Bank OZK : Form 10-K/A~Amendment to Annual Report

UNITED STATES

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, D.C. 20429

FORM 10-K/A

(Amendment No. 1)

(Mark One)

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from		to		.
FDIC Certificate No. 110

BANK OZK

(Exact name of registrant as specified in its charter)

ARKANSAS			71-0130170
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)
18000 CANTRELL ROAD, LITTLE ROCK, ARKANSAS			72223
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code: [phone]
Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		OZK		Nasdaq Global Select Market
4.625% Series A Non-Cumulative Perpetual Preferred		OZKAP		Nasdaq Global Select Market
Stock, $0.01 par value per share

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Emerging growth company	☐
Smaller reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity as of the last business day of the registrant's most recently completed second fiscal quarter: $4.2 billion.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practical date.

Class		Outstanding at February 23, 2024
Common Stock, $0.01 par value per share		113,049,093

Documents incorporated by reference: Portions of the Registrant's Proxy Statement for the 2024 Annual Meeting of Shareholders, scheduled to be held on May 6, 2024 are incorporated by reference into Part III of this Annual Report on Form 10-K.

Explanatory Note

On February 26, 2024, Bank OZK (the "Bank") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("Original Filing") with the Federal Deposit Insurance Corporation ("FDIC"). The Bank is filing this Amendment No. 1 on Form 10-K/A to the Original Filing ("Amendment") solely to amend the audit opinion of PricewaterhouseCoopers LLP included in Part II, Item 8, "Report of Independent Registered Public Accounting Firm." Due to a clerical error, the Original Filing included the version of the audit opinion that referenced certain Federal Deposit Insurance Corporation Improvement Act ("FDICIA") requirements. This Amendment includes the audit opinion which should have been included in the Original Filing. There are no changes to our consolidated financial statements as set forth in the Original Filing and the amended audit opinion of PricewaterhouseCoopers LLP does not modify the unqualified opinion previously expressed in the Original Filing.

In addition, this Amendment includes updated certifications from the Bank's principal executive officer and principal financial officer as Exhibits 31.1, 31.2, 32.1 and 32.2.

Except as described above, this Amendment does not amend or modify any other information contained in the Original Filing to reflect events that may have occurred subsequent to the original filing date.

The Bank has included a complete copy of the Original Filing, as amended per above, with this Amendment.

	BANK OZK
	ANNUAL REPORT ON FORM 10-K
	DECEMBER 31, 2023
INDEX		Page
PART I.
Forward-Looking Information	1
Item 1.	Business	2
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	36
Item 1C.	Cybersecurity	37
Item 2.	Properties	38
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	39
PART II.
Item 5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	39
Item 6.	[Reserved]	40
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	41
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	82
Item 8.	Financial Statements and Supplementary Data	83
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	124
Item 9A.	Controls and Procedures	124
Item 9B.	Other Information	125
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	125
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	126
Item 11.	Executive Compensation	126
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	126
Item 13.	Certain Relationships and Related Transactions, and Director Independence	126
Item 14.	Principal Accounting Fees and Services	126
Part IV.
Item 15.	Exhibits, Financial Statement Schedules	127
Item 16.	Form 10-K Summary	127
Exhibit Index	128
Signatures		130

PART I

FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K, including Management's Discussion and Analysis of Financial Condition and Results of Operations, other public filings made by us and other oral and written statements or reports by us and our management include certain forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as such may involve risks and uncertainties. We claim the protection of the safe harbor contained in 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. Forward-looking statements include, without limitation, statements and discussions about economic, real estate market, competitive, employment, credit market and interest rate conditions, including expectations for further changes in monetary and interest rate policy by the Board of Governors of the Federal Reserve System; our plans, goals, beliefs, expectations, thoughts, estimates and outlook for the future with respect to our revenue growth; net income and earnings per common share; net interest margin; net interest income; non-interest income, including service charges on deposit accounts, trust income, bank owned life insurance income, loan service, maintenance and other fees, and gains (losses) on investment securities and sales of other assets; non-interest expense; efficiency ratio; future federal, state and local effective income tax rates; anticipated future operating results and financial performance; expectations regarding future loan originations or loan repayments; asset quality and asset quality ratios, including the effects of current economic and real estate market conditions; nonperforming loans; nonperforming assets; net charge-offs and net charge-off ratios; provision and allowance for credit losses; past due loans; current or future litigation; interest rate sensitivity, including the effects of possible interest rate changes; future growth and expansion opportunities, including plans for making additional acquisitions; problems with obtaining regulatory approval of or integrating or managing acquisitions; plans for opening new offices or relocating, selling or closing existing offices; opportunities and goals for future market share growth; expected capital expenditures; loan and deposit growth, including growth from unfunded closed loans; changes in the volume, yield and value of our investment securities portfolio; availability of unused borrowings; descriptions of plans or other expectations for future operations, products, services and/or new business lines; the need to issue debt or equity securities and other similar forecasts and statements of expectation. Words such as "anticipate," "assume," "believe," "could," "estimate," "expect," "goal," "hope," "intend," "look," "may," "plan," "project," "seek," "target," "trend," "will," "would," and similar words and expressions, as they relate to us or our management, identify forward-looking statements.

