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Business Wire
a day ago
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- Business Wire
FB Financial Corporation Reports Second Quarter 2025 Financial Results
NASHVILLE, Tenn.--(BUSINESS WIRE)--FB Financial Corporation (the 'Company') (NYSE: FBK), parent company of FirstBank, reported net income of $2.9 million, or $0.06 per diluted common share, for the second quarter of 2025, compared to $0.84 in the previous quarter and $0.85 in the second quarter of last year. Adjusted net income* was $40.8 million, or $0.88 per diluted common share, compared to $0.85 in the previous quarter and $0.84 in the second quarter of last year. The Company reported adjusted pre-tax, pre-provision net revenue* of $58.6 million for the second quarter of 2025, reflecting increases of 12.5% and 12.0% from $52.1 million and $52.4 million in the previous quarter and second quarter of last year, respectively. The Company ended the second quarter of 2025 with loans held for investment ('HFI') of $9.87 billion compared to $9.77 billion at the end of the previous quarter, a 4.22% annualized increase, and $9.31 billion at the end of the second quarter of last year, a 6.07% increase. Deposits were $11.40 billion as of June 30, 2025, compared to $11.20 billion as of March 31, 2025, a 7.21% annualized increase, and $10.47 billion as of June 30, 2024, an 8.94% increase. Net interest margin ('NIM') was 3.68% for the second quarter of 2025, compared to 3.55% in the prior quarter and 3.57% in the second quarter of 2024. The Company elected to sell $266.5 million of available-for-sale debt securities in June resulting in a $60.5 million GAAP loss which has been adjusted from earnings in the Company's computations of adjusted results and performance measures for the second quarter. The Company ended the quarter with book value per common share of $35.17 and tangible book value per common share* of $29.78. President and Chief Executive Officer, Christopher T. Holmes stated, 'The Company delivered solid operating results in the second quarter with growth in both loans and customer deposits, a healthy net interest margin and managed expense growth, along with strong capital and liquidity positions. Additionally, we repositioned our balance sheet by selling low-yielding securities which will further enhance both our liquidity and margin moving forward. With the momentum of the quarter, the impact of the balance sheet enhancements and the July 1st closing of the Southern States Bancshares, Inc. ('Southern States') merger, we are well-positioned for the second half of the year.' Annualized Balance Sheet Highlights Investment securities, at fair value $ 1,337,565 $ 1,580,720 $ 1,482,379 (61.7 )% (9.77 )% Loans held for sale 144,212 172,770 106,875 (66.3 )% 34.9 % Loans HFI 9,874,282 9,771,536 9,309,553 4.22 % 6.07 % Allowance for credit losses on loans HFI (148,948 ) (150,531 ) (155,055 ) (4.22 )% (3.94 )% Total assets 13,354,238 13,136,449 12,535,169 6.65 % 6.53 % Interest-bearing deposits (non-brokered) 8,692,848 8,623,636 8,130,704 3.22 % 6.91 % Brokered deposits 518,719 414,428 150,113 100.9 % 245.6 % Noninterest-bearing deposits 2,191,903 2,163,934 2,187,185 5.18 % 0.22 % Total deposits 11,403,470 11,201,998 10,468,002 7.21 % 8.94 % Borrowings 164,485 168,944 360,944 (10.6 )% (54.4 )% Allowance for credit losses on unfunded commitments 12,932 6,493 5,984 397.8 % 116.1 % Total common shareholders' equity 1,611,130 1,601,962 1,500,502 2.30 % 7.37 % Book value per common share $ 35.17 $ 34.44 $ 32.17 8.50 % 9.33 % Tangible book value per common share* $ 29.78 $ 29.12 $ 26.82 9.09 % 11.0 % Total common shareholders' equity to total assets 12.1 % 12.2 % 12.0 % Tangible common equity to tangible assets* 10.4 % 10.5 % 10.2 % *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included in the Company's Second Quarter 2025 Financial Supplement. Expand Three Months Ended (dollars in thousands, except share data) Jun 2025 Mar 2025 Jun 2024 Statement of Income Highlights Net interest income $ 111,415 $ 107,641 $ 102,615 NIM 3.68 % 3.55 % 3.57 % Noninterest (loss) income $ (34,552 ) $ 23,032 $ 25,608 (Loss) gain from securities, net $ (60,549 ) $ 16 $ — Gain (loss) on sales or write-downs of premises and equipment, other real estate owned and other assets, net $ 236 $ (625 ) $ (281 ) Total revenue $ 76,863 $ 130,673 $ 128,223 Noninterest expense $ 81,261 $ 79,549 $ 75,093 Early retirement and severance costs $ — $ — $ 1,015 Merger and integration costs $ 2,734 $ 401 $ — Efficiency ratio 105.7 % 60.9 % 58.6 % Core efficiency ratio* 56.9 % 59.9 % 58.3 % Pre-tax, pre-provision net revenue $ (4,398 ) $ 51,124 $ 53,130 Adjusted pre-tax, pre-provision net revenue* $ 58,649 $ 52,134 $ 52,369 Provisions for credit losses $ 5,337 $ 2,292 $ 2,224 Net charge-offs ratio 0.02 % 0.14 % 0.02 % Net income applicable to FB Financial Corporation $ 2,909 $ 39,361 $ 39,979 Diluted earnings per common share $ 0.06 $ 0.84 $ 0.85 Effective tax rate (a) 130.0 % 19.4 % 21.4 % Adjusted net income* $ 40,821 $ 40,108 $ 39,424 Adjusted diluted earnings per common share* $ 0.88 $ 0.85 $ 0.84 Weighted average number of shares outstanding - fully diluted 46,179,090 47,024,211 46,845,143 Returns on average: Return on average total assets ('ROAA') 0.09 % 1.21 % 1.30 % Adjusted* 1.26 % 1.23 % 1.28 % Return on average shareholders' equity 0.74 % 10.1 % 10.9 % Return on average tangible common equity ('ROATCE')* 0.87 % 11.9 % 13.1 % Adjusted* 12.4 % 12.3 % 13.1 % *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included in the Company's Second Quarter 2025 Financial Supplement. (a) The effective tax rate for the three months ended June 30, 2025, reflects a $60.5 million loss on sale of securities and $10.7 million in one-time income tax benefit due to the expiration of the statute of limitations with respect to an amended income tax return and the associated interest. Expand Balance Sheet and Net Interest Margin The Company reported loans HFI of $9.87 billion at the end of the second quarter of 2025, compared to $9.77 billion at the end of the prior quarter. Net growth in loans HFI was driven by increases of $59.0 million in commercial real estate loans, $42.8 million in consumer and other loans, $28.1 million in 1-to-4 family mortgages and $27.6 million in residential lines of credit offset by a decline in multi-family loans of $61.1 million. Near the end of the second quarter of 2025, the Company elected to sell $266.5 million in available-for-sale debt securities with a weighted average yield of 1.63%. The Company anticipates utilizing the proceeds from this transaction to redeem outstanding subordinated and trust preferred debt, as well as originating higher yielding loans. The securities sold resulted in a GAAP loss of $60.5 million, which has been adjusted from earnings in the Company's computations of adjusted results and performance measures for the second quarter. The Company reported total deposits of $11.40 billion at the end of the second quarter compared to $11.20 billion at the end of the first quarter. Total cost of deposits decreased to 2.48% during the second quarter compared to 2.54% in the first quarter of 2025. The decrease in cost was driven by moving higher cost deposits off the balance sheet. Noninterest-bearing deposits were $2.19 billion at the end of the quarter compared to $2.16 billion at the end of the first quarter of 2025. The Company reported net interest income on a tax-equivalent basis in the second quarter of 2025 of $112.2 million compared to $108.4 million in the prior quarter. NIM increased to 3.68% for the second quarter of 2025 from 3.55% for the previous quarter. NIM improvement was driven by an increase in yields on earning assets of 8 basis points and a decrease in rates paid on interest-bearing liabilities of 3 basis points. The contractual yield on loans HFI increased to 6.34% from 6.31% in the first quarter of 2025 and the cost of interest-bearing deposits decreased to 3.10% from 3.13% in the previous quarter. Holmes continued, 'In the second quarter, we took several strategic actions to strengthen the Company's earnings profile, including restructuring our balance sheet. We are deploying the resulting funds to redeem debt, support loan growth and enhance our funding mix in the second half of the year. Our team remains focused on balancing growth, liquidity and credit quality while driving earnings improvement.' Noninterest Income Core noninterest income* was $25.8 million for the second quarter of 2025, compared to $23.6 million and $23.8 million for the prior quarter and second quarter of 2024, respectively. Mortgage banking