quality of our loan portfolio.  Provides policy direction for our lending operations. Risk Committee 4 meetings in 2025 Mr. Whipple (Chair) Ms. Cole (until May 2025) Ms. Franklin Mr. Sadoff Ms. Fabrega (from May 2025) Primary Responsibilities: Oversees our enterprise-wide risk management framework and corporate risk structure, including the strategies, policies, processes, procedures and systems established by management to identify, assess, measure, manage and monitor our significant financial, operational and other risk exposures. Reviews and approves our enterprise risk management and related risk management frameworks. Reviews and recommends to the Board our risk appetite statements. Trust and Wealth Committee 4 meetings in 2025 Mr. East (Chair) Ms. Cholmondeley Mr. Gearhart Primary Responsibility: Oversees the business, products, services, operations and performance of our Trust and Wealth Division. BOARD LEADERSHIP STRUCTURE Our Board's leadership structure is designed to provide effective independent oversight of management in order to build long-term value for our shareholders. The Board retains flexibility to select its Chairman, which allows the Board to implement the leadership structure that it deems to be in the best interests of the Company and its shareholders for any particular set of circumstances at any particular time. The Board regularly evaluates our leadership structure to assess whether it remains appropriate and in the best interest of our Company. Our current structure provides for a combined role of Chairman/CEO, along with a strong Vice-Chairman and Presiding Independent Director, the independence of all other directors and entirely independent key Board committees. Vice-Chairman and Presiding Independent Director. The Board's independent leadership and oversight responsibilities are coordinated by Nicholas Brown, who currently serves as our Vice-Chairman and Presiding Independent Director. Mr. Brown is responsible for presiding at all meetings of the Board's independent directors, consulting with the Chairman and CEO on Board committee composition and Board and committee meeting schedules and agendas, acting as a liaison and facilitating teamwork between management and the non-management directors, including maintaining frequent contact with the Chairman and CEO and advising him on the efficiency of Board meetings, evaluating the CEO's performance with the Governance and Compensation Committee, and communicating to the Chairman and CEO any issues raised by the independent directors outside of Board meetings, as well as additional responsibilities that are described in our Corporate Governance Guidelines. Independent Directors and Key Committees . Each of our three key Board committees - Audit, Governance and Compensation, and Risk - is chaired by an independent director and consists solely of independent directors. The Board carries out its oversight duties, both directly and through these committees, with the active involvement of each independent director. Combined Chairman/CEO . The Board believes that our CEO is best positioned to serve as Chairman because he is the director most familiar with our business and industry, having served as our CEO and/or President for 47 years. The Board has determined that the combined Chairman/CEO structure is particularly beneficial and effective for us because it capitalizes on Mr. Gleason's extensive experience and knowledge in all aspects of our business operations, facilitates information flow between management and the Board, and fosters effective decision-making and clear accountability concerning our performance. One of the key responsibilities of the Board is to provide oversight of our strategic direction and to hold management accountable for the execution of our strategy. The Board believes the combined role of Chairman/CEO, together with the role of the Vice-Chairman and Presiding Independent Director, is in the best interest of shareholders because it provides an appropriate balance between strategy development and independent oversight of management. Board Role in Risk Oversight The Board has an active role, directly and at the committee level, in our risk oversight process, as oversight of our risk management is one of the Board's key priorities. At least annually, the Board reviews and approves our risk appetite statements, which document our risk tolerance and establish the framework for our risk management culture. The Board receives regular reports from members of senior management on areas of material risk to the Company, including operational, market, liquidity, compliance/regulatory, credit, strategic, and reputational risks. While the Board has delegated to each Board committee responsibility for direct oversight of certain enumerated risks, the entire Board is generally responsible for and is regularly informed through committee and other reports about such risks and any corresponding efforts to mitigate such risks. Board committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. At each regular quarterly Board meeting, Board committees, along with members of senior management reporting on behalf of certain management committees, discuss their deliberations and actions, including any noteworthy risk issues. For example, our Chief Information Security Officer reports at each regular quarterly Board meeting on information security (including cybersecurity) and data privacy matters, which are overseen by the Risk Committee and the Board. In addition, appropriate committees of the Board have established and oversee management advisory councils throughout