Bank OZK : Form 8-K~Current Report

UNITED STATES

FEDERAL DEPOSIT INSURANCE CORPORATION

Washington, D.C. 20429

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported):

May 10, 2024

BANK OZK

(Exact name of registrant as specified in its charter)

Arkansas	110	71-0130170
(State or other jurisdiction of incorporation)	(FDIC Certificate Number)	(IRS Employer Identification No.)
18000 Cantrell Road, Little Rock, Arkansas	72223
(Address of principal executive offices)	(Zip Code)

[phone]

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2.):

• ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• ) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Common Stock, $0.01 par value per share 4.625% Series A Non-Cumulative Perpetual Preferred Stock, $0.01 par value per share

Trading Symbol(s)	Name of each exchange on which registered
OZK	Nasdaq Global Select Market
OZKAP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

Bank OZK (the "Company") has published its quarterly Investor Presentation, reflecting First Quarter 2024 financial information and other data. A copy of the Company's Investor Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

The information contained in this presentation is summary information that is intended to be considered in the context of the Company's filings with the Federal Deposit Insurance Corporation ("FDIC") and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the FDIC, through press releases, or through other public disclosure, including disclosure on the Company's website.

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K and certain other communications by the Company contain statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company's present expectations. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements. Additional information regarding these and other risks is contained in the Company's filings with the FDIC.

Item 9.01 Financial Statements and Exhibits

1. Exhibits. The following exhibit is being furnished to this Current Report on Form 8-K:
   99.1 Bank OZK Investor Presentation (May 2024)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BANK OZK
Date: May 10, 2024	By:	/s/ Tim Hicks
	Name:	Tim Hicks
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Document Description

99.1 Bank OZK Investor Presentation (May 2024)

Exhibit 99.1

Nasdaq: OZK | May 2024

Forward Looking Statements

This presentation and other communications by Bank OZK (the "Bank") include certain "forward-looking statements" regarding the Bank's plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future that are intended to be covered by the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on management's expectations as well as certain assumptions and estimates made by, and information available to, management at the time. Those statements are not guarantees of future results or performance and are subject to certain known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: potential delays or other problems in implementing the Bank's growth, expansion and acquisition strategies, including obtaining regulatory or other approvals, delays in acquiring satisfactory sites, obtaining permits and designing, constructing and opening new offices, relocating, selling or closing existing offices; integrating any acquisitions; the availability of and access to capital; possible downgrades in the Bank's credit ratings or outlook which could increase the costs of or decrease the availability of funding from capital markets; the ability to attract new or retain existing deposits or to retain or grow loans, including growth from unfunded closed loans; the ability to generate future revenue growth or to control future growth in non-interest expense; interest rate fluctuations, including changes in the yield curve between short-term and long-term interest rates or changes in the relative relationships of various interest rate indices; competitive factors and pricing pressures, including their effect on the Bank's net interest margin or core spread; general economic, unemployment, credit market and real estate market conditions, and the effect of such conditions on the creditworthiness of borrowers, collateral values, the value of investment securities and asset recovery values; conditions within the banking industry; recently enacted and potential new laws and regulatory requirements or changes to existing laws and regulatory requirements, including changes affecting oversight of the financial services industry, changes intended to manage or mitigate climate and related environmental risks or changes in the interpretation and enforcement of such laws and requirements, and the costs and expenses to comply with new and/or existing legislation and regulatory requirements; uncertainty regarding changes in U.S. government monetary and fiscal policy; the impact of any U.S. federal government shutdown or budgetary crisis; FDIC special assessments or changes to regular assessments; the ability to keep pace with technological changes, including changes regarding artificial intelligence and maintaining cybersecurity; the impact of any failure in, or breach of, our operational or security systems or infrastructure, or those of third parties with whom we do business or others, including as a result of cyberattacks or an increase in the incidence or severity of fraud, illegal payments, security breaches or other illegal acts impacting the Bank, its customers or others; natural disasters; acts of war or terrorism; the potential impact of continuing inflationary pressures; the potential impact of supply chain disruptions; national or international political instability or military conflict, including the conflict in the Middle East and the ongoing war in Ukraine; competition for and costs of recruiting and retaining qualified personnel; impairment of our goodwill; adoption of new accounting standards, or changes in existing standards; and adverse results (including costs, fines, reputational harm and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions or rulings as well as other factors identified in this communication or as detailed from time to time in our public filings, including those factors described in the disclosures under the headings "Forward-Looking Information" and "Item 1A. Risk Factors" in our most recent Annual Report on Form 10-K for the year ended December 31, 2023 and our quarterly reports on Form 10-Q. Should one or more of the foregoing risks materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described in, or implied by, such forward-looking statements. The Bank disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise.