income was $13.0 million in the second quarter of 2025, compared to $12.4 million in the prior quarter and $11.9 million in the second quarter of 2024. Noninterest Expense Core noninterest expense* during the second quarter of 2025 was $78.5 million compared to $79.1 million for the prior quarter and $74.1 million for the second quarter of 2024. During the second quarter of 2025, the Company's core efficiency ratio* was 56.9%, compared to 59.9% in the previous quarter and 58.3% in the second quarter of 2024. Core banking noninterest expense* was $64.6 million for the quarter, compared to $66.5 million in the prior quarter and $61.2 million in the second quarter of 2024. Chief Financial Officer Michael Mettee commented, 'Noninterest expense fell within our expectations in the second quarter as we focused on a successful combination with Southern States and the integration of our two institutions. Creating operating leverage remains a key focus as we continue to drive disciplined execution and long-term value.' Credit Quality In the second quarter, the Company recorded a provision reversal of $1.1 million related to loans HFI and a provision expense of $6.4 million related to unfunded loan commitments. The Company had an allowance for credit losses on loans HFI as of the end of the second quarter of 2025 of $148.9 million, representing 1.51% of loans HFI compared to $150.5 million, or 1.54% of loans HFI as of March 31, 2025. The Company had net charge-offs of $0.5 million in the second quarter of 2025, representing annualized net charge-offs of 0.02% of average loans HFI, compared to 0.14% in the prior quarter and 0.02% in the second quarter of 2024. The Company's nonperforming loans HFI as a percentage of total loans HFI increased to 0.97% as of the end of the second quarter of 2025, compared to 0.79% at both the previous quarter-end and the end of the second quarter of 2024. Nonperforming assets as a percentage of total assets increased to 0.92% as of the end of the second quarter of 2025, compared to 0.84% at the end of the prior quarter and 0.81% as of the end of the second quarter of 2024. Holmes commented, 'Our allowance for credit losses and charge-offs remained stable during the quarter. We saw a small uptick in nonperforming assets during the quarter, but loss content remains limited, and charge-offs continue at modest levels. We remain consistent and disciplined in our credit management approach and maintain our positive outlook for our credit portfolio.' Capital The Company maintained its strong capital position in the second quarter, resulting in a preliminary total risk-based capital ratio of 14.7%, preliminary common equity tier 1 ratio of 12.3% and tangible common equity to tangible assets ratio* of 10.4%. The Company repurchased 811,704 shares during the quarter. Holmes continued, 'With the successful close of our merger with Southern States, the Company enters the second half of the year with enhanced scale and strategic flexibility. We continue to maintain ample capital to support organic growth and pursue inorganic opportunities. Our disciplined approach to capital deployment keeps us well positioned when the right opportunities arise.' Summary Holmes finalized, 'As we close the second quarter of 2025, we're pleased to mark the successful closing of our merger with Southern States. This merger expands our size, reach and ability to serve our customers and communities with greater impact. The energy across our combined team is strong, and we're focused on delivering enhanced value and performance. With our increased scale and momentum, we are well-positioned to generate stronger returns for our shareholders and seize the opportunities ahead.' Southern States transaction On July 1, 2025, the Company completed its merger with Southern States. At closing, Southern States had approximately $2.87 billion in total assets, loans of $2.32 billion and deposits of $2.47 billion. The Company expects system conversions related to the transaction to be completed in the third quarter of 2025. WEBCAST AND CONFERENCE CALL INFORMATION FB Financial Corporation will host a conference call to discuss the Company's financial results on July 15, 2025, at 8:00 a.m. (Central Time). To listen to the call, participants should dial 1-877-883-0383 (confirmation code 4376121) approximately 