SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the information that is important to you. We urge you to carefully read the entire document and the other documents to which we refer you in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” included elsewhere in this joint proxy statement/prospectus. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 108)

Home. Home is a bank holding company headquartered in Conway, Arkansas and is registered under the federal Bank Holding Company Act of 1956. Home is primarily engaged in providing a broad range of commercial and retail banking and related financial services to businesses, real estate developers and investors, individuals and municipalities through its wholly owned community bank subsidiary, Centennial Bank. Centennial Bank has branch locations in Arkansas, Florida, South Alabama and New York.

Home’s total assets, total deposits, total revenue and net income for each of the past three years are as follows:

Home common stock is currently traded on The Nasdaq Global Select Market under the symbol “HOMB.”

Home’s principal executive office is located at 719 Harkrider, Suite 100, Conway, Arkansas, 72032 and its telephone number is (501) 328-4625. Home’s internet address is www.homebancshares.com. Additional information about Home is included under “Certain Information Concerning Home” and “Where You Can Find More Information” included elsewhere in this joint proxy statement/prospectus.

Happy. Happy was incorporated under Texas law in 1990 and is registered under the federal Bank Holding Company Act of 1956. Happy’s wholly-owned bank subsidiary, Happy State Bank (“HSB”), is a Texas banking association regulated by the FDIC and the Texas Department of Banking. Happy is headquartered in Amarillo, Texas, and has a total of 61 HSB branches throughout Texas. Its deposits are insured by the FDIC up to applicable federal deposit insurance limits.

Happy provides a full range of commercial and consumer banking services. The banking products offered by Happy include checking and savings accounts, consumer loans, residential mortgage loans, business checking accounts, time deposits, money market accounts, real estate commercial and business loans. Happy also offers internet banking services, bill payment, remote deposit capture, retirement account services, CDARS deposits, wealth management services and cash management services.

At September 30, 2021, Happy had total assets of $6.4 billion, total deposits of $5.5 billion, and total stockholders’ equity of $696 million. Happy is a privately held company, and, as of September 30, 2021, had approximately 1,321 holders of record of its common stock. Happy does not have a class of securities registered under Section 12 of the Exchange Act and is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and, accordingly, does not file documents or reports with the SEC.

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Happy’s principal executive offices are located at 701 S. Taylor, LB 120, Amarillo, Texas 79101, and its telephone number is (806) 373-2265. Additional information about Happy is included under “Certain Information Concerning Happy” included elsewhere in this joint proxy statement/prospectus.

Recent Developments

On November 9, 2021, Home, acting pursuant to authorization from its board of directors, announced that it is voluntarily withdrawing the principal listing of its common stock from The Nasdaq Global Select Market and transferring the listing to the New York Stock Exchange. Home expects that the listing and trading of its common stock on Nasdaq will end at the market close on November 19, 2021, and trading will begin on the NYSE at the market open on November 22, 2021 under the symbol “HOMB.”

The Merger (page 38)

The Merger Agreement, which is generally to be construed under Delaware law, provides that, subject to its terms and conditions, in a series of transactions, (i) Acquisition Sub will merge with and into Happy, and (ii) Happy will merge into Home, with Home as the surviving entity. Collectively, these transactions are referred to in this joint proxy statement/prospectus as the “merger.” Subsequent to the merger, HSB will merge with and into Centennial, with Centennial as the surviving entity.

Under the terms of the Merger Agreement, Happy shareholders will have the right to receive, in exchange for each share of Happy common stock, 2.17 shares of Home common stock (the “Merger Consideration”), together with cash in lieu of any fractional shares. Based on an assumed 19,412,518 shares of Happy common stock outstanding at closing (equal to the number of shares outstanding on November 1, 2021), Happy shareholders will receive, in the aggregate, approximately 42,125,164 shares of Home common stock, valued in the aggregate at $1,013,110,194 based on the volume-weighted average closing price per share of Home’s common stock as reported on Nasdaq for the 20 consecutive trading day period ending on November 1, 2021 of $24.05.

In addition, holders of Happy stock options outstanding at the time of the merger having an exercise price below the Merger Consideration value will receive shares of Home common stock, together with any cash in lieu of fractional shares. The number of shares of Home common stock to be issued for each outstanding Happy option will be determined based on the excess, if any, of the Merger Consideration value over the exercise price of each option, divided by the value of Home’s common stock at the time of the merger. For purposes of this calculation, the Merger Consideration value and the value of Home’s common stock at the time of the merger will be determined using the “Home Average Closing Price.” Assuming a Home Average Closing Price of $24.05 and a Merger Consideration value of $52.19 (2.17 multiplied by $24.05), approximately 157,125 shares of Home common stock would be issued for the Happy stock options (if no options are exercised prior to closing).

