Bank OZK : Definitive Proxy/Information Statements

DATE AND TIME

8:30 a.m. (Central Time) on May 6, 2024

PLACE

Bank OZK Headquarters, 18000 Cantrell Road, Little Rock, AR 72223

RECORD DATE

Close of business on February 27, 2024

ITEMS OF BUSINESS

1. To elect the thirteen (13) director nominees proposed by the Board of Directors for a one-year term ending in 2025;
2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024;
3. To approve, on an advisory, non-binding basis, the compensation paid to our named executive officers; and
4. To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

NOTICE

As permitted by rules adopted by the Federal Deposit Insurance Corporation, we are primarily furnishing proxy materials to our shareholders via the Internet rather than mailing paper copies of the materials to each shareholder. Therefore, most shareholders will receive a Notice of Internet Availability of Proxy Materials with instructions about how to access the proxy materials via the Internet, how to vote your shares, and how to request a paper or electronic copy of our proxy materials, if you so desire. This notice, the proxy statement and the proxy card are first being distributed or made available, as the case may be, on or about March 15, 2024.

By Order of the Board of Directors,

George G. Gleason

Chairman and Chief Executive Officer

VOTING:

Your vote is important! Whether or not you plan to attend the meeting, we urge you to vote or submit your proxy as soon as possible so that your shares are represented at the meeting. Please vote your shares promptly in one of the following ways.

BY INTERNET: Visit www.proxyvote.com.

BY PHONE: Call 1-800-690-6903.

BY MAIL: Sign, date and return your proxy card.

IN PERSON: At the meeting on May 6, 2024.

The Board of Directors recommends that you vote "FOR" each director nominee included in Proposal 1 and "FOR" Proposals 2 and 3. The full text of each proposal is set forth in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 6, 2024: The accompanying proxy statement and our 2023 annual report, which includes our Annual Report on Form 10-Kfor the fiscal year ended December 31, 2023, are available free of charge on our Investor Relations website (ir.ozk.com). You may also access the proxy statement and our 2023 annual report free of charge at www.proxyvote.com.

George G. Gleason

Nicholas Brown

March 15, 2024

Dear fellow shareholders:

On behalf of the Board of Directors, we are pleased to invite you to the Bank OZK 2024 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at our corporate headquarters, 18000 Cantrell Road, Little Rock, Arkansas 72223, on May 6, 2024 at 8:30 a.m. Central Time. Our Board has fixed the close of business on February 27, 2024, as the record date for the determination of shareholders entitled to receive notice of the Annual Meeting and to vote on all matters presented at the Annual Meeting or any adjournment or postponement thereof.

As you will see, 2023 was another year of record performance for our bank. Against a backdrop of industry turbulence, economic challenges and geopolitical uncertainty, we achieved record profitability, strong growth in both loans and deposits, strategic expansion of our team, and many other successes. Our 2,700+ talented and hard-working teammates deserve all of the credit for our numerous record results and accomplishments. In 2023, our diluted earnings per share, total loans, and deposits all reached record levels, increasing year-over-year by 29%, 27% and 28%, respectively. We also maintained favorable asset quality and excellent efficiency and returned over $310 million to our shareholders through increased common stock dividends and share repurchases.

The Board is proud of these efforts and remains focused, as always, on creating and maximizing long-term value for our shareholders through meaningful growth in earning assets, deposits, net income and earnings per share, while maintaining strong capital and liquidity levels.

Thank you for your support and investment in Bank OZK. Whether or not you plan to attend the Annual Meeting, your views are important to us, and we ask you to please cast your vote via the Internet, telephone, mail or in person at the Annual Meeting, as outlined in this proxy statement. We are excited to continue delivering value to our shareholders and customers in 2024 and beyond.

Sincerely,

• 12 of our 13 directors are independent and meet at least quarterly without our Chairman and CEO or other members of management present.
• Our Vice-Chairman and Presiding Independent Director has robust, defined duties set forth in our Corporate Governance Guidelines.
• Our Board reviews our CEO and executive management succession plan at least annually, and assesses candidates during Board and committee meetings and informal interactions.
• Our Governance and Compensation Committee annually reviews the CEO's performance and sets his compensation.

• All of our directors and executive officers are subject to sizable stock ownership guidelines and are prohibited from hedging or pledging our stock.
• We meet with shareholders and investors throughout the year to solicit input on a range of topics.
• Our Governance and Compensation Committee determines whether the Board possesses the appropriate mix of skills and perspectives on an annual basis.
• Shareholders owning 10% of common shares outstanding have the right to call a special meeting of shareholders.

• All directors are elected annually by a majority vote (plurality in contested elections) and subject to our director resignation policy.
• Our Board and Board committees conduct annual self-evaluations, assessing effectiveness, composition, focus and other matters.
• Our Board thoughtfully considers potential director candidates, including their experience, independence, diversity, skills, and potential conflicts of interest.
• In addition to the mandatory Nasdaq executive officer clawback policy, we have another comprehensive clawback policy that applies to all employees and covers a broader scope of misconduct.

2024 DIRECTOR NOMINEE HIGHLIGHTS

31% 31%

are womenare racially/ethnically diverse

12of 13

are independent

9.1

years average independent tenure

Independent Committee Memberships

•  Governance/Comp (chair)
• • Executive
•  Trust
•  Risk
• • Trust (chair)
•  Governance/Comp
• • Executive
•  Risk
• • Audit
•  Portfolio Oversight
• • Trust
  • Executive (chair)
  • Portfolio Oversight (chair)
•  Governance/Comp
• • Portfolio Oversight
•  Audit (chair)
• • Executive
•  Governance/Comp
•  Audit
•  Risk
•  Risk (chair)
• • Executive

WHAT WE DO

• Link large portion of pay with measurable performance goals.
• Multiple performance metrics and time horizons to discourage unnecessary short-term risk taking.
• Payout caps for cash and equity incentive awards.
• All equity awards subject to double-trigger provisions upon change in control.
• All employee incentive compensation subject to clawback in specified circumstances beyond mandatory executive officer clawback events.
• Annual review of compensation program and peer group composition.
• Executive officers subject to stock ownership guidelines (10x salary for CEO).

WHAT WE DON'T DO

• No tax gross-ups for named executive officers ("NEOs").
• No excessive perquisites; all have a specific business rationale.
• No employment, change in control or severance contracts for NEOs, who are at-will employees.
• No guaranteed salary increases or bonuses.
• No stock option repricing, reloads or exchanges without shareholder approval.
• No stock options granted below fair market value.
• No hedging or pledging our securities by executive officers or directors.
• No short selling or similar transactions.
• No excessive dilution from annual equity grants.