Actual future performance, outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements made by us and our management due to certain risks, uncertainties and other assumptions. Certain factors that may affect our future results include, but are not limited to, potential delays or other problems in implementing our growth, expansion and acquisition strategies, including hiring or retaining qualified personnel, obtaining regulatory or other approvals, delays in acquiring satisfactory sites, obtaining permits and designing, constructing and opening new offices or relocating, selling or closing existing offices, or integrating any acquisitions; the availability of and access to capital; possible downgrades in our 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 our 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, including the effects of recent failures of other financial institutions; recently enacted and potential 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; Federal Deposit Insurance Corporation ("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 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 cyber-attacks or an increase in the incidence or severity of fraud, illegal payments, security breaches or other illegal acts impacting us or our 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; the competition and costs of recruiting and retaining human talent; 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

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regulatory actions or rulings as well as other factors identified in this Annual Report on Form 10-K or as detailed from time to time in our public filings. See also Part I, Item 1A. Risk Factors in this Annual Report on Form 10-K.

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. We disclaim any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise.

EXPLANATORY NOTE

Bank OZK (the "Bank") is an Arkansas state banking corporation subject to regulation by the Arkansas State Bank Department ("ASBD") and, as an insured depository institution that is not a member bank of the Board of Governors of the Federal Reserve System ("FRB"), the Bank's primary federal regulator is the FDIC. The Bank is not subject to the FRB's regulation and supervision, except such regulations as are made applicable to the Bank by law and regulation of the FDIC. Unless the context otherwise requires, references in this Annual Report on Form 10-K to terms such as "Bank," "we," "us," and "our" refer to the Bank and its consolidated subsidiaries. Shares of the Bank's common stock are listed on the Nasdaq Global Select Market under the symbol "OZK" and shares of our 4.625% Series A Non-Cumulative Perpetual Preferred Stock ("preferred stock," unless the context requires otherwise) are listed under the symbol "OZKAP."

Item 1. BUSINESS

The disclosures set forth in this item are qualified by "Item 1A. Risk Factors," the section captioned "Forward-Looking Information" and other cautionary statements set forth elsewhere in this Annual Report on Form 10-K.

General

Bank OZK, chartered in 1903, is a full-service Arkansas state-chartered bank, headquartered in Little Rock, Arkansas with deposits insured by the FDIC. We provide a wide range of retail and commercial banking services through approximately 240 offices (as of December 31, 2023) in Arkansas, Georgia, Florida, North Carolina, Texas, California, New York and Mississippi. Deposit services include checking, savings, money market, time deposit and individual retirement accounts. Loan services include various types of real estate, consumer, commercial and industrial loans. We also provide, among other products and services, treasury management services for businesses, non-profits and governmental entities, including wholesale lockbox services, remote deposit capture services, trust and wealth management services for businesses, individuals and non-profit and governmental entities (including financial planning, money management, custodial services and corporate trust services, among other services), ATMs, online and mobile banking services (including electronic bill pay and mobile deposits), telephone banking, debit cards and safe deposit boxes. Through third-party providers, we offer credit cards for consumers and businesses and processing of merchant debit and credit card transactions. We currently operate in one business segment and do not have significant foreign operations. At December 31, 2023, we had total assets of $34.24 billion, total loans (including purchased loans) of $26.46 billion, total deposits of $27.41 billion and total common stockholders' equity of $4.80 billion. For 2023, net interest income was a record $1.44 billion, net income available to common stockholders was a record $0.67 billion and diluted earnings per common share were a record $5.87.

Our Mission

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.

