THE FIRST NATIONAL BANK OF SHELBY

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS

SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which this document refers before you decide how to vote with respect to the merger agreement. In addition, this document incorporates by reference important business and financial information about Bank of the Ozarks, Inc. For a description of this information, see “Where You Can Find More Information,” on page 228. You may obtain the information incorporated by reference into this document without charge by following the instructions in that section. Each item in this summary includes a page reference directing you to a more complete description of that item.

Unless the context otherwise requires, throughout this proxy statement/prospectus, the “Company” refers to Bank of the Ozarks, Inc., “FNB” refers to The First National Bank of Shelby and “we,” “us,” and “our” refer collectively to the Company and FNB. Also, we refer to the proposed merger of FNB with and into Bank of the Ozarks as the “merger,” and the Agreement and Plan of Merger, dated January 24, 2013, and amended February 5, 2013, by and among the Company, Bank of the Ozarks, and FNB as the “merger agreement.”

The Merger

The terms and conditions of the merger by which FNB will merge with and into Bank of the Ozarks are contained in the merger agreement, a copy of which is attached to this document as Appendix A. We encourage you to read that agreement carefully.

Parties to the Merger

Bank of the Ozarks, Inc. (page 47)

Bank of the Ozarks

Bank of the Ozarks, Inc., an Arkansas corporation, is the parent bank holding company for Bank of the Ozarks, an Arkansas state banking corporation. As of March 31, 2013, Bank of the Ozarks, Inc. had consolidated total assets of approximately $3.95 billion, total deposits of approximately $2.99 billion and total common stockholders’ equity of approximately $524 million.

The principal executive office of Bank of the Ozarks, Inc. is located at 17901 Chenal Parkway, Little Rock, Arkansas 72223, and the telephone number is (501) 978-2265.

The First National Bank of Shelby (page 47)

The First National Bank of Shelby is a national banking association headquartered in Shelby, North Carolina. As of March 31, 2013, FNB had consolidated total assets of approximately $716 million, total deposits of approximately $608 million and total common stockholders’ equity of approximately $85.8 million.

FNB’s principal executive office is located at 106 South Lafayette Street, Shelby, North Carolina 28150, and the telephone number is (704) 484-6200.

What FNB Shareholders will receive in the Merger (page 47)

The aggregate purchase price for the merger, which we also refer to as the aggregate or total “merger consideration,” is $64,000,000, subject to possible price adjustments as provided in the merger agreement. You should read “Purchase Price Adjustments” on page 48 of this proxy statement/prospectus for a more complete

description of the possible price adjustments to the aggregate purchase price. The merger agreement provides that each share of FNB common stock (other than treasury shares, shares owned by the Company or by any person who has perfected dissenters’ rights with respect to shares of FNB common stock) will be converted on the closing date of the merger into the right to receive the merger consideration. The merger consideration, for each share of FNB common stock, is equal to:

Subject to the proration procedures described below, as a holder of FNB common stock, for each share of FNB common stock that you own, you may elect to receive the stock consideration described above or the cash consideration described above. You will not receive any fractional shares of Company common stock in connection with the merger. Instead, you will be paid cash in an amount equal to the fraction of a share of Company common stock otherwise issuable upon conversion, multiplied by the average closing price per share of Company common stock, determined as indicated above. Additionally, if you wholly or partially elect to receive stock consideration and your election would result in the delivery of less than ten (10) whole shares of Company common stock, then in accordance with the merger agreement, you will not receive any stock consideration and will instead receive cash consideration in exchange for all of your shares of FNB common stock.

After the mailing of this proxy statement/prospectus, an election form and letter of transmittal will be mailed or otherwise delivered to you by the exchange agent. The election form and letter of transmittal will allow you to elect the number of your shares of FNB common stock that will be exchanged for Company common stock and the number of your shares of FNB common stock that will be exchanged for cash. In order to make a proper election, you must complete the election form and letter of transmittal and return it, along with your certificate of FNB common stock, to the exchange agent by the date indicated in the election form. Failure to properly complete or timely return the election form and letter of transmittal will result in your shares of FNB common stock being deemed non-election shares, with the effect that the exchange agent will allocate the mix of Company common stock and cash constituting the merger consideration to you in accordance with the allocation procedures in the merger agreement.