our organization to assist in monitoring and managing risk at the day-to-day level, with the committees and the Board receiving regular reports from senior management, on behalf of such councils and otherwise, to enable the Board to understand our specific risk identification, risk management and risk mitigation strategies. When a committee receives such a report, the committee chair (or another designated person) typically reports on the committee's discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role. Environmental risk is an area of shared oversight. To the extent that environmental matters present strategic, credit, operational or reputational risks, they are monitored by the Risk Committee and the Board in connection with our Board-approved risk appetite. We also incorporate a climate-related scenario in our internal stress testing activities and the Board reviews and monitors our insurance policies that mitigate our exposure to environmental and other risks. Below are some of the principal risk areas overseen by our Board committees. Audit Committee Internal and external financial reporting Internal Audit function Compliance with laws, regulations and Company policy External audit firm Accounting compliance, including FDICIA/SOX, and accounting policy Whistleblower/ethics hotline (including investigations regarding accounting/audit issues) Allowance for credit losses Application of internal controls Governance and Compensation Committee Compensation principles Compensation policies and practices, including incentive compensation and any clawback events Corporate culture, human capital management and development and equal employment opportunity Corporate governance practices Board composition Related party transactions and conflicts of interest Management succession, in coordination with the Board Risk Committee Enterprise-wide risk management framework and policies Information security (cybersecurity), model and data Financial, credit, operational, market and other risk exposures Adherence to risk appetite statements Emerging risks Open risk management issues (including remediation plans) Regulatory compliance Other Asset quality and loan portfolio performance ( Portfolio Oversight Committee ) Market, operational and reputational risks related to trust activities ( Trust and Wealth Committee ) The Board's discharge of its risk oversight role has not specifically affected the Board's leadership structure discussed above. Rather, in establishing the current leadership structure of the Board, risk oversight was one factor among many considered. The Board periodically reviews its leadership structure and evaluates whether it, and the Board as a whole, are functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board's risk oversight role, it may make any change it deems appropriate. Within the context of the Board and committee oversight described above, including the Board-approved risk appetite, we are continuously focused on our risk and control environment. Each of our business lines, under the guidance of our Enterprise Risk Management department, works to identify and manage risks and enhance controls within its area of focus. Risk Management of Compensation Practices The Compensation Committee, with the assistance of senior management, annually reviews our incentive plans and arrangements to ensure that they do not encourage employees to take unnecessary and excessive risks that could threaten our financial condition. In connection with this review, the Compensation Committee reviews an inventory of our executive and non-executive compensation programs, with particular emphasis on incentive compensation plans. The Compensation Committee reviews risk assessment reports prepared by our Chief Risk Officer and Chief Compliance Officer and the results of an incentive compensation related risk assessment performed by Human Resources, which tests related controls among other things, in evaluating the components of our incentive compensation plans and practices to ensure that incentive compensation plans do not encourage excessive risk-taking and align with the Bank's risk appetite. The Compensation Committee considers various risk-mitigating policies, procedures and controls adopted by the Company in connection with this analysis, including our stock ownership guidelines, incentive plan internal controls and governance, incentive compensation clawback policies, and anti-pledging and anti-hedging policy. The Compensation Committee concluded, after its most recent review, that our incentive plans and arrangements do not encourage our employees to take unnecessary or excessive risks. Board Role in Management Succession The Board seeks to position the Company for future growth through ongoing talent management, succession planning and deepening our leadership bench. Directors have consistent exposure to key talent through Board and committee presentations and discussions and informal interactions throughout the year. In accordance with our Corporate Governance Guidelines, the CEO and the Governance Committee review succession planning with the Board at least annually, and more frequently if necessary or beneficial. This review and assessment considers the strength and depth of executive talent and ongoing executive development. The Board has in place a written management succession plan to minimize the risk of adverse impact from an unplanned CEO or other senior management vacancy and to help ensure the continuity of senior management. Board and Committee Self-Evaluations The Board conducts annual self-evaluations and reviews annual