Business Strategy

We believe that stable long-term growth and profitability are the result of developing comprehensive, strong banking relationships with our customers by offering a wide range of products and services and delivering excellent customer service while maintaining disciplined underwriting standards. We are focused on originating high-quality loans and growing a stable deposit base through our emphasis on relationship-based banking and believe that the following strategies will assist us in growing our loan portfolio responsibly, managing our deposit sources to appropriately fund growth in our earning assets, maintaining favorable asset quality compared to industry averages and sustaining our strong profitability.

• We are focused on growing our non-purchased loan portfolio while remaining committed to our conservative credit culture. Historically, a significant portion of our non-purchased loan portfolio growth has been attributable to our Real Estate Specialties Group ("RESG"), which focuses primarily on acquisition, development and construction lending of commercial real estate ("CRE"). We expect to continue to pursue meaningful non-purchased loan growth, including growth within RESG, while diversifying our growth to achieve more balance between CRE lending and other types of loan originations through our Community Banking, Indirect Lending Group, Asset Based Lending Group, Corporate Business Specialties Group and

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Equipment Finance and Capital Solutions Group. Our Community Banking division includes consumer finance, small business, government guaranteed, business aviation, affordable housing and middle market CRE homebuilder finance. Our indirect lending business is a national lending platform that primarily focuses on recreational vehicle ("RV") and marine lending and helps us achieve diversification within our loan portfolio. This "growth, growth and diversification" strategy allows us to capitalize on the unique strengths and expertise of RESG, while also continuing to increase growth in other lending teams contributing to long-term growth and portfolio diversification.

• As we continue to grow and diversify our lending activities, we intend to employ, and enhance as appropriate, the same disciplined underwriting standards and credit risk management processes that have contributed to our consistently favorable asset quality.
• Our reputation, expertise and banking model enable us to build and expand our banking relationships. We remain committed to growing our business in a disciplined manner. We intend to focus on expanding our business by offering an array of financial products and services, which we believe will allow us to continue to achieve long-term and profitable growth in a safe and sound manner.
• We are focused on generating primary deposit relationships with our personal, business and public funds clients throughout our footprint. We strive to offer competitive deposit products, services and rates that provide value to our customers, while generating a fair return for the Bank. A key priority for us is developing and promoting deposit products and tools that encourage positive savings habits and help our customers improve their financial security.
• We continue to focus on the evolving role and importance of technology in our business. This focus is critical in today's rapidly evolving banking environment where technology is becoming increasingly important in driving efficiency, speed and quality of service.
• Our focus on long-term operational efficiency is a key factor in achieving our profitability and future growth goals and objectives. We believe that our expanded and enhanced infrastructure, including our focus on technology and risk management, will allow us to maintain good operational efficiencies over the long term as we grow our business.
• Our historically strong earnings and earnings retention rate, among other factors, have contributed to our building capital ratios well above the minimum to be considered "well capitalized." We are focused on strategies to utilize our capital that are in the best long-term interest of our shareholders. Options for deploying our excess capital may include, among others, organic loan growth, adding new business lines, continuing to increase our cash dividend, and if appropriate, acquisitions or stock repurchases.

Lending Activities

We offer a variety of commercial and consumer lending products to our customers, including most types of real estate loans, consumer and small business loans, indirect lending primarily for RV and marine loans, asset-based commercial lending, equipment financing, lender and structured finance, business aviation financing, commercial and industrial loans, government guaranteed loans, agricultural loans, homebuilder loans, affordable housing loans and subscription financing, among others. Interest rates charged by us vary with degree of risk, type, size, complexity, repricing frequency and other relevant factors associated with the loan or financing arrangement. Competition from other lending providers also affects the interest rates we charge.

Real Estate Loans. Real estate loans are a significant portion of our loan portfolio and include loans secured by residential 1-4 family, non-farm/non-residential, agricultural, construction/land development, multifamily residential properties and other land loans. Non-farm/non-residential loans include those secured by real estate mortgages on owner-occupied commercial buildings of various types, leased commercial, retail and office buildings, hospitals, nursing and other medical facilities, hotels and motels, mixed use properties and other business and industrial properties. Agricultural real estate loans include loans secured by farmland and related improvements, including some loans guaranteed by the Farm Service Agency ("FSA") and the Small Business Administration ("SBA"). Real estate construction/land development loans include loans secured by vacant land, loans to finance land acquisition, development or construction of industrial, commercial, residential or farm buildings or additions or alterations to existing structures. Included in our residential 1-4 family loans are home equity lines of credit. Our real estate loan products are generally payable in monthly or other periodic installments of principal and/or interest, and due and payable in full (unless renewed) at a balloon maturity generally within one to seven years. A significant portion of our loans are structured as term loans with adjustable interest rates (adjustable daily, monthly, semi-annually, annually, or at other regular adjustment intervals), and many of such adjustable rate loans have established "floor" interest rates.