Whether you will be entitled to receive cash or Company common stock in exchange for each of your FNB shares will be determined initially based on your election. Notwithstanding the election you make, however, pursuant to the minimum stock consideration requirement in the merger agreement the total consideration to be paid by the Company to all FNB shareholders, considered in the aggregate, must consist of at least 51% in shares of Company common stock and no more than 49% in cash. If the elections made by all FNB shareholders considered in the aggregate would result in at least 51% of the total merger consideration being paid in Company common stock, then you would receive the exact form of consideration you elect to receive. On the other hand, if the elections made by all FNB shareholders would result in an oversubscription for cash, then the exchange agent will prorate the amount of stock and cash to be issued in the merger to each FNB shareholder as necessary to meet the minimum stock consideration requirement. In that case, you may receive a combination of shares of Company common stock and cash for your FNB shares that is different from the amount you elected, depending on the elections made by other FNB shareholders. The allocation of the mix of consideration payable to FNB shareholders will not be finally determined until the exchange agent, Bank of the Ozarks Trust and Wealth Management Division, tallies the results of the stock and cash elections made by FNB shareholders, which will not occur until near the time of or promptly following the closing of the merger.

Material United States Federal Income Tax Consequences of the Merger (page 77)

The Company and FNB will not be required to complete the merger unless the Company and FNB have each received a legal opinion to the effect that the merger will qualify as a tax-free reorganization for United States federal income tax purposes. The opinions will not bind the Internal Revenue Service, which could take a different view.

We expect that, for United States federal income tax purposes, you generally will not recognize any gain or loss with respect to the exchange of your shares of FNB common stock for the stock consideration in the merger. You will, however, have to recognize gain in connection with any cash consideration received in the merger and any cash received in lieu of a fractional share interest in Company common stock.

You should read “Material United States Federal Income Tax Consequences of the Merger” starting on page 77 for a more complete discussion of the federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to fully understand the tax consequences of the merger to you.

FNB’s Board of Directors Unanimously Recommends Shareholder Approval of the Merger Agreement (page 55)

After careful consideration, the board of directors of FNB unanimously approved the merger agreement. The board of directors of FNB believes that the merger and the merger agreement are fair to and in the best interests of FNB and its shareholders, and unanimously recommends that you vote “FOR” approval of the merger agreement.

The board of directors of FNB recognizes that the merger consideration is approximately one-third less than the current tangible book value per share of FNB common stock. However, the board determined that the proposed merger with the Company is nevertheless in the best interests of FNB’s shareholders because, among other things, the merger consideration is approximately two and a half times the recent average trading price of FNB’s common stock. Further, in light of FNB’s current earnings per share and its projected earnings per share for the next several years as a stand-alone entity, FNB anticipates ongoing challenges to an improved earnings stream until nonperforming loans are either remediated or effectively mitigated by profitable loan growth in FNB’s current markets or through expansion into new markets. The current economy creates an intensely competitive banking environment and the board expects minimal improvement in the economy and in FNB’s current markets for the foreseeable future. Consequently, the potential for FNB to prosper as a stand-alone entity and to contend with stronger banks, as competitors consolidate, is diminished. In the short term, to restore FNB to a satisfactory level of profitability and reinstate dividends to shareholders, the board believes the bank’s infrastructure could be downsized to reduce expenses, but this option potentially jeopardizes FNB’s long-term viability to thrive and succeed. The board compared the prospects of FNB as a stand-alone entity with the value that FNB shareholders would receive if they elected to take shares of the Company’s common stock and partner with a larger, high-performing financial institution with a compatible corporate culture, and the board concluded that the consideration offered in connection with the merger better maximizes the long-term value of shareholders’ investment and is in the best interests of FNB’s shareholders.

Opinion of FNB’s Financial Advisor (page 59 and Appendix B)

In connection with the merger, the board of directors of FNB received the written opinion of Sandler O’Neill & Partners, L.P. (which we refer to as “Sandler O’Neill”), the financial advisor to FNB, as to the fairness, from a financial point of view, of the consideration to be received in the merger by holders of FNB common stock. The full text of the opinion of Sandler O’Neill dated January 24, 2013, is included in this document as Appendix B. FNB encourages you to read this opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations of the review undertaken by Sandler O’Neill. The opinion of Sandler O’Neill is directed to the board of directors of FNB and does not constitute a recommendation to you or any other shareholder as to how to vote with respect to the merger

agreement or any other matter relating to the proposed transaction. Sandler O’Neill will receive a fee of 1.5% of the aggregate merger consideration for its services, including rendering the fairness opinion, in connection with the merger, a significant portion of which is contingent upon consummation of the merger.