questionnaires from each director to assess its performance, composition, size and leadership structure, and the mix of director experiences and expertise, among other things, to determine whether the Board and its committees are functioning effectively. In addition, each Board committee annually evaluates the qualifications and effectiveness of that committee and its members. The Governance Committee oversees this annual review process and, through its chairman, discusses the results and its input with the full Board. Shareholder Outreach and Responsiveness We approach shareholder engagement as an integrated, year-round process. Throughout the year, we meet with research analysts and institutional investors to inform and share our perspective and to solicit their feedback on our performance. This includes participation in investor conferences and other formal events, as well as group and one-on-one meetings throughout the year. We also engage with our shareholders during and outside of the proxy season. This continued dialogue has led to governance enhancements that help us address the issues that matter most to our shareholders. Availability of Corporate Governance Documents Each year the Board, or an appropriate Board committee, reviews our corporate governance documents and modifies them as appropriate. To learn more about our corporate governance practices and to view our Corporate Governance Guidelines, the charters for each Board committee, our Code of Business Conduct and Ethics and other corporate governance information, please visit our Investor Relations website at ir.ozk.com under "Corporate - Governance Documents." Copies of these documents and other reports we file with the FDIC are also available in print free of charge by writing to Bank OZK, P.O. Box 8811, Little Rock, Arkansas 72231-8811; Attention: Investor Relations. Communicating with our Board of Directors Shareholders may communicate with the Board, any Board committee, our Vice-Chairman and Presiding Independent Director, or individual directors by sending correspondence to: Bank OZK, P.O. Box 8811, Little Rock, AR 72231-8811; Attention: General Counsel and Corporate Secretary. All appropriate communications received will be forwarded to the Board, the chairman of the appropriate board committee, our Vice-Chairman and Presiding Independent Director, or the individual director, as addressed. Communications regarding nominations of candidates to the Board or shareholder proposals are subject to additional requirements that are discussed separately in this proxy statement. See " Shareholder Recommendations for Directors " and " Shareholder Proposals for the 2027 Annual Meeting ." SHAREHOLDER RECOMMENDATIONS FOR DIRECTORS On an ongoing basis, the Governance Committee considers potential director candidates identified on its own initiative as well as candidates referred or recommended to it by other directors, members of management, shareholders and other sources (including individuals seeking to join the Board). Shareholders who wish to recommend candidates may contact the Governance Committee in the manner described in " Communicating with our Board of Directors ." Shareholder nominations must be made according to the procedures and timeline required under our Bylaws and described in " Shareholder Proposals for the 2027 Annual Meeting ." All candidates are required to meet the criteria outlined in " Board Composition and Nomination Process ," as well as the director independence and other standards set forth in our Corporate Governance Guidelines and other governing documents, as determined by the Governance Committee in its sole discretion. The Governance Committee evaluates all prospective nominees to the Board in the same manner and in accordance with the same procedures, without regard to whether the prospective nominee is recommended by a shareholder, the Governance Committee, an existing director, members of management, or otherwise. However, the Governance Committee may require additional steps in connection with the evaluation of candidates submitted by shareholders or others due to the potential that the existing directors and members of management will not be as familiar with those proposed candidates as compared to candidates recommended by existing directors or members of management. RELATED PERSON TRANSACTIONS The Governance Committee, pursuant to its written charter, has the responsibility for reviewing and approving all related-party transactions, defined as those required to be disclosed under Items 404(a) and 404(b) of Regulation S-K ("Related Party Transactions"). The Governance Committee reports relevant findings from its review of Related Party Transactions to the full Board. Specifically, it is the practice of the Governance Committee to review on an annual basis all transactions and other business relationships during the prior year between the Company and its directors and executive officers and their immediate family members and affiliates ("Related Parties"). Designated officers of the Company present reports to the Governance Committee with respect to all deposit, loan, trust and miscellaneous transactions and relationships with Related Parties for the prior year. The Governance Committee's review includes a determination that Related Party Transactions and other transactions or relationships with Related Parties are fair, reasonable and appropriate for the Company and consistent with the terms of similar transactions or relationships with other customers or unrelated persons. In addition, it is our general practice that the Board, or an