2

Bank OZK (Nasdaq: OZK) - At a Glance

Bank OZK is a high-performing regional bank with deep expertise in specialized lending businesses nationwide. It operates through 228 retail branches in Arkansas, Georgia, Florida, North Carolina and Texas and 12 loan production offices.

Recent Financial Highlights*

Offices

▪	Total Assets	$36.0 billion
▪	Total Loans	$28.0 billion
▪	Total Deposits	$29.4 billion
▪	Total Common Stockholders' Equity	$4.93 billion

▪ 3M24 Net Interest Margin	4.71%
▪ 3M24 Efficiency Ratio	32.6%
▪ 3M24 Net Charge-off Ratio**	0.11%
▪ 3M24 Return on Average Assets**	1.96%
▪ 3M24 Return on Average TCE+	16.4%
▪ TCE / TA Ratio+	12.1%

• As of March 31, 2024
• Annualized

• The calculations of the Bank's tangible common stockholders' equity ("TCE"), return on average TCE, ratio of TCE to tangible assets and the reconciliations to GAAP are included in the schedule at the end of this presentation.

In addition to the branches and loan production offices ("LPOs") above, we have our corporate headquarters located in Little Rock, AR; our RESG headquarters located in Dallas, TX; and our Indirect Lending headquarters located in Alpharetta, GA (each including a branch or LPO counted above); as well as an operations campus located in Ozark, AR; our OZK Labs in St. Petersburgh, FL; and a solar power plant located in Stuttgart, AR.

3

1st Quarter 2024 Key Highlights

Record Quarterly Net Income Available to Common Stockholders of $171.5 million, an increase of 3.4% compared to the first

quarter of 2023.

Record Quarterly Diluted Earnings Per Common Share of $1.51, an increase of 7.1% compared to the first quarter of 2023.

Record Quarterly Pre-taxPre-provision Net Revenue* ("PPNR") of $272.7 million, an increase of 10.7% compared to the first quarter of 2023.

Record Quarterly Net Interest Income of $376.9 million, an increase of 9.3% compared to first quarter of 2023.

Record Loan Balances - Total loans outstanding were $28.03 billion, increasing $1.57 billion, or 5.9% not annualized, in the quarter just ended.

Record Deposit Balances - Deposits were $29.41 billion, increasing $2.00 billion, or 7.3% not annualized, in the quarter just ended.

Liquidity - Available primary and secondary liquidity sources increased to $12.0 billion at March 31, 2024.

Asset Quality - Our annualized net charge-off ratio for total loans was 0.11% and our quarter-end ratios of nonperforming non-purchased loans to total non-purchased loans and nonperforming assets to total assets** were 0.20% and 0.33%, respectively.

Return on Average Assets ("ROAA") and ACL Build - We achieved an annualized ROAA of 1.96% in the quarter just ended, while building our Allowance for Credit Losses ("ACL") by a net $35.7 million.

Efficiency Ratio of 32.6%, among the best in the industry.

Capital - Our common stockholders' equity ratio and tangible common stockholders' equity ratio* were 13.68% and 12.06%, respectively, at March 31, 2024. At March 31, 2024, our book value and tangible book value per common shares were $43.44 and $37.62, respectively, increases of 13.0% and 15.1% from March 31, 2023.

Dividends - We recently increased our dividend on common stock for the 55th consecutive quarter.

• The calculations of the Bank's PPNR, tangible common stockholders' equity and tangible book value per share and the reconciliations to generally accepted accounting principles ("GAAP") are included in the schedule at the end of this presentation.
• Excludes purchased loans, except for their inclusion in total assets.

