SmartFinancial, Inc. extended the deadline for its registered exchange offer of up to $100 million of 7.25% Fixed‑to‑Floating Rate Subordinated Notes due 2035. The offer, originally set to expire on January 2 2026, now runs until January 9 2026, giving holders an additional week to tender their notes.
The exchange is a registered exchange offer, meaning the company is swapping unregistered notes issued in a private placement on August 20 2025 for identical notes that have been registered with the Securities and Exchange Commission. The swap does not involve a conversion to common equity; instead, it removes transfer restrictions and improves liquidity for investors while keeping the company’s debt profile unchanged.
As of January 2 2026, $82.5 million of the outstanding notes—82.5% of the total principal available under the offer—had already been tendered. The high participation rate reflects strong investor demand and the company’s desire to comply with registration‑rights agreements while maintaining a solid capital base. In Q3 2025, SmartFinancial reported net income of $13.7 million, or $0.81 per diluted share, up from $9.1 million ($0.54 per diluted share) in Q3 2024, underscoring the firm’s improving profitability and cash‑generating ability.
Management highlighted the strategic rationale behind the extension. President and CEO Billy Carroll noted, “On the heels of these achievements, we look forward to closing out 2025 with increased market share and laying the groundwork for an even stronger 2026.” Chairman Miller Welborn added that the board was pleased with the company’s “strong start to 2025 both financially and culturally,” citing a 9% annualized growth in tangible book value per share and continued improvement in the efficiency ratio. The extension allows the company to finalize the exchange while preserving flexibility to deploy capital into higher‑return banking activities.
The exchange is expected to improve SmartFinancial’s capital ratios by eliminating transfer restrictions and potentially reducing the cost of capital, although the company has not released specific ratio projections. The move also aligns with the firm’s broader strategy to manage its capital structure, enhance liquidity, and position itself for future growth initiatives. The company will report its next quarterly earnings on January 26 2026, where investors will see how the exchange and other capital‑management actions influence its financial position.
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