appropriate committee thereof, approve in advance all material transactions, other than transactions in the ordinary course of business, between the Company and all Related Parties. Peter Gleason, an employee of the Company and the son of our Chairman and CEO, George Gleason, received total compensation in 2025 of $265,293, consisting of base salary and cash and equity incentive compensation. His compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities. We have had banking transactions with certain executive officers and directors, and their Related Parties, in the ordinary course of business. All loan and depository transactions with such officers and directors, and their Related Parties, were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loan and depository transactions with other customers not related to the Company, and did not include more than the normal risk of collectability or present other unfavorable features . SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS The following table sets forth certain information regarding the beneficial ownership of our common and preferred stock as of March 11, 2026 (the "Record Date") by (1) each director, director nominee and named executive officer, (2) all directors, director nominees and current executive officers as a group and (3) shareholders known by us to be the beneficial owner of more than 5% of our outstanding common stock or preferred stock. Except as otherwise indicated, based on information furnished by such persons, we believe that each person has sole voting and dispositive power over the shares indicated as owned by such person and the address of each shareholder is the same as the address of the Company. Each person's percentage ownership is calculated by dividing the number of shares beneficially owned by such person by the sum of (a) 110,167,701 shares of our common stock or 14,000,000 shares of our preferred stock, as the case may be, outstanding as of the Record Date plus (b) in the case of common stock, the number of shares that such person had the right to acquire on or within sixty (60) days of the Record Date. Common Shares Beneficially Owned Series A Preferred Shares Beneficially Owned Name of Beneficial Owner Number Percent Number Percent Directors, Director Nominees and Named Executive Officers: George Gleason 5,968,224 (1) 5.4% - * Nicholas Brown 34,139 * - * John Carter 2,853 * - * Paula Cholmondeley 25,859 * - * Robert East 158,674 (2) * 20,389 * Anna Fabrega 2,043 * - * Kathleen Franklin 17,630 * - * Jeffrey Gearhart 24,976 * - * Brannon Hamblen 93,041 (3) * - * Tim Hicks 64,789 * - * Peter Kenny 7,008 * - * William A. Koefoed, Jr. 20,174 * - * Elizabeth Musico 6,178 * - * Christopher Orndorff 40,596 * - * Steven Sadoff 15,454 * - * Ross Whipple 887,652 (4) * - * Cindy Wolfe 23,794 (5) * - * All Directors, Director Nominees and Current Executive Officers as a group (24 persons) 7,453,557 (6) 6.8% 20,389 * Other 5% Shareholders The Vanguard Group 12,028,779 (7) 10.9% - * BlackRock, Inc. 10,415,364 (8) 9.5% - * Wasatch Advisors LP 7,437,646 (9) 6.8% - * State Street Corp. 6,784,636 (10) 6.2% - * Dimensional Fund Advisors LP 6,689,136 (11) 6.1% - * * Less than one percent. Includes (a) 1,097,084 shares owned directly by Mr. Gleason, (b) 2,571,200 shares owned of record by a trust of which Mr. Gleason is sole trustee and has a 25% life income interest, (c) 2,119,816 shares held in Mr. Gleason's account under our 401(k) Retirement Savings Plan (the "401(k) Plan"), and (d) 180,124 shares held in a trust of which Mr. Gleason and his descendants are beneficiaries. Includes (a) 148,724 shares owned directly by Mr. East, (b) 8,550 shares owned of record by a family charitable foundation, and (c) 1,400 shares held by Mr. East's spouse. Includes (a) 38,899 shares owned directly by Mr. Hamblen and (b) 54,142 shares owned by a limited liability limited partnership whose partners consist of Mr. Hamblen and immediate family members. Includes (a) 142,510 shares owned directly by Mr. Whipple, (b) 142 shares held by Mr. Whipple's spouse, and (c) 745,000 shares owned by a limited liability limited partnership whose partners consist of Mr. Whipple and immediate family members. Includes (a) 16,239 shares owned directly by Ms. Wolfe and (b) 7,555 shares held by Ms. Wolfe's spouse. The shares in the foregoing table include shares owned directly, shares held in such person's accounts under the 401(k) Plan, shares owned by certain family members and shares held by the individual as a trustee or other similar capacity, unless otherwise described. The shares in this table do not include PSUs awarded to executive officers that have vested but not yet settled into shares of common stock. No directors or executive officers hold presently exercisable options or options exercisable (or any other right to acquire shares) on or within 60 days of the Record Date. As reported on Schedule 13G/A, filed with the SEC on February 13, 2024, The Vanguard Group has sole dispositive power with respect to 11,853,264 shares, shared dispositive power with respect to 175,515 shares, shared voting power with respect to 58,050 shares, and does not have sole voting power over any shares. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, PA 19355. As reported on Schedule 13G/A, filed with the SEC on October 28, 2024, BlackRock, Inc. has sole voting power with respect to 10,009,481 shares, sole dispositive power with respect to 10,415,364 shares, and does not have shared voting or dispositive power over any shares. BlackRock, Inc. listed its address as 50 Hudson Yards, New York, NY 10001. As reported on Schedule 13G/A, filed with the SEC on November 13, 2025, Wasatch Advisors LP has sole voting power with respect to 5,340,141 shares, sole dispositive power with respect to 7,437,646 shares, and does not have shared voting or dispositive power over any shares. Wasatch Advisors LP listed its address as 505 Wakara Way, 3 rd Floor, Salt Lake City, UT 84108. As reported on Schedule 13G/A, filed with the SEC on January 24,2024, State Street Corp., in its capacity as a parent holding company or control person for various subsidiaries, may be deemed to beneficially own the indicated shares, along with certain of its direct or indirect subsidiaries that serve as investment advisers. State Street Corp. has shared voting power over 623,273 shares and shared dispositive power over 6,784,636 shares. State Street Corp. does not have sole voting or dispositive power over any shares. State Street Corp. listed its address as 1 Congress Street, Suite 1, Boston, MA 02114. As reported on Schedule 13G/A, filed with the SEC on February 9, 2024, Dimensional Fund Advisors LP has sole voting power with respect to 6,580,118 shares, sole dispositive power with respect to 6,689,136 shares, and does not have shared voting or dispositive power over any shares. Dimensional Fund Advisors LP listed its address as 6300 Bee Cave Rd, Bldg One, Austin, TX 78746. REPORT OF THE AUDIT COMMITTEE The Audit Committee consists of three or more non-employee directors, all of whom have been determined by the Board to qualify as independent directors under the Sarbanes-Oxley Act, related FDIC and SEC rules and regulations and Nasdaq listing standards. The Audit Committee operates under a written charter adopted by the Board. The Audit Committee Charter is evaluated annually to ensure compliance with FDIC and SEC rules and regulations and Nasdaq listing standards, and was last revised on November 17, 2024. A copy of the Audit Committee Charter is available on the Company's Investor Relations website at ir.ozk.com. The Audit Committee oversees the Company's auditing, accounting and financial reporting processes on behalf of the Board. In fulfilling its oversight responsibilities, the Audit Committee, among other things, reviewed and discussed with management the Company's audited consolidated financial statements for the year ended December 31, 2025, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company's independent auditors. The Audit Committee reviewed and discussed with PricewaterhouseCoopers LLP, the Company's independent auditors, who are responsible for expressing an opinion on the conformity of the Company's audited financial statements with accounting principles generally accepted in the United States, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB"), the SEC and the FDIC, including their judgments as to the quality, not just the acceptability, of the Company's accounting principles. In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors' communication with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent auditors the independent auditors' independence from the Company and its management. The Audit Committee also considered whether the independent auditors' provision of non-audit services to the Company is compatible with the auditors' independence, and has concluded that such provision is compatible with the auditors' independence. The Audit Committee discussed with the Company's internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the FDIC. Audit Committee of the Board of Directors William A. Koefoed, Jr., Chairman Jeffrey Gearhart Christopher Orndorff PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS The Audit Committee has selected and appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026 and seeks ratification of the appointment by the shareholders. The Audit Committee, however, retains sole authority over the appointment and replacement of our independent auditors. As a result, despite any ratification of this engagement of PricewaterhouseCoopers LLP by our shareholders, the Audit Committee will continue to be authorized to terminate the engagement at any time during the year, to retain another independent registered public accounting firm to examine and audit our consolidated financial statements for fiscal year 2026, or to take any other related action if judged by the Audit Committee to be in the best interest of the Company. If the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026 is not ratified by the shareholders, the matter will be referred to the Audit Committee for further review and action. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions. The Board unanimously recommends a vote "FOR" the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026. ✓ FOR FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The following table presents fees and expenses for professional audit services rendered by PricewaterhouseCoopers LLP for its audits for the years ended December 31, 2025 and 2024, and fees and expenses billed for other services rendered by PricewaterhouseCoopers LLP during those periods. Type of Fee 2025 2024 Audit Fees $ 2,619,645 $ 2,234,000 Audit-Related Fees - - Tax Fees $ 314,500 $ 219,038 All Other Fees $ 2,000 $ 152,000 Total $ 2,936,145 $ 2,605,038 Audit fees relate to the audit of our consolidated financial statements and review of our quarterly reports on Form 10-Q and also include out-of-pocket expenses. Tax fees include (i) general tax services such as preparation and review of various income tax return filings and (ii) tax depreciation and compliance services and consulting services with