Special Meeting of Shareholders of FNB (page 44)

FNB will hold a special meeting of its shareholders on July 17, 2013, at 10:00 a.m., eastern time, at 106 South Lafayette Street, Shelby, North Carolina 28150. At the special meeting of shareholders, you will be asked to vote to approve the merger agreement.

You may vote at the special meeting of shareholders if you owned shares of FNB common stock at the close of business on the record date, June 14, 2013. On that date, there were 400,000 shares of FNB common stock outstanding and entitled to vote at the special meeting of shareholders. You may cast one vote for each share of FNB common stock you owned on the record date.

Even if you expect to attend the special meeting of shareholders, FNB recommends that you promptly complete and return your proxy card in the enclosed return envelope.

Shareholder Vote Required (page 45)

Approval of the merger agreement requires the affirmative vote of the holders of two-thirds of the shares of FNB common stock outstanding and entitled to vote at the special meeting. Because the required vote is based upon the outstanding shares of FNB common stock, a failure to vote or a vote to “ABSTAIN” will have the same effect as a vote against the merger. As of the record date, the directors, officers, and other affiliates of FNB beneficially owned an aggregate of 180,640 shares of FNB common stock entitled to vote at the special meeting of shareholders. This represents approximately 45.16% of the total votes entitled to be cast at the special meeting of shareholders. Of this number, certain directors, officers and other affiliates of FNB, collectively representing an aggregate of 175,140 shares, or approximately 43.79% of the outstanding FNB common stock, have agreed, solely in their capacity as record and/or beneficial owners of FNB common stock, to vote “FOR” adoption of the merger agreement. See “Conflicts of Interest,” below.

Approval of any proposal to adjourn or postpone the special meeting, if necessary, for the purpose of soliciting additional proxies, requires the affirmative vote of the holders of a majority of shares of FNB common stock that are voted, either in person or by proxy, at the special meeting.

Conflicts of Interest (page 45)

An aggregate of 169,634 shares, or approximately 42.41% of the outstanding FNB common stock, is owned of record by FNB in its capacity as (i) trustee of a number of family or private trusts established by the settlors of such trusts over a number of years for the benefit of certain FNB shareholders, and maintained by FNB as trustee in the ordinary course of business or (ii) executor of various estates that beneficially own shares of FNB common stock. Under North Carolina law, by which law most of the trusts and estates are governed, FNB may be deemed to have a conflict of interest with respect to the voting of shares of FNB common stock held by such trusts and estates with regard to the merger, and action taken by FNB in voting such shares of FNB common stock may be voidable at the instance of a beneficiary of any such trusts or estates unless certain specified conditions are met. FNB has taken and expects to take action to satisfy such conditions by obtaining the requisite written direction or, where appropriate, permission from certain beneficiaries or settlors of the trusts who are directors, officers or other affiliates of FNB, to vote the FNB shares at the meeting in accordance with voting agreements executed by such persons, or where permitted by the terms of the trusts, to authorize such beneficiaries to vote the shares on behalf of the trusts at the meeting. As of the date of this proxy statement/prospectus, the requisite directions or permissions have been obtained with respect to 84,886 shares held by such trusts, or approximately 21.22% of the outstanding shares of

FNB common stock. Although FNB expects to seek direction, permission or other requisite authority with respect to substantially all of the remaining 84,748 shares of FNB common stock held by it as trustee or executor prior to the shareholders’ meeting, there can be no assurance that such consents or authority will be obtained with respect to each such trust or estate prior to the shareholders’ meeting, in which case FNB plans to abstain from voting FNB shares at the shareholders’ meeting held under any such trust or estate.