For illustrative purposes only, a Happy shareholder holding 50 shares of Happy common stock will receive 108 shares of Home common stock and $12.03 in cash in lieu of the resulting 0.5 fractional share (assuming a Home Average Closing Price of $24.05).

Assuming 163,845,498 Home shares are outstanding at the time of the merger (equal to the number of shares outstanding on November 1, 2021), an aggregate of 42,282,289 shares of Home common stock are issued in exchange for Happy’s outstanding shares and stock options, and no cash in lieu of fractional shares is paid, Happy shareholders would own approximately 20.5% of Home common stock after the merger is completed, excluding any shares of Home common stock they may already own.

It is not anticipated that any gain or loss will be recognized by Home or Happy as a result of the merger. The obligation of Home and Happy to complete the merger is conditioned upon the receipt of legal opinions from their respective counsels to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

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For a more detailed discussion of the material United States federal income tax consequences of the transaction, see “Material United States Federal Income Tax Consequences of the Merger” beginning on page 85.

Recommendation of Home’s Board of Directors (page 54)

Home’s board of directors recommends that holders of Home common stock vote FOR the Share Issuance Proposal, FOR the Increase in Number of Directors Proposal and FOR the Home Adjournment Proposal.

For further discussion of Home’s reasons for the merger and the recommendations of Home’s board of directors, see “The Merger—Background of the Merger” and “The Merger—Recommendation of Home’s Board of Directors and Reasons for the Merger.”

Recommendation of Happy’s Board of Directors (page 46)

Happy’s board of directors recommends that holders of Happy common stock vote FOR the Merger Proposal and FOR the Happy Adjournment Proposal.

For further discussion of Happy’s reasons for the merger and the recommendations of Happy’s board of directors, see “The Merger—Background of the Merger” and “The Merger—Recommendation of Happy’s Board of Directors and Reasons for the Merger.”

Opinion of Piper Sandler & Co., Financial Advisor to Home (page 55)

Piper Sandler & Co. (“Piper Sandler”) acted as financial advisor to Home’s board of directors in connection with the proposed merger. At the September 13, 2021 meeting at which Home’s board of directors considered the Merger Agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on September 13, 2021, to the effect that, as of such date, the exchange ratio was fair to Home from a financial point of view. Piper Sandler’s opinion was for the information and assistance of the Home board of directors in connection with its consideration of the merger. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to Home and did not address the underlying business decision of Home to engage in the merger, the form or structure of the merger or any other transactions contemplated in the Merger Agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Home or the effect of any other transaction in which Home might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Home or Happy, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion does not constitute a recommendation to any holder of Home common stock as to how such holder should vote with respect to the adoption of the proposed Merger Agreement or any other proposal to be voted upon by them in connection with the merger.

The full text of Piper Sandler’s written opinion, dated September 13, 2021, is attached to this joint proxy statement/prospectus as Appendix B. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Piper Sandler in rendering its opinion. Holders of Home common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

For a further discussion of Piper Sandler’s opinion, Home’s relationship with Piper Sandler and the terms of Piper Sandler’s engagement, see “The Merger—Opinion of Piper Sandler & Co., Financial Advisor to Home” beginning on page 55 of this joint proxy statement/prospectus.

Opinion of Stephens Inc., Financial Advisor to Happy (page 47)

On September 13, 2021, Stephens Inc. (“Stephens), Happy’s financial advisors in connection with the merger, provided the Happy board of directors with an overview of its analyses performed as of the date of the meeting and

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advised the board that its analyses were as of such date and based upon and subject to various qualifications and assumptions described in the meeting. Stephens Inc. delivered its opinion to the board on September 13, 2021, that, as of such date and subject to and based upon the qualifications and assumptions set forth in its written opinion, the Merger Consideration was fair, from a financial point of view, to the shareholders of Happy.

The full text of Stephens’s opinion, dated September 13, 2021, is attached as Appendix C to this joint proxy statement/prospectus and constitutes part of this joint proxy statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Stephens in rendering its opinion. Stephens will be paid a fee for its services in connection with the delivery of its opinion, and will be reimbursed by Happy for certain of its expenses.