respect to our tax filing positions in and correspondence with various state taxing jurisdictions. All other fees for 2024 and 2025 include access to resource materials and, for 2024, fees for an assessment of our Call Report preparation process. The Audit Committee previously adopted a policy for pre-approval of engagements for audit, audit-related and non-audit services to be performed by the independent auditors. The policy requires that all audit services and audit-related services to be performed by the independent auditors be pre-approved by the Audit Committee. Non-audit services must first be pre-approved by the Chief Financial Officer before being submitted for pre-approval to the Audit Committee. The requirement for pre-approval by the Audit Committee of an engagement for non-audit services by our independent auditors may be waived if the aggregate amount of all such non-audit services provided by the independent auditors is less than five percent of the total amount of fees paid by the Company to the independent auditors during the fiscal year when the non-audit services are provided, such services were not recognized by the Company at the time of the engagement as non-audit services, and the services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee prior to the completion of the audit. All fees shown in the table above were pre-approved in accordance with these policies. COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis provides information about the goals and key elements of our executive compensation program, describes the fiscal year 2025 compensation of our named executive officers ("NEOs"), and explains the reasons behind the Compensation Committee's executive compensation decisions. Our NEOs for fiscal year 2025 are as follows: Named Executive Officers George Gleason Chairman and Chief Executive Officer ("CEO") Tim Hicks Chief Financial Officer ("CFO") Brannon Hamblen President Cindy Wolfe Chief Operating Officer John Carter Chief Credit Officer Our Executive Compensation Objectives Shareholder Alignment Emphasizing equity-based compensation based on long-term performance, earned over time, and tying 1/3 rd of equity incentive compensation to relative total shareholder return, to better align the interests of our executive officers and shareholders. Pay and Performance Alignment Motivating and rewarding executive officers by tying all cash incentive compensation to absolute, objective and transparent financial performance metrics and all equity incentive compensation to relative performance versus peers. 100% of incentive compensation is performance-based and none is time-based. Short and Long-Term Accountability Properly balancing compensation between short and long-term financial and business performance through the use of a shorter one-year performance period for cash incentive compensation and a longer three-year performance period (with additional one-year waiting period before settling in common stock) for equity incentive compensation, with emphasis on managing the Company for long-term results. Competitiveness Providing a pay program that is fair, non-discriminatory, forward-looking, and that attracts, retains, incentivizes and rewards high-quality executive officers that contribute to our long-term success. 2025 Financial Results We delivered excellent results in 2025, achieving strong net income, record net interest income and record diluted earnings per share ("EPS"). Notable 2025 results included: Record diluted EPS of $6.18 Net income available to common stockholders of $699.3 million, almost reaching 2024's record level Record net interest income of $1.59 billion, a 3.8% increase from 2024 Total loans of $32.3 billion, a 7.8% increase from 2024 Total deposits of $33.4 billion, a 7.5% increase from 2024 10.1% increase in common stock cash dividends compared to 2024 Book value per share of $52.46, a 10.9% increase from year-end 2024 Tangible book value per share of $46.48, a 12.1% increase from year-end 2024* ROAA of 1.75% Net interest margin (fully-taxable equivalent basis, or FTE) of 4.33% Efficiency ratio of 35.63% Net charge-off ratio of 0.50% Quarterly average ratio of nonperforming assets to total assets ("NPA Ratio") of 0.66% *See " Appendix A - Calculation of Non-GAAP Financial Measures " for the reconciliation of tangible book value per share to the most directly comparable GAAP measure. For more information about our performance in 2025, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the table titled "Cumulative Return Comparison" in our 2025 Form 10-K. Alignment of Pay with Performance In setting compensation for the NEOs, the Compensation Committee seeks to find an appropriate balance between fixed and performance-based compensation and between short-term and long-term compensation. This includes a fixed base salary with benefits, limited executive perquisites, and 100% variable, performance-based cash and equity incentive compensation. The charts below illustrate the breakdown of 2025 total target compensation for our CEO individually and our other NEOs as a group. Total target compensation is a combination of 2025 base salary, 2025 cash incentive opportunity at target, and the grant date fair value of the 2025 PSUs granted at target under the 2025 long-term performance vesting restricted stock unit awards ("LTIP Awards"). CEO Target 2025 Compensation Other NEO Target 2025 Compensation In addition to heavily weighting our compensation program toward variable, "at-risk" compensation, the Compensation Committee does not utilize time-based incentive awards for NEOs, instead believing