UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~August~~September 1418, 2025

Date of Report (Date of earliest event reported)

Southside Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)


Texas	000-12247	75-1848732
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 S. Beckham Avenue,

Tyler,

75701

(Address of Principal Executive Offices)

(Zip Code)

Registrant’'s telephone number, including area code: (903) 531-7111

(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:


☐			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

Trading Symbol

Name of each exchange on which registered

Common stock, $1.25 par value

SBSI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	~~Emerging growth company~~	¨	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 15.0102. ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August 14~~September 18, 2025, ~~Southside Bancshares,~~Lee ~~Inc~~R. ~~(the “Company”)~~Gibson, ~~completed~~Chief ~~its~~Executive ~~previously-announced~~Officer ~~public offering~~ (~~the~~ “~~Offering~~CEO”) of ~~$150~~Southside Bancshares,~~000,000 aggregate~~ ~~principal amount of its 7~~Inc.~~00%~~ ~~Fixed-to-Floating Rate Subordinated Notes due 2035~~ (the “~~Notes~~Company”). ~~The Notes were offered~~ and ~~sold~~Southside ~~pursuant~~Bank ~~to the Company’s registration statement on Form S-3ASR~~ (~~Registration No. 333-271518) filed with~~ the ~~U.S.~~ ~~Securities and Exchange Commission (the~~ “~~Commission~~Bank”) ~~on April 28~~, ~~2023,~~a ~~and~~subsidiary of the ~~base prospectus~~Company, ~~dated~~and ~~April~~director ~~28, 2023,~~of ~~contained~~the ~~therein,~~Company asand ~~supplemented by~~ the ~~preliminary prospectus supplement~~Bank, ~~filed~~notified ~~with~~ the ~~Commission~~Company onof ~~August 7,~~his ~~2025,~~decision ~~and a~~to ~~final~~retire ~~prospectus~~as ~~supplement~~CEO, ~~filed~~effective ~~with~~December ~~the Commission on August 8~~31, 2025~~, relating to the Notes~~. Mr. ~~The~~Gibson ~~Notes~~will ~~are~~continue ~~intended to qualify~~ as ~~Tier~~ 2a ~~capital~~member ~~for~~of ~~regulatory~~the ~~purposes.~~Board ~~The~~of ~~net~~Directors ~~proceeds~~ of the ~~Offering~~Company ~~were approximately $147,750,000, after deducting underwriting discounts~~ and ~~commissions but before deducting Offering expenses payable by~~ the ~~Company~~Bank. Following ~~The~~his ~~Company intends to use the net proceeds of the Offering for general corporate purposes~~retirement, ~~which~~Mr. ~~may~~Gibson ~~include,~~will ~~but~~receive ~~are~~director ~~not~~compensation ~~limited~~consistent ~~to,~~with ~~the~~other ~~redemption~~non-employee ~~of all or less than all of the Company’s outstanding 3~~directors.~~875%~~ Mr. ~~Fixed-to-Floating~~Gibson ~~Rate~~did ~~Subordinated~~not ~~Notes~~previously ~~due~~receive ~~2030~~any ~~(the~~separate ~~“2030~~compensation ~~Subordinated~~for ~~Notes”)~~serving on ~~November 15, 2025, repayment or refinancing of other outstanding indebtedness, repurchasing shares of~~ the ~~Company’s~~Board ~~common~~during ~~stock,~~his ~~acquisitions of~~tenure ~~other~~as ~~companies~~an ~~and~~executive ~~such~~with ~~other purposes indicated in~~ the ~~applicable pricing supplement~~Company.

The ~~Notes~~Board ~~were~~of ~~issued~~Directors ~~pursuant to~~of the ~~Indenture,~~Bank ~~dated~~and asthe ofCompany ~~August 14~~on September 18, 2025, (approved the ~~“Base~~ ~~Indenture”),~~appointment ~~between~~of Keith Donahoe, the Company's and ~~Wilmington~~Bank's ~~Trust, National~~current ~~Association (the “Trustee”)~~President, asto ~~supplemented~~Chief byExecutive ~~the~~Officer ~~First~~and ~~Supplemental~~President ~~Indenture~~of (the ~~“Supplemental Indenture”),~~ ~~dated~~Company asand ofthe ~~August 14,~~Bank ~~2025~~on ~~(as~~the soeffective ~~supplemented,~~date ~~the “Indenture”),~~of ~~between~~ the ~~Company~~retirement ~~and~~of ~~the Trustee~~Mr. Gibson.