Commercial and Industrial Loans. Our commercial and industrial loan portfolio consists of loans for commercial, industrial and professional purposes including loans to fund working capital requirements (such as inventory, floor plan and receivables financing), purchases of machinery and equipment and other purposes. Also included in commercial and industrial loans are our subscription credit facilities and asset-backed facilities, our business aviation financing, and our equipment finance, lender finance and structured

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finance solutions. We offer a variety of commercial and industrial loan and financing arrangements, including term loans, balloon loans, lines of credit, and lease structures, including some loans guaranteed by the SBA, with the purpose and collateral supporting a particular loan determining its structure. These arrangements are offered to businesses and professionals for short and medium terms. As a general practice, we obtain as loan collateral a lien on furniture, fixtures, equipment, inventory, receivables, unfunded capital commitments or other assets.

Indirect Loans. Our portfolio of indirect consumer loans includes loans to individuals primarily for the purchase of RVs and marine vessels, generated largely through relationships with dealers and correspondent lenders. These loans are generally collateralized by the purchased asset and have terms ranging up to 240 months. These loans are underwritten based on a combination of borrower credit score, documented debt service coverage, previous asset ownership, experience and borrower liquidity, among other factors.

Consumer Loans. Our portfolio of consumer loans (other than indirect consumer loans) includes loans to fund the purchase of automobiles, equipment (including agricultural equipment), ATVs, mobile homes and other similar purposes for consumer needs. These loans are generally collateralized and have terms ranging up to 120 months, depending upon the nature of the collateral, size of the loan, and other relevant factors.

Government Guaranteed Loans. Our portfolio of government guaranteed loans is comprised mainly of SBA, FSA and U.S.

Department of Agriculture guaranteed loans. These loans are commercial in nature and are typically for the refinance or origination of credit facilities secured by, but not limited to, commercial real estate, agricultural real estate, equipment and various other assets.

Small Business Loans. Our portfolio of small business loans includes loans to businesses with less than $1 million in annual revenues. Such loans generally include loans for the purchase (or refinance) of commercial or residential real estate, equipment (including agricultural equipment), lines of credit and various other business purposes. These loans are centrally underwritten and are based on the borrower's ability to make repayment from the cash flow of its business with collateral or guarantor support being a secondary source of repayment.

Mortgage Lending. We offer certain residential mortgage products, including long-term fixed rate loans. We recently began building a secondary market mortgage team to serve our customers' mortgage banking needs. We expect this new team to be operational on a limited basis during the first half of 2024 and to expand across much of our branch footprint in the second half of 2024 and 2025, originating long-term fixed rate and variable rate loans to be sold on a servicing-released basis in the secondary mortgage market.

Lending Approvals and Process

Our Board of Directors ("Board") and Portfolio Oversight Committee ("POC"), which is chaired by our Chief Executive Officer ("CEO"), oversee and provide policy direction for our lending operations, which are primarily administered by our CEO, President, Chief Credit Officer ("CCO") and Chief Lending Officer ("CLO"). We maintain a tiered loan limit authorization system. The CEO, CCO and CLO are granted lending authority by the Board. The loan authorities of other lending officers are granted by the Loan Committee and ratified by the POC on the recommendation of appropriate senior officers in amounts commensurate with the lending officer's skill level and knowledge. Our lending policies contain various measures to limit concentration exposures, including customer and CRE exposures for both funded balances and total commitment (comprised of both funded and unfunded balance), as well as by property type and geography.

We have detailed, comprehensive standards for evaluating credit risk, both at the point of origination and thereafter, as well as a comprehensive internal grading system that is used to identify credit risk at the individual loan level. Oversight of credit risk is provided through loan policy, and various other credit-related policies, clearly defined processes and detailed procedures. These policies, processes and procedures place emphasis on strong underwriting standards and early detection of potential credit problems in order to develop and implement any necessary action plan(s) on a timely basis to mitigate potential losses and are carried out on a daily basis by our lenders and lending support personnel, our credit administration group, our underwriters and various other officers and personnel that have credit management responsibilities.