10 minutes prior to the call. A telephonic replay will be available approximately two hours after the call through July 22, 2025, by dialing 1-877-344-7529 and entering confirmation code 1412332. A live online broadcast of the Company's quarterly conference call will be available online at An online replay will be available on the Company's website approximately two hours after the conclusion of the call and will remain available for 12 months. ABOUT FB FINANCIAL CORPORATION FB Financial Corporation (NYSE: FBK) is a financial holding company headquartered in Nashville, Tennessee. FB Financial Corporation operates through its wholly owned banking subsidiary, FirstBank, in Tennessee, Kentucky, Alabama, and Georgia. Including the impact of the merger with Southern States on July 1, 2025, FB Financial Corporation has approximately $16.0 billion in total assets and operates 93 full-service bank branches across its footprint. Investors are encouraged to review this Earnings Release in conjunction with the Second Quarter 2025 Financial Supplement and Earnings Presentation posted on the Company's website, which can be found at This Earnings Release, the Second Quarter 2025 Financial Supplement and the Earnings Presentation are also included with a Current Report on Form 8-K that the Company furnished to the U.S. Securities and Exchange Commission ('SEC') on July 14, 2025. FORWARD-LOOKING STATEMENTS Certain statements contained in this Earnings Release that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company's future plans, results, strategies, and expectations, including expectations around changing economic markets and statements regarding the merger of Southern States Bancshares, Inc. ('Southern States') with the Company (the 'Merger') and expectations with regard to the benefits of the Merger. These statements can generally be identified by the use of the words and phrases 'may,' 'will,' 'should,' 'could,' 'would,' 'goal,' 'plan,' 'potential,' 'estimate,' 'project,' 'believe,' 'intend,' 'anticipate,' 'expect,' 'target,' 'aim,' 'predict,' 'continue,' 'seek,' and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management's current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond the Company's control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, the Company cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which the Company operates and/or the US economy generally, (2) changes or the lack of changes in government interest rate policies and the associated impact on the Company's business, net interest margin, and mortgage operations, (3) increased competition for deposits, (4) changes in the quality or composition of the Company's loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment securities portfolio, (5) any deterioration in commercial real estate market fundamentals, (6) risks associated with the Merger, including (a) the risk that the cost savings and any revenue synergies from the Merger is less than or different from expectations, (b) disruption from the Merger with customer, supplier, or employee relationships,(c) the possibility that the costs, fees, expenses and charges related to the Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (d) the risks related to the integration of the combined businesses, including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (e) the diversion of management time on merger-related issues, (f) the ability of the Company to effectively manage the larger and more complex operations of the combined company following the Merger, (g) the risk of expansion into new geographic or product markets, (h) reputational risk and the reaction of the parties' customers to the Merger, (i) the Company's ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, and (j) the risk of potential litigation or regulatory action related to the Merger, (7) the Company's ability to identify potential candidates for, consummate, and achieve synergies from, other potential future acquisitions, (8) the Company's ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss, (9) the Company's ability to successfully execute its various business strategies, (10) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (11) the effectiveness of the Company's controls and procedures to detect, prevent, mitigate and otherwise manage the risk