Dissenters’ Rights of Appraisal (page 81 and Appendix C)

If you are a FNB shareholder and you follow the procedures prescribed by the National Bank Act and the OCC, you may dissent from the merger and receive the fair value of your shares of FNB common stock as determined pursuant to those procedures. To perfect your dissenters’ rights, you must precisely follow the procedures specified in the National Bank Act at 12 U.S.C. § 214a and the Comptroller’s Licensing Manual, which are summarized herein and the relevant portions of which have been excerpted and included as Appendix C to this proxy statement/prospectus.

In order to receive payment as a dissenting shareholder, you must (i) either vote against the merger or, at or prior to the FNB shareholder meeting, provide written notice to FNB of your dissent to the merger; and (ii) within thirty (30) days of the consummation of the merger, make a written demand for payment of the fair value of your shares from Bank of the Ozarks. Your failure to vote against, or provide notice of dissent to, the merger and to make a written demand for payment of fair value within the thirty (30) days following consummation of the merger will result in you being bound by the terms of the merger, and your shares of FNB common stock will be converted into the right to receive the merger consideration.

The value of dissenting shares will be determined, as of the date of the meeting at which shareholders of FNB approve the merger, by a committee of three appraisers, one selected by the holders of a majority of the dissenting shares, one selected by the Company and the third selected by the other two appraisers. If you are a dissenting shareholder and the value determined is unsatisfactory to you, you may appeal to the OCC, within five (5) days of being notified of the value set by the appraisers, for a reappraisal, which shall be final and binding. If no appraisal is made within ninety (90) days of the consummation of the merger, the OCC shall, upon the written request of any interested party, make a final and binding appraisal.

If you comply with the dissenters’ rights requirements, the fair value of your FNB shares, determined in the manner described above, and which may be more or less than the value of the merger consideration you would receive in the merger if you do not dissent, will be paid to you in cash. This cash payment will be fully taxable to you.

Interests of FNB Officers and Directors in the Merger (page 69)

In considering the recommendation of the board of directors of FNB to approve the merger, you should be aware that certain of the executive officers and directors of FNB have financial interests in the merger that are in addition to their interests as FNB shareholders. As a condition to the closing of the merger, Helen A. Jeffords, President and Chief Executive Officer of FNB, will enter into an employment agreement with Bank of the Ozarks (the “Jeffords Employment Agreement”). Pursuant to the Jeffords Employment Agreement, Ms. Jeffords will continue her employment with Bank of the Ozarks as an executive officer of its Shelby Division, for a two-year term with an annual base salary of $285,000, which is equal to her current base salary, and she will be eligible to participate in all Bank of the Ozarks insurance and benefit plans. In addition, Ms. Jeffords will receive reimbursement of business expenses, including travel, cellular phone, dues for one country club membership, a car allowance of $500 per month, taxes owed under FNB’s Supplemental Executive Retirement Plan, and reasonable marketing and client development expenses.

As a condition to the closing of the merger, all of the directors of FNB will enter into non-competition agreements with Bank of the Ozarks (the “Non-Competition Agreements”). Pursuant to the Non-Competition

Agreements, in exchange for a lump sum payment of $10,000, each of the directors of FNB will agree for the twelve (12) month period following the closing of the merger not to (i) disclose any confidential information pertaining to the business or operations of FNB, (ii) solicit any employee of FNB or the Company for employment, or (iii) engage in business that competes with the Company within a fifteen (15) mile radius of any banking office operated by FNB on the date of the closing of the merger.

As a condition to the closing of the merger, Helen A. Jeffords, Carol A. Wood, Thomas L. Weaver, Eric E. McIntire, and Lisa P. Alvino, all officers of FNB, will enter into retention agreements with Bank of the Ozarks (the “Retention Agreements”). Pursuant to the Retention Agreements, Bank of the Ozarks will pay each of the officers a retention bonus to induce such officers to maintain continuous full-time employment with Bank of the Ozarks after the closing and to assist in Bank of the Ozarks’ integration of FNB’s computer, information and telecommunications systems. The amount of the retention bonuses will equal each officer’s current annual salary, as follows:

The retention bonuses will be payable in two equal installments, the first of which will be paid upon the closing of the merger, and the second of which will be paid upon the earlier of thirty (30) days following completion of the conversion and integration of the computer, information and telecommunications systems or seven (7) months after the closing of the merger, provided that the individual remains employed by Bank of the Ozarks at that time. The forms of the Jeffords Employment Agreement, the Non-Competition Agreements and the Retention Agreements are included as Exhibits A, B, and C, respectively, to the Agreement and Plan of Merger, which is included as Appendix A to this proxy statement/prospectus.