Deposits

We offer an array of deposit products consisting of non-interest bearing checking accounts, interest bearing transaction accounts, business sweep accounts, savings accounts, money market accounts, time deposits, including individual retirement accounts, among others. We also make available, through various deposit placement networks, reciprocal deposits to our consumer, commercial and public funds deposit customers who want to make large deposit balances eligible for FDIC insurance beyond the traditional $250,000 per insured bank, per depositor. Rates paid on deposits vary by banking market and deposit category due to different terms and conditions, individual deposit size, services rendered and rates paid by competitors on similar deposit products. We act as depository

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for a number of state and local governments and government agencies or instrumentalities. Such public funds deposits are often subject to competitive bidding and generally must be secured by pledging a portion of our investment securities or a letter of credit.

Deposit balances are generally influenced by national, regional and local economic conditions, changes in prevailing interest rates, internal pricing decisions, perceived stability of financial institutions and competition, among other factors. Our deposits come primarily from within our trade area, except that brokered deposits, listing service deposits, certain of our public funds deposits and deposits from our RESG customers, and certain deposit accounts opened online are from outside our primary trade area and may vary from time to time depending on competitive interest rate conditions, funding needs and other factors.

In addition to our deposit base, we have access to other sources of funding, including Federal Home Loan Bank of Dallas ("FHLB") advances, FRB borrowings, repurchase agreements and secured and unsecured federal funds lines of credit from correspondent banks. In recent years, we have also accessed the capital markets through subordinated debt and common and preferred stock offerings. For additional information concerning the Bank's deposits and other funding sources, see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Elements - Liquidity Risk Management to this Annual Report on Form 10-K.

Other Banking Services

Trust and Wealth Services. We offer a broad array of trust and wealth services from our headquarters in Little Rock, Arkansas, with additional staff in Northwest Arkansas, Texas, North Carolina, Georgia and Florida. These services include personal trusts, custodial accounts, investment management accounts, retirement accounts, corporate trust services including trustee, paying agent and registered transfer agent services, and other incidental services. At December 31, 2023, total trust assets were approximately $2.55 billion compared to approximately $2.38 billion at December 31, 2022 and approximately $2.65 billion at December 31, 2021.

Treasury Management Services. We offer treasury management services designed to provide a high level of customized solutions to business, non-profit and governmental customers. Our treasury management services include automated clearing house, or ACH, services (e.g., direct deposit, direct payment and electronic cash concentration and disbursement), wire transfer, zero balance accounts, current and prior day transaction reporting, wholesale lockbox services, remote deposit capture services, automated credit line transfer, investment sweep accounts, reconciliation services, positive pay services, and commercial card, among other services.

Market Areas, Concentrations and Competition

At December 31, 2023, we conducted operations through approximately 240 offices in Arkansas, Georgia, Florida, North Carolina, Texas, California, New York and Mississippi. Our business is impacted by the trends of the regional and local economies in the market areas we serve.

The banking industry in our market areas is highly competitive. In addition to competing with other commercial and savings banks and savings and loan associations, we compete with credit unions, finance companies, leasing companies, mortgage companies, fintech companies, insurance companies, brokerage and investment banking firms, asset-basednon-bank lenders and many other financial service firms. Competition is based on interest rates offered on deposit accounts, interest rates charged on loans, fees and service charges, the quality and scope of products offered and services rendered, including technology-driven solutions and the convenience of banking facilities, among other factors.

A number of competing commercial banks operating in our market areas are branches or subsidiaries of larger organizations affiliated with regional or national banking companies and as a result may have greater resources and lower costs of funds than we have, may have greater access to capital markets, and may offer a broader range of financial services than we currently provide.

Additionally, we face competition from a large number of smaller community banks in the markets we serve. Some of our competitors (larger or smaller) may have more liberal lending policies and processes. Competition among providers of financial products and services continues to increase as technology advances have lowered the barriers to entry for financial technology companies, with consumers having the opportunity to select from a growing variety of traditional and nontraditional alternatives, including crowdfunding, digital wallets and money transfer services, among others. The ability of non-banking financial institutions to provide services previously limited to commercial banks has also intensified competition. Because non-banking financial institutions are not subject to many of the same regulatory restrictions as banks, they can often operate with greater flexibility and lower cost structures. Despite the highly competitive environment, we believe we will continue to be competitive because of our expertise in real estate lending and various other types of lending, strong commitment to quality customer service, active community involvement and competitive products and pricing.