of fraud or misconduct by internal or external parties, including attempted physical-security and cybersecurity attacks, denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction, (12) the Company's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, (13) the impact, extent and timing of technological changes, (14) concentrations of credit or deposit exposure, (15) the impact of natural disasters, pandemics, acts of war or terrorism, or other catastrophic events, (16) events giving rise to international or regional political instability, including the broader impacts of such events on financial markets and/or global macroeconomic environments, and/or (17) general competitive, economic, political, and market conditions. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in any of the Company's subsequent filings with the SEC. Many of these factors are beyond the Company's ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Earnings Release, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. The Company qualifies all forward-looking statements by these cautionary statements. GAAP RECONCILIATION AND USE OF NON-GAAP FINANCIAL MEASURES This Earnings Release contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles ('GAAP') and therefore are considered non-GAAP financial measures. These non-GAAP financial measures may include, without limitation, adjusted net income, adjusted diluted earnings per common share, adjusted pre-tax pre-provision net revenue, consolidated core revenue, consolidated core and segment noninterest expense and consolidated core noninterest income, consolidated core efficiency ratio (tax-equivalent basis), and adjusted return on average assets and equity. Each of these non-GAAP metrics excludes certain income and expense items that the Company's management considers to be non-core/adjusted in nature. The Company refers to these non-GAAP measures as adjusted (or core) measures. Also, the Company presents tangible assets, tangible common equity, tangible book value per common share, tangible common equity to tangible assets, return on average tangible common equity, and adjusted return on average tangible common equity. Each of these non-GAAP metrics excludes the impact of goodwill and other intangibles. The Company's management uses these non-GAAP financial measures in their analysis of the Company's performance, financial condition and the efficiency of its operations as management believes such measures facilitate period-to-period comparisons and provide meaningful indications of its operating performance as they eliminate both gains and charges that management views as non-recurring or not indicative of operating performance. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrate the effects of significant non-core gains and charges in the current and prior periods. The Company's management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding the Company's underlying operating performance and in the analysis of ongoing operating trends. In addition, because intangible assets such as goodwill and the other items excluded each vary extensively from company to company, the Company believes that the presentation of this information allows investors to more easily compare the Company's results to the results of other companies. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which the Company calculates the non-GAAP financial measures discussed herein may differ from that of other companies reporting measures with similar names. Investors should understand how such other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures the Company has discussed herein when comparing such non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP financial measures is included in the Company's Second Quarter 2025 Financial Supplement, which is available at . (Unaudited) (dollars in thousands, except share data) As of or for the Three Months Ended Jun 2025 Mar 2025 Jun 2024 Selected Balance Sheet Data Cash and cash equivalents $ 1,165,729 $ 794,706 $ 800,902 Investment securities, at fair value 1,337,565 1,580,720 1,482,379 Loans held for sale 144,212 172,770 106,875 Loans HFI 9,874,282 9,771,536 9,309,553 Allowance for credit losses on loans HFI (148,948 ) (150,531 ) (155,055 ) Total assets 13,354,238 13,136,449 12,535,169 Interest-bearing deposits (non-brokered) 8,692,848 8,623,636 8,130,704 Brokered deposits 518,719 414,428 150,113 Noninterest-bearing deposits 2,191,903 2,163,934 2,187,185 Total deposits 11,403,470 11,201,998 10,468,002 Borrowings 164,485 168,944 360,944 Allowance for credit losses on unfunded commitments 12,932 6,493 5,984 Total common shareholders' equity 1,611,130 1,601,962 1,500,502 Selected Statement of Income Data Total interest income $ 182,084 $ 179,706 $ 177,413 Total interest expense 70,669 72,065 74,798 Net interest income 111,415 107,641 102,615 Total noninterest (loss) income (34,552 ) 23,032 25,608 Total noninterest expense 81,261 79,549 75,093 (Losses) earnings before income taxes and provisions for credit losses (4,398 ) 51,124 53,130 Provisions for credit losses 5,337 2,292 2,224 Income tax (benefit) expense (12,652 ) 9,471 10,919 Net income applicable to noncontrolling interest 8 — 8 Net income applicable to FB Financial Corporation $ 2,909 $ 39,361 $ 39,979 Net interest income (tax-equivalent basis) $ 112,236 $ 108,427 $ 103,254 Adjusted net income* $ 40,821 $ 40,108 $ 39,424 Adjusted pre-tax, pre-provision net revenue* $ 58,649 $ 52,134 $ 52,369 Per Common Share Diluted net income $ 0.06 $ 0.84 $ 0.85 Adjusted diluted net income* 0.88 0.85 0.84 Book value 35.17 34.44 32.17 Tangible book value* 29.78 29.12 26.82 Weighted average number of shares outstanding - fully diluted 46,179,090 47,024,211 46,845,143 Period-end number of shares 45,807,689 46,514,547 46,642,958 Selected Ratios Return on average: Assets 0.09 % 1.21 % 1.30 % Shareholders' equity 0.74 % 10.1 % 10.9 % Tangible common equity* 0.87 % 11.9 % 13.1 % Efficiency ratio 105.7 % 60.9 % 58.6 % Core efficiency ratio (tax-equivalent basis)* 56.9 % 59.9 % 58.3 % Loans HFI to deposit ratio 86.6 % 87.2 % 88.9 % Noninterest-bearing deposits to total deposits 19.2 % 19.3 % 20.9 % Net interest margin (tax-equivalent basis) 3.68 % 3.55 % 3.57 % Yield on interest-earning assets 5.99 % 5.91 % 6.16 % Cost of interest-bearing liabilities 3.13 % 3.16 % 3.56 % Cost of total deposits 2.48 % 2.54 % 2.77 % Credit Quality Ratios Allowance for credit losses on loans HFI as a percentage of loans HFI 1.51 % 1.54 % 1.67 % Annualized net charge-offs as a percentage of average loans HFI 0.02 % 0.14 % 0.02 % Nonperforming loans HFI as a percentage of loans HFI 0.97 % 0.79 % 0.79 % Nonperforming assets as a percentage of total assets 0.92 % 0.84 % 0.81 % Preliminary Capital Ratios (consolidated) Total common shareholders' equity to assets 12.1 % 12.2 % 12.0 % Tangible common equity to tangible assets* 10.4 % 10.5 % 10.2 % Tier 1 leverage 11.3 % 11.4 % 11.7 % Tier 1 risk-based capital 12.6 % 13.1 % 13.0 % Total risk-based capital 14.7 % 15.2 % 15.1 % Common equity Tier 1 12.3 % 12.8 % 12.7 % *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included in the Company's Second Quarter 2025 Financial Supplement. Expand (FBK - ER)
Yahoo
a day ago
- Business
- Yahoo
FB Financial Corporation Reports Second Quarter 2025 Financial Results
Reports Q2 Diluted EPS of $0.06, Adjusted Diluted EPS* of $0.88 NASHVILLE, Tenn., July 14, 2025--(BUSINESS WIRE)--FB Financial Corporation (the "Company") (NYSE: FBK), parent company of FirstBank, reported net income of $2.9 million, or $0.06 per diluted common share, for the second quarter of 2025, compared to $0.84 in the previous quarter and $0.85 in the second quarter of last year. Adjusted net income* was $40.8 million, or $0.88 per diluted common share, compared to $0.85 in the previous quarter and $0.84 in the second quarter of last year. The Company reported adjusted pre-tax, pre-provision net revenue* of $58.6 million for the second quarter of 2025, reflecting increases of 12.5% and 12.0% from $52.1 million and $52.4 million in the previous quarter and second quarter of last year, respectively. The Company ended the second quarter of 2025 with loans held for investment ("HFI") of $9.87 billion compared to $9.77 billion at the end of the previous quarter, a 4.22% annualized increase, and $9.31 billion at the end of the second quarter of last year, a 6.07% increase. Deposits were $11.40 billion as of June 30, 2025, compared to $11.20 billion as of March 31, 2025, a 7.21% annualized increase, and $10.47 billion as of June 30, 2024, an 8.94% increase. Net interest margin ("NIM") was 3.68% for the second quarter of 