Stephens’s opinion is addressed to Happy’s board of directors and addresses only whether the consideration to be received by the Happy shareholders in the merger was fair, from a financial point of view. The opinion does not address the underlying business decision of Happy Bancshares to engage in the merger or any other term or aspect of the Merger Agreement or the transaction contemplated thereby. Stephens’ opinion does not constitute a recommendation to the Board of Directors or any shareholder of Happy Bancshares as to how such person should vote or otherwise act with respect to the merger or any other matter.

For a further discussion of Stephen’s opinion, Happy’s relationship with Stephens and the terms of Stephens’s engagement, see “The Merger—Opinion of Stephens Inc., Financial Advisor to Happy” beginning on page 47 of this joint proxy statement/prospectus.

Interests of Happy Directors and Officers in the Merger (page 177)

Certain of Happy’s directors and officers may have interests in the merger as individuals in addition to, or different from, their interests as shareholders of Happy, including, but not limited to, (i) share issuances or cash payments in connection with the termination of their stock options and stock appreciation rights; (ii) cash payments under their retention bonus agreements or non-competition agreements; (iii) obligations to vote in favor of the merger; (iv) continuation of employment with Centennial (or in the case of J. Pat Hickman, appointment to the board of directors of Home); and (v) continuation of indemnification after the merger. As of November 1, 2021, the directors and executive officers of Happy and their affiliates beneficially owned and were entitled to vote approximately 2,600,890 shares of Happy common stock (excluding shares underlying options) representing approximately 13.40% of the shares of Happy common stock outstanding on that date, and a vote of two-thirds of the Happy common stock outstanding is required to approve the Merger Proposal. See the section entitled “The Directors and Officers of Happy Have Financial Interests in the Merger” beginning on page 177 of this joint proxy statement/prospectus for a more detailed description of these interests.

Home has agreed to indemnify present and former directors and officers of Happy and its subsidiaries against certain costs, damages or liabilities incurred in connection with claims, investigations and other actions arising out of or pertaining to matters existing or occurring at or prior to the effective time of the merger, and to provide them with director’s and officer’s liability insurance coverage for a period of five years following the merger, subject to a cap on the expense related to such insurance.

Appraisal and Dissenters’ Rights (page 40)

Happy shareholders are entitled to appraisal rights under Subchapter H, Chapter 10, Title 1 of the Texas Business Organizations Code (“TBOC”), a copy of which is attached as Appendix D to this joint proxy statement/prospectus. Those rights, if properly exercised, will allow a shareholder who does not wish to accept the consideration provided for by the Merger Agreement instead to obtain payment in cash of the fair value of the shareholder’s shares of Happy common stock. If you wish to assert dissenters’ rights, you (i) must vote against the approval of the Merger Proposal and (ii) must deliver to Happy, prior to the Happy special meeting, written notice of your objection to the Merger and your intent to demand payment of fair value for your shares if the proposed merger is consummated. There are

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additional actions you must take if the Merger is consummated. The procedure for dissenting is described in more detail in “The Merger” section under the heading “Dissenters’ Rights.”

Home shareholders are not entitled to any appraisal or dissenters’ rights.

Regulatory Matters (page 42)

Each of Home and Happy has agreed to use its reasonable best efforts to obtain all regulatory approvals or make all regulatory notifications required to complete the merger and the other transactions contemplated by the Merger Agreement. These approvals and notifications include approval from or notifications to the Federal Reserve Board, the Arkansas State Bank Department, the FDIC and the Texas Banking Department, among others. Home and Happy have filed, or are in the process of filing, applications and notifications to obtain the required regulatory approvals. There can be no assurances that any such approvals will be received on a timely basis, or as to the ability of Home and Happy to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. See “The Merger—Regulatory Approvals and Notifications.”

Conditions to Completion of the Merger (page 82)

Currently, Home and Happy expect to complete the merger in the first quarter of 2022. As more fully described in this joint proxy statement/prospectus and in the Merger Agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. We cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

Termination of the Merger Agreement (page 83)

The Merger Agreement can be terminated at any time prior to completion of the merger by the following parties in the following circumstances:

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Termination Fee

Happy will pay Home a termination fee of $35 million if the Merger Agreement is terminated by Home because (i) the Happy board fails to make its recommendation at its shareholders’ meeting (as it may be adjourned or postponed) in favor of the approval of the Merger Agreement or has made an adverse Happy recommendation change or (ii) Happy has materially breached any of the provisions of the Merger Agreement with respect to obtaining shareholder approval of the merger or soliciting acquisition proposals.