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Information Technology

The ability to access and use technology is an increasingly competitive factor in the financial services industry. Technology is not only important with respect to delivering financial services and protection of the security of customer information but also in processing information. We must continually make technology investments to remain competitive in the financial services industry. The performance of our technology partners is managed and monitored in accordance with our internal policies, processes and procedures. Additionally, we have various technology applications developed or under development within our technology group to address the needs of our customers, our lending groups and our employees, among others, by using technology to provide solutions, create additional operational efficiencies and provide greater privacy and security protection for our and our customers' data.

Business Resilience

We have developed and implemented business resilience programs to provide employees, customers, and stakeholders with reasonable assurance of resilience and recovery capabilities prior to, during and following a disruption. These programs align with industry standards and leading practices, comply with regulatory requirements, including those of the Federal Financial Institutions Examination Council, and are subject to periodic review by the FDIC and ASBD, as well as internal audits.

The key elements of the programs are business continuity, disaster recovery and crisis management. These include planning, monitoring for new or adapting threats, adjustments to meet the needs of a dynamic and growing organization, verification of recovery capabilities through tests and exercises, and continuous process improvement. The programs are actively managed, include various plans and teams trained and available around-the-clock to respond to disruptions and provide appropriate response during a disruption affecting our employees, customers, assets, business operations, technology infrastructure, brand and/or third-party relationships. The plans and programs are supported by a governance framework and are reviewed no less than annually to ensure strategies are effective, scalable, and current.

Employees and Human Capital Resources

At December 31, 2023, we had 2,744 full-time equivalent employees. None of our employees is represented by a union,

collective bargaining agreement or similar arrangement, and we have not experienced any labor disputes or strikes arising from any organized labor groups. We believe our employee relations are good.

Our Culture. We believe culture is critical to our success. The "OZK Way" reflects our guiding principles for driving success. These are the standards we expect every Bank team member to strive to achieve:

• Better Character. We conduct ourselves and our business with the highest standards of honesty, ethics, integrity and fair dealing.
• Better Experiences. We provide exceptional service, develop meaningful products and leverage technology to serve our clients effectively while fostering relationships rooted in trust.
• BetterX. We relentlessly pursue excellence through continuous innovation and improvement, realizing that many small incremental enhancements can compound mightily over time.
• Better Together. We champion teamwork and collaboration, and appreciate that our collective accomplishments lead to exponentially greater results.

Diversity, Equity and Inclusion. We believe that fostering a culture of diversity, equity and inclusion broadens perspectives, engages employees, encourages teambuilding and helps create a positive environment to work and grow. This ultimately can better address the varied needs of our customers and the communities in which we serve. We are investing in building a future pipeline of diverse candidates through educational institutions and programs within our local communities and by casting a wider net for talent acquisition and development, including internal talent mobility. Our talent acquisition practices are designed to attract top talent in the financial services industry and foster an inclusive, respectful and rewarding workplace. Our talent acquisition professionals guide supervisors in the proper recruitment and selection of talent, and our employee referral programs serve to reward current employees for identifying top talent who choose to apply and accept employment with us. We also provide education and training to our employees that focus on inclusive behaviors and understanding in the workplace.

Training, Talent Development and Employee Engagement. We aim to help each member of our corporate family grow, develop and achieve their career objectives and potential. In return, we expect all employees to advance our interests through their hard work, loyalty, positive attitudes and performance. Because continuous learning is essential to our success and the success of our employees, we invest significantly in employee education and development, not only to ensure our employees are knowledgeable about regulatory

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requirements and corporate policies, but also to build the skills and capabilities necessary for employees to advance professionally over the long-term. We continue to assess and enhance our programs and offerings to enable our employees to improve competencies in various areas, including communications, coaching, team dynamics, performance management and team development, through online and micro-learning and guided discussion sessions.

As the challenging employment market persists, including limited talent pools and expensive labor, we continue to focus on and assess employee engagement. We believe strengthening the connection employees feel toward the work they do, their teams and the overall organization is at the core of employee wellbeing, customer satisfaction and organizational success. We periodically conduct formal employee engagement surveys, with our most recent survey completed in the fall of 2022 and our next survey planned for fall of 2024. In addition, we conducted employee focus groups and actively promoted and supported a dedicated internal portal referred to as "BetterX" for employees to provide suggestions on how we can improve our processes, procedures, policies and practices. Providing our employees with platforms to voice their ideas and concerns enables us to develop and implement action plans to enhance employee satisfaction and to ensure alignment with our overall human capital strategy.