~~From~~Mr. ~~and including the date of issuance to~~Donahoe, ~~but excluding~~55, ~~August 15,~~has ~~2030,~~over or30 ~~earlier~~years ~~redemption~~of ~~date,~~experience in the ~~Notes~~banking ~~will~~industry. ~~bear~~Mr. ~~interest~~Donahoe athas anserved ~~initial~~as ~~fixed~~President ~~rate~~ of ~~7.00%~~the ~~per~~Company ~~annum, payable semi-annually in arrears on February 15~~ and ~~August 15~~Southside ofsince ~~each~~May ~~year~~2024, ~~commencing~~overseeing onvarious ~~February 15, 2026.~~company-wide ~~From~~functions ~~and~~ including ~~August 15,~~credit ~~2030,~~and ~~to,~~commercial ~~but~~lending ~~excluding~~activities, ~~August 15,~~as ~~2035,~~well oras ~~earlier~~information ~~redemption~~technology ~~date,~~and ~~the~~bank ~~Notes~~operations. ~~will~~Upon ~~bear interest~~joining atSouthside aBank ~~floating~~in ~~rate per annum equal to a benchmark rate~~2021, ~~which~~he isfirst ~~expected~~served ~~to be Three-Month Term SOFR (~~as ~~defined~~Austin inMarket ~~the~~President ~~Supplemental Indenture),~~and ~~plus~~later ~~357 basis~~as ~~points,~~Central ~~payable~~Texas ~~quarterly~~Regional inPresident. ~~arrears~~Prior onto ~~February 15,~~joining ~~May 15~~Southside, ~~August 15~~he ~~and~~was ~~November 15 of~~with ~~each~~Frost ~~year~~Bank, ~~commencing~~a onregional ~~November 15,~~bank ~~2030.~~in ~~Notwithstanding~~Texas ~~the~~for ~~foregoing~~26 years, ifof ~~the~~which ~~benchmark~~he ~~rate~~served ~~is less than zero, then~~ the ~~benchmark rate~~last ~~shall~~10 beyears ~~deemed~~as toan beExecutive ~~zero~~Vice President.

The Company may, at its option, redeem the Notes in whole or in part beginning with the interest payment date of August 15, 2030, and on any interest payment date thereafter. The Company may also redeem the Notes, in whole but not in part, upon the occurrence of a “Tax Event” or a “Tier 2 Capital Event” (as defined in the Supplemental Indenture) or the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, to but excluding, the date of redemption. Any early redemption of the Notes will be subject to receipt of the approval of the Board of Governors of the Federal Reserve System to the extent required under applicable laws or regulations, including capital regulations. The Notes will not have the benefit of any sinking fund.

The Notes are unsecured, subordinated obligations of the Company and (i) rank junior to all of the Company’s existing and future senior indebtedness; (ii) rank equal in right of payment with any of the Company’s existing and future subordinated indebtedness, including the Company’s outstanding 2030 Subordinated Notes; (iii) rank senior to the Company’s existing junior subordinated debt securities and any of the Company’s future indebtedness the terms of which provide that such indebtedness ranks junior in right of payment of the Notes; (iv) are effectively subordinated to all of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (v) are structurally subordinated to all of the existing and future liabilities and obligations of the Company’s subsidiaries, including deposit liabilities and claims of other creditors of the Company’s bank subsidiary, Southside Bank.

The Indenture provides that the maturity of the Notes may only be accelerated upon the occurrence of certain events related to the bankruptcy or insolvency of the Company, whether voluntary or involuntary, or certain events related to the insolvency of Southside Bank. There is no right of acceleration of the payment of principal of the Notes upon a default in the payment of principal of or interest on the Notes or in the performance of any of the Company’s covenants or agreements contained in the Notes, in the Indenture or any of the Company’s other obligations or liabilities.

The foregoing descriptions of the Base Indenture and the Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of such documents. For a complete description of the Base Indenture and the Supplemental Indenture, which includes the form of the Notes, please refer to the Base Indenture, attached as Exhibit 4.1 to this Current Report on Form 8-K, and the Supplemental Indenture, attached as Exhibit 4.2 to this Current Report on Form 8-K, which are incorporated herein by reference. The form of the Notes is included in Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the opinion of Alston & Bird LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.

The Company is filing this Current Report on Form 8-K to file with the Commission certain items related to the Offering of the Notes that are to be incorporated by reference into its Registration Statement on Form S-3ASR (Registration No. 333-271518).

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(D) Exhibits. The following materials are furnished as exhibits to this Current Report on Form 8-K:

Exhibit Number		Description of Exhibit
4.1		Indenture, dated August 14, 2025, between Southside Bancshares, Inc. and Wilmington Trust, National Association, as trustee.
4.2		First Supplemental Indenture, dated August 14, 2025, between Southside Bancshares, Inc. and Wilmington Trust, National Association, as trustee.
4.3		Form of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2035 (included in Exhibit 4.2).
5.1		Opinion of Alston & Bird LLP, counsel to the Company, as to the validity of the Notes.
23.1		Consent of Alston & Bird LLP (included in Exhibit 5.1 hereof).
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

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

		~~Southside Bancshares, Inc.~~		Southside Bancshares, Inc.
Date: August 14, 2025	By:	/s/ JULIE N. SHAMBURGER
Date: September 18, 2025			By:	/s/ JULIE N. SHAMBURGER
		~~Julie N. Shamburger, CPA~~		Julie N. Shamburger, CPA
		~~Chief Financial Officer~~		Chief Financial Officer
		~~(Principal Financial Officer)~~		(Principal Financial Officer)

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