that tying 100% of equity incentive awards to performance further strengthens the alignment of pay and performance. Key Features of our Executive Compensation Program We believe that our executive compensation program includes strong governance practices that drive performance and avoids practices that do not serve the long-term interests of our shareholders. Practices We Use Practices We Don't Use Focus on variable, performance-based compensation tied to explicit quantitative measures. Maximum payout caps for all executive incentive plans. All equity incentive compensation granted in the form of performance vesting PSUs earned over 3-year period plus additional 1-year post-vest waiting period. All equity incentive compensation tied to relative performance metrics compared to peer group. Clawback policy (in addition to broader all employee clawback policy) and stock ownership guidelines for all executive officers. Annual risk assessments of compensation programs to avoid incentivizing unnecessary and excessive risk-taking. No automatic accelerated vesting of awards upon change in control. No tax gross-ups. No hedging or pledging of our securities by executive officers or directors. No employment, change in control or severance contracts for NEOs, who are at-will employees. No guaranteed base salary increases. No guaranteed minimum bonuses or equity grants. No stock option repricing, reloads or exchanges without shareholder approval. No stock options granted below fair market value. No short selling or similar transactions. No excessive perquisites; all have a specific business rationale. No NEO time-based incentive awards. Shareholder Feedback In designing our executive compensation program, the Compensation Committee takes into consideration the results of our advisory say-on-pay votes to ensure that our compensation practices are supported by our shareholders. Our 2025 say-on-pay resolution was approved by 97.6% of the votes cast by our shareholders, marking the seventh consecutive year that the resolution has received 96.9% or higher approval. These results informed the Compensation Committee's decision to maintain a consistent overall approach and structure for our 2026 executive compensation program. Compensation Decision Making Process Role of the Compensation Committee . The Compensation Committee is responsible for evaluating and approving our compensation plans, policies and programs. This includes reviewing and approving compensation (including cash and equity incentive awards) for our directors and executive officers, and other personnel as appropriate. The Compensation Committee may delegate its authority and duties to subcommittees as and when it deems appropriate to the extent allowed by law. The Compensation Committee considers historical compensation data for our executive officers, including summaries of total annual compensation, cash and equity compensation, and perquisites received in past years by each executive. In addition, the Compensation Committee reviews the performance of the Company and the executive officers during the year, considering established goals, leadership qualities, operational performance, responsibilities, experience, and long-term potential to enhance shareholder value. The Compensation Committee engaged McLagan, its independent compensation consultant, to assist the Committee in its review and approval of the compensation arrangements of the CEO and other executive officers, as described in more detail below. For a description of our compensation risk management practices, see " Board Leadership Structure-Risk Management of Compensation Practices ." Recommendations of the CEO . Our CEO provides recommendations regarding compensation for all of the other NEOs based upon the compensation parameters established by the Compensation Committee. In making these recommendations, the CEO evaluates the performance of the executive officers during the prior year against Company and individual performance goals. Our Chief Human Resources Officer assists the CEO by collecting and organizing relevant historical and current compensation information, including information received from McLagan, peer group compensation information and industry trends. Our Chief Human Resources Officer participates in all regularly scheduled Compensation Committee meetings. The CEO and the Compensation Committee actively discuss compensation decisions for our other executive officers. However, the Compensation Committee has the ultimate decision-making authority and responsibility for compensation decisions affecting our executive officers, including our NEOs. The CEO is not present during any Compensation Committee deliberations or voting concerning the CEO's compensation. Role of Independent Compensation Consultant . The Compensation Committee charter authorizes it to retain the services of outside advisors. The Compensation Committee engaged McLagan as its independent compensation consultant to, among other things: (i) develop a custom high-performing national peer group, in collaboration with the Compensation Committee, for use in compensation analysis; (ii) provide a competitive review of each compensation component for our executive officers and directors compared against peer and survey data; (iii) provide quantitative and qualitative predictive modeling with respect to the pay-for-performance methodologies of various proxy advisory firms; and (iv) provide, from time to time, advice and information on other relevant executive compensation matters, including prevailing ...

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