Compensation & Benefits. We provide and continually review competitive compensation and benefits programs to help meet the needs of our employees and their families. In addition to base wages, these programs include a 401(k) plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, and employee assistance programs, among many others. All employees are compensated based on their individual merit and performance without regard to race, color, national origin, religion, sex (including gender, pregnancy, sexual orientation or gender identity), age, disability, genetic information, veteran status or any other protected status under federal, state or local law.

Employee Health, Wellness & Safety. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including benefits that support their physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors.

We encourage you to refer to our most recent Corporate Social Responsibility ("CSR") Report, available on our investor relations website, for more detailed information regarding our human capital initiatives. Nothing on our website, or in our CSR Report, shall be deemed incorporated by reference into this Annual Report on Form 10-K.

Information about our Executive Officers

The following is a list of our executive officers. All information is given as of February 23, 2024.

George Gleason, age 70, Chairman and Chief Executive Officer. Mr. Gleason has served the Company as 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.

Brannon Hamblen, age 58, President. Prior to assuming the role of President in July 2021, Mr. Hamblen served as President and Chief Operating Officer - Real Estate Specialties Group ("RESG") since 2018. Mr. Hamblen joined the Bank in 2008 and served as Senior Vice President, Originations from 2008 to 2012, Director of Asset Management - RESG from 2012 to 2017, and Chief Operating Officer - RESG in 2017 until he was named President and Chief Operating Officer - RESG in 2018. Prior to joining the Bank, Mr. Hamblen worked in the real estate consulting practices of Ernst & Young/Kenneth Leventhal and KPMG, and in acquisitions, development, asset management, and capital markets with R.M. Crowe Company, a large Dallas-based, privately owned real estate owner/operator. Mr. Hamblen holds a B.S. in Agricultural Economics and a M.S. in Land Economics & Real Estate from Texas A&M University.

Tim Hicks, age 51, Chief Financial Officer. Prior to assuming the role of Chief Financial Officer in June 2022, Mr. Hicks served as Chief Credit and Administrative Officer since October 2020. He joined the Bank in 2009 and served as Senior Vice President, Corporate Finance from 2009 to 2012, Executive Vice President, Corporate Finance from 2012 to 2016, Executive Vice President and Chief of Staff from 2016 to July 2017, and Chief Administrative Officer and Executive Director of Investor Relations from July 2017 to October 2020. From 2006 to 2009, Mr. Hicks served as director of investor relations and assistant treasurer of a publicly traded telecommunications company. Prior to 2006, Mr. Hicks held various positions with a big-four public accounting firm, leaving as a senior audit manager. Mr. Hicks is a C.P.A. (inactive) and holds a B.A. in Business and Economics from Hendrix College.

Cindy Wolfe, age 58, Chief Operating Officer. Prior to assuming the role of Chief Operating Officer in June 2022, Ms. Wolfe served as Chief Banking Officer since 2018. She joined the Bank in 1997, opened the Bank's Charlotte loan production office in 2001, and served as Senior Vice President - Lending from 2001 to 2005, Executive Vice President - Lending from 2005 to 2012, Charlotte Market President from 2012 to 2014, Carolinas Division President from 2014 to 2018, and Deputy Director of Community Banking

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from 2015 to 2018. Prior to joining the Bank, Ms. Wolfe held various positions with national banks in commercial lending, operations, project management and internal audit. Ms. Wolfe holds a B.A. in Business Administration from Queens University of Charlotte and is a Certified Commercial Investment Member.

Alan Jessup, age 51, Chief Lending Officer. Prior to assuming the role of Chief Lending Officer, Mr. Jessup served as Deputy Director of Community Banking since 2015 overseeing the Bank's Agricultural Lending Division and offices across South Arkansas, Alabama, Florida and Georgia. He joined the Bank in 2008 and served as Saline County President from 2008 to 2011 and South Arkansas President from 2011 to 2015. Mr. Jessup holds a B.S. in Finance from Arkansas State University.