4

Expertise in Key Lending Verticals Contributes to Our Favorable Asset Quality

We conduct extensive lending operations through our network of 228 branches and 12 loan production offices:

• Real Estate Specialties Group ("RESG") is a nationally recognized leader in commercial real estate construction and development finance.
• Our Community Bank originates loans through commercial (generalist) lenders and specialty lending teams.
• Indirect RV & Marine lending is a nationwide business originating consumer loans through an extensive dealer network.
• Corporate and Institutional Banking ("CIB") includes our Asset Based
  Lending Group, Fund Finance, and Equipment Finance & Capital Solutions teams. These teams focus on non-real estate lending within our footprint and nationwide.

5

Loans Are Our Largest Category of Earning Assets

Strong Loan Portfolio Growth Combined with Excellent Yields

Our total loans at March 31, 2024 were a record $28.03 billion, having increased $5.97 billion, or 27.1%, from March 31, 2023 and $1.57 billion, or 5.9% not annualized, from December 31, 2023.

Our excellent first quarter loan growth may be our best of the year. While we expect continued good loan growth in the remainder of 2024, we believe that loan growth for the full year of 2024 will likely be less than the $5.68 billion achieved in 2023. Loan growth in 2024 may vary significantly from quarter to quarter and may be impacted by interest rates, economic conditions, competition or other factors.

* Period End Totals

		$30,000										$26,459	$28,031	12.00%
										$25,332
									$23,607
		$25,000						$22,062				10.00%
				$19,514	$20,779						Total Loan Yield
			$18,931	$18,743
Total Loans*		$20,000								8.00%
($ millions)
$15,000					7.38%	8.06%	8.44%		8.58%	8.64%	8.70%	6.00%
			6.32%
$10,000	5.40%	5.60%									4.00%
$5,000												2.00%
		$-												0.00%
			1Q22	2Q22	3Q22		4Q22	1Q23	2Q23		3Q23	4Q23	1Q24
						Period-End Total Loans		Total Loan Yield

Non-Purchased Loans*		$30,000							$25,051	$26,195	$27,781	12.00%	Non-Purchased Loan Yield
							$23,292
	$25,000					$21,701				10.00%
			$19,104	$20,400
		$18,450	$18,298
($ millions)	$20,000							8.00%
$15,000				7.38%	8.07%	8.47%	8.59%	8.65%	8.71%	6.00%
			6.32%
$10,000	5.37%	5.55%							4.00%
$5,000										2.00%
$-	1Q22	2Q22	3Q22	4Q22	1Q23	2Q23	3Q23	4Q23	1Q24	0.00%
					Period-EndNon-purchased Loans		Non-purchased Loan Yield
		$750										15.00%

Purchased Loans*			$481									13.00%	Purchased LoanYield
	$500	$445
($ millions)		$410
		$379						11.00%
			$361
				$316
						$281
		7.75%					$264	$250	9.00%
$250			7.23%	7.13%
6.63%		6.61%	6.16%
						7.97%			7.00%
							7.92%	7.74%
$-										5.00%
			1Q22	2Q22	3Q22	4Q22	1Q23	2Q23	3Q23	4Q23	1Q24
					Period-End Purchased Loans		Purchased Loan Yield

6

Expert Lending Teams Driving Diversified Growth

Non-purchased Loans by

Lending Group

RESG was the largest contributor to non- purchased loan growth for the first quarter of 2024. Community Banking, Indirect RV & Marine and CIB, collectively, contributed $0.40 billion to non- purchased loan growth in the first quarter of 2024.

		3/31/2024 Balances
	$	millions	%
RESG	$	18,111	65%
Community Banking		4,837	18%
Indirect RV & Marine		3,063	11%
CIB		1,770	6%
Total	$	27,781	100%

	$30,000
	$27,500	$1,189	$56	$204	$137
				$27,781
	$25,000	$26,195
1st Quarter	$22,500
of 2024	$20,000
($ millions)
	$17,500
	$15,000

12/31/23	Real Estate	Community	Indirect RV &	Corporate &	3/31/24
Balance	Specialties	Banking	Marine	Institutional	Balance
	Group			Banking

	Figure 21: Non-purchased Loan Growth Mix
	$30,000
	$27,500			$87	$579	$677
				$27,781
	$25,000
		$4,737
Last Four	$22,500
	$21,701
Quarters	$20,000
($ millions)	$17,500
	$15,000
		3/31/23	Real Estate	Community	Indirect RV &	Corporate &	3/31/24
		Balance	Specialties	Banking	Marine	Institutional	Balance
			Group			Banking

7