Additionally, officers and directors of FNB currently are covered by liability insurance for certain acts and omissions in their capacity as officers and/or directors of FNB. This insurance coverage will be continued by the Company for a period of time after the merger for acts and omissions of such persons in their capacity as officers and/or directors of FNB occurring before the merger.

Regulatory Approvals Required for the Merger (page 74)

To complete the merger, the parties must receive the prior approvals of the Federal Reserve Board (“FRB”) (unless waived), the Federal Deposit Insurance Corporation (“FDIC”) and the Arkansas State Bank Department. The U.S. Department of Justice is also able to provide input into the approval process of federal banking agencies and will have between fifteen (15) and thirty (30) days following any approval of a federal banking agency to challenge the approval on antitrust grounds. Applications for such banking agency approvals were filed on behalf of the parties with the FDIC and the Arkansas State Bank Department on February 26, 2013, and a waiver of the requirement for approval by the FRB was submitted on March 19, 2013. The applications for approval of the merger were approved by the FDIC on April 9, 2013 and by the Arkansas State Bank Department on April 18, 2013. The requirement to submit an application to the FRB was waived on March 29, 2013.

Conditions to the Merger (page 73)

Completion of the merger depends on a number of conditions being satisfied or waived, including the following:

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived or whether or not the merger will be completed.

No Solicitation (page 75)

FNB has agreed, subject to certain limited exceptions, not to initiate discussions with another party regarding a business combination with such other party while the merger with the Company is pending.

Termination of the Merger Agreement (page 76)

The Company and FNB may mutually agree at any time to terminate the merger agreement without completing the merger, even if the FNB shareholders have approved it. Also, either party may decide, without the consent of the other party, to terminate the merger agreement before closing under specified circumstances, including if the merger is not consummated by August 31, 2013, if the required regulatory approvals are not received or if the other party breaches its representations, warranties or covenants in the merger agreement in a material respect and such breach cannot be or has not been cured within the applicable cure period.

Termination Fee (page 77)

If the merger is terminated by the Company after FNB has breached its non-solicitation covenant, or the board of directors of FNB has withdrawn its recommendation to approve the merger or has recommended for approval a different business combination, based on an acquisition proposal by a third party that the FNB directors have determined to be a superior proposal, FNB will be required to pay a termination fee to the Company equal to 4% of the total purchase price calculated in accordance with the merger agreement.

Additionally, if the merger is terminated by the Company due to a material uncured breach by FNB of its representations, warranties or covenants under the merger agreement other than the non-solicitation covenant described in the immediately preceding paragraph, FNB will be required to pay to the Company $500,000 as liquidated damages.

FNB agreed to the termination fee and liquidated damages arrangements in order to induce the Company to enter into the merger agreement. The termination fee requirement may discourage other companies from trying or proposing to combine with FNB before the merger is completed.

Real Estate Purchase Agreement (page 77)

Four of the bank branches operated by FNB are owned or controlled by affiliates of FNB and leased to FNB. In connection with the merger, Bank of the Ozarks has agreed to purchase the bank branches from those affiliated entities for an aggregate purchase price of $3,792,000, which purchase price is in addition to the total merger consideration. It is presently anticipated that the closing of the real estate purchase will occur contemporaneously with the closing of the merger.

Differences in Rights of Shareholders (page 82)

The rights of FNB shareholders after the merger who continue as shareholders of the Company will be governed by Arkansas law. After the merger is completed, the articles of incorporation and bylaws of the Company, rather than the articles of association and bylaws of FNB, will govern your rights as a shareholder. Material differences between the rights of shareholders of FNB and shareholders of the Company include the process for amending charter documents, determining the size of the board of directors, the process for removing directors, limitations of director liability, indemnification of officers, directors and employees, the ability of a shareholder(s) to call a special meeting of shareholders or act by written consent, shareholder proposal and advance notice requirements, rights to examine corporate books and records, and limitations on the right to receive dividends. The different shareholder rights are explained more fully in “Comparison of Shareholders’ Rights” on page 82.