John Carter, age 43, Chief Credit Officer. Mr. Carter rejoined the Bank in March 2023 after serving as the Chief Investment Officer and then Chief Executive Officer for Huffman & Co., a real estate development company, from 2020 to 2023. From 2009 to 2020, he worked for the Bank in a variety of roles, including as Chief Credit Officer, Director of Community Banking, Deputy Director of Community Bank Lending, Little Rock Market President, and Senior Vice President. Mr. Carter holds a B.S. in Economics and Finance from Arkansas Tech University and a Master of Business Administration from the University of Arkansas at Little Rock.

Scott Trapani, age 61, Chief Risk Officer. Prior to joining the Bank in March 2019, Mr. Trapani served as Executive Vice President and Chief Risk Officer for Hilltop Holdings Inc. (NYSE: HTH) in Dallas, Texas from 2015 through 2019. Mr. Trapani served as Senior Vice President and Chief Risk Officer for the Federal Home Loan Bank of Dallas from 2013 through 2015 and as Chief Compliance Officer for Invesco, Ltd. in Atlanta, Georgia from 2008 through 2013. Earlier in his career, Mr. Trapani held senior roles in compliance and risk management with SunTrust Bank, GE Capital Corporation, BearingPoint Consulting and the FDIC. Mr. Trapani is a CFA charterholder and holds a B.S. in Finance from Arizona State University.

Stan Thomas, age 52, Chief Accounting Officer. Mr. Thomas joined the Bank in 2011 and served as Senior Vice President/ Director of Financial Reporting from 2011 to 2015 and Executive Vice President/Director of Financial Reporting from 2015 to 2019 prior to assuming the role of Chief Accounting Officer in January 2020. From 2008 to 2011, Mr. Thomas was a senior audit manager with a regional accounting firm. Prior to 2008, Mr. Thomas held various positions with big-four accounting firms, leaving as a senior audit manager. Mr. Thomas is a C.P.A and holds a B.S. in Accounting and an M.B.A from Louisiana Tech University.

Helen W. Brown, age 46, General Counsel and Corporate Secretary. Prior to assuming the role of General Counsel in February 2020, Ms. Brown served as the General Counsel Corporate Governance and Corporate Secretary from July 2018 to January 2020. Ms. Brown joined the Bank in November 2013 as General Counsel Corporate Finance. Prior to joining the Bank, Ms. Brown was a Partner at Bass, Berry & Sims PLC in the firm's Corporate and Securities practice group. While in private practice, Ms. Brown focused on capital markets transactions, mergers and acquisitions and strategic investments, as well as advising companies on a variety of corporate governance and securities law matters. Ms. Brown received her Juris Doctor degree from the University of Arkansas School of Law and her Bachelor of Arts degree from the University of Arkansas.

Patrick Carr, age 52, Managing Director - Corporate Finance Data and Technology. Prior to joining the Bank in December 2021, Mr. Carr served as Senior Vice President and Chief Accounting Officer of Hanmi Financial Corporation (Nasdaq: HAFC) and its wholly owned subsidiary, Hanmi Bank, from September 2020 to November 2021. He previously held several roles in finance, accounting and risk management at JPMorgan Chase, most recently serving as Managing Director, Consumer Risk Analytics and Forecasting. Mr. Carr is a certified public accountant and spent the first 9 years of his career at big-four accounting firms. Mr. Carr earned his B.S. degree in business administration in accountancy from John Carroll University.

Jason Cathey, age 43, Chief Information Officer. Prior to assuming the role of Chief Information Officer in May 2022, Mr. Cathey served as Chief Information Security Officer from 2018 to 2022. He joined the Bank in 2015 and served as a Cybersecurity Intelligence Analyst from 2015 to 2016 and an Information Systems Security Officer from 2016 to 2018. Mr. Cathey has over twenty years of professional technology experience with various leadership positions in information technology, information security, and banking operations. He is actively involved in the financial and technology communities, serving on multiple advisory and executive boards, including as past president for the Infragard Arkansas Members Alliance. Mr. Cathey holds a B.S. in Management Information Systems from Arkansas State University.

Tamara Gotham, age 40, Chief Administrative Officer. Prior to assuming the role of Chief Administrative Officer in June 2022, Ms. Gotham served as Managing Director, Resilience and Learning and Development from 2021 to June 2022. She joined the Bank in 2016 and served as Director of Business Resilience from 2016 to 2019 and Director of Corporate Security and Resilience from 2019 to 2021. Prior to joining the Bank, Ms. Gotham held various leadership positions in business continuity and disaster recovery with other financial institutions. She holds a B.S. in Finance from John Carroll University.

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