In addition, Happy will pay such termination fee to Home if (i) an alternative acquisition proposal with respect to Happy is communicated to or otherwise made known to the shareholders, senior management or Happy board, or any person or group of persons publicly announces an intention to make an acquisition proposal with respect to Happy after the date of the Merger Agreement, (ii) thereafter the Merger Agreement is terminated (A) by Home or Happy because the merger has not closed by September 15, 2022 (if the Happy shareholder approval has not been obtained by such time), (B) by Home pursuant to an uncured material breach by Happy of a representation or warranty or its obligations contained in the Merger Agreement (as set forth above) or (C) by Home or Happy if Happy’s shareholders fail to approve the Merger Agreement at the Happy shareholders’ meeting and (iii) prior to the date that is 12 months after the date of such termination Happy consummates an alternative acquisition proposal or enters into an agreement with respect to an acquisition proposal.

Matters to Be Considered at the Home Special Meeting (page 98)

Home shareholders will be asked to vote on the following proposals:

Approval of the Share Issuance Proposal is required for the completion of the merger. Home’s board of directors recommends that Home shareholders vote FOR the proposals set forth above. For further discussion of the Home special meeting, see “Home Special Meeting of Shareholders.”

Approval of the Share Issuance Proposal requires the affirmative vote of at least a majority of the shares of Home common stock voting on such proposal, provided that a quorum is present at the Home special meeting. Approval of the Number of Directors Proposal requires the affirmative vote of at least a majority of the shares of Home common stock voting on such proposal, provided that a quorum is present at the Home special meeting. Approval of the Home Adjournment Proposal requires the affirmative vote of at least a majority of shares of Home common stock voting on such proposal, whether or not a quorum is present.

Matters to Be Considered at the Happy Special Meeting (page 104)

Happy shareholders will be asked to vote on the following proposals:

Approval of the Merger Proposal is required for the completion of the merger. Happy’s board of directors recommends that Happy shareholders vote FOR the proposals set forth above. For further discussion of the Happy special meeting, see “Happy Special Meeting of Shareholders.”

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Approval of the Merger Proposal requires an affirmative vote by the holders of at least two-thirds of the outstanding shares of common stock of Happy outstanding and entitled to vote thereon. Certain directors and officers have entered into voting agreements pursuant to which they agreed to vote 2,335,666 shares, and any shares received upon exercise of options, in favor of the merger, subject to certain exceptions. These shares represent approximately 12.03% of the Happy common stock entitled to vote at the Happy special meeting (based on the number of shares of Happy common stock outstanding on November 1, 2021).

Approval of the Happy Adjournment proposal requires an affirmative vote by the holders of at least a majority of shares of Happy voting on such proposal, whether or not a quorum is present.

Rights of Happy Shareholders Will Change as a Result of the Merger (page 91)

The rights of Happy shareholders are governed by Texas law and by Happy’s certificate of formation and bylaws. Upon the completion of the merger, Happy shareholders will no longer have any direct interest in Happy. Those Happy shareholders receiving shares of Home common stock as merger consideration will only participate in the combined company’s future earnings and potential growth through their ownership of Home common stock. All of the other incidents of direct stock ownership in Happy will be extinguished upon completion of the merger. The rights of former Happy shareholders that become Home shareholders will be governed by Arkansas law and Home’s articles of incorporation and bylaws. Therefore, Happy shareholders that receive Home common stock in the merger will have different rights once they become Home shareholders. See “Comparison of Rights of Holders of Home and Happy Common Stock” beginning on page 91.

Litigation Relating to the Merger (page 67)

On November 3, 2021, a complaint captioned Pate Pearson v. Home BancShares, Inc. et al., Case No. 1:21-cv-09077, was filed in the United States District Court for the Southern District of New York by a purported Home shareholder, naming Home and its directors and Happy as defendants alleging that the registration statement is materially misleading and omits material facts regarding the proposed merger, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The complaint seeks, among other things, an order enjoining completion of the merger, rescinding and setting aside the merger or awarding recission damages if it is consummated, directing the dissemination of a new registration statement and awarding costs and attorneys’ fees. In addition, Home and Happy have received two written demands, one dated November 2, 2021 and one dated November 4, 2021, on behalf of separate purported individual shareholders of Home, requesting the disclosure of additional information in an amendment or supplement to the registration statement. For more information, see “The Merger—Litigation Relating to the Merger.”

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