2025, compared to 3.55% in the prior quarter and 3.57% in the second quarter of 2024. The Company elected to sell $266.5 million of available-for-sale debt securities in June resulting in a $60.5 million GAAP loss which has been adjusted from earnings in the Company's computations of adjusted results and performance measures for the second quarter. The Company ended the quarter with book value per common share of $35.17 and tangible book value per common share* of $29.78. President and Chief Executive Officer, Christopher T. Holmes stated, "The Company delivered solid operating results in the second quarter with growth in both loans and customer deposits, a healthy net interest margin and managed expense growth, along with strong capital and liquidity positions. Additionally, we repositioned our balance sheet by selling low-yielding securities which will further enhance both our liquidity and margin moving forward. With the momentum of the quarter, the impact of the balance sheet enhancements and the July 1st closing of the Southern States Bancshares, Inc. ("Southern States") merger, we are well-positioned for the second half of the year." Annualized (dollars in thousands, except share data) Jun 2025 Mar 2025 Jun 2024 Jun 25 / Mar 25 % Change Jun 25 / Jun 24 % Change Balance Sheet Highlights Investment securities, at fair value $ 1,337,565 $ 1,580,720 $ 1,482,379 (61.7 )% (9.77 )% Loans held for sale 144,212 172,770 106,875 (66.3 )% 34.9 % Loans HFI 9,874,282 9,771,536 9,309,553 4.22 % 6.07 % Allowance for credit losses on loans HFI (148,948 ) (150,531 ) (155,055 ) (4.22 )% (3.94 )% Total assets 13,354,238 13,136,449 12,535,169 6.65 % 6.53 % Interest-bearing deposits (non-brokered) 8,692,848 8,623,636 8,130,704 3.22 % 6.91 % Brokered deposits 518,719 414,428 150,113 100.9 % 245.6 % Noninterest-bearing deposits 2,191,903 2,163,934 2,187,185 5.18 % 0.22 % Total deposits 11,403,470 11,201,998 10,468,002 7.21 % 8.94 % Borrowings 164,485 168,944 360,944 (10.6 )% (54.4 )% Allowance for credit losses on unfunded commitments 12,932 6,493 5,984 397.8 % 116.1 % Total common shareholders' equity 1,611,130 1,601,962 1,500,502 2.30 % 7.37 % Book value per common share $ 35.17 $ 34.44 $ 32.17 8.50 % 9.33 % Tangible book value per common share* $ 29.78 $ 29.12 $ 26.82 9.09 % 11.0 % Total common shareholders' equity to total assets 12.1 % 12.2 % 12.0 % Tangible common equity to tangible assets* 10.4 % 10.5 % 10.2 % *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included in the Company's Second Quarter 2025 Financial Supplement. Three Months Ended (dollars in thousands, except share data) Jun 2025 Mar 2025 Jun 2024 Statement of Income Highlights Net interest income $ 111,415 $ 107,641 $ 102,615 NIM 3.68 % 3.55 % 3.57 % Noninterest (loss) income $ (34,552 ) $ 23,032 $ 25,608 (Loss) gain from securities, net $ (60,549 ) $ 16 $ — Gain (loss) on sales or write-downs of premises and equipment, other real estate owned and other assets, net $ 236 $ (625 ) $ (281 ) Total revenue $ 76,863 $ 130,673 $ 128,223 Noninterest expense $ 81,261 $ 79,549 $ 75,093 Early retirement and severance costs $ — $ — $ 1,015 Merger and integration costs $ 2,734 $ 401 $ — Efficiency ratio 105.7 % 60.9 % 58.6 % Core efficiency ratio* 56.9 % 59.9 % 58.3 % Pre-tax, pre-provision net revenue $ (4,398 ) $ 51,124 $ 53,130 Adjusted pre-tax, pre-provision net revenue* $ 58,649 $ 52,134 $ 52,369 Provisions for credit losses $ 5,337 $ 2,292 $ 2,224 Net charge-offs ratio 0.02 % 0.14 % 0.02 % Net income applicable to FB Financial Corporation $ 2,909 $ 39,361 $ 39,979 Diluted earnings per common share $ 0.06 $ 0.84 $ 0.85 Effective tax rate(a) 130.0 % 19.4 % 21.4 % Adjusted net income* $ 40,821 $ 40,108 $ 39,424 Adjusted diluted earnings per common share* $ 0.88 $ 0.85 $ 0.84 Weighted average number of shares outstanding - fully diluted 46,179,090 47,024,211 46,845,143 Returns on average: Return on average total assets ("ROAA") 0.09 % 1.21 % 1.30 % Adjusted* 1.26 % 1.23 % 1.28 % Return on average shareholders' equity 0.74 % 10.1 % 10.9 % Return on average tangible common equity ("ROATCE")* 0.87 % 11.9 % 13.1 % Adjusted* 12.4 % 12.3 % 13.1 % *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included in the Company's Second Quarter 2025 Financial Supplement. (a) The effective tax rate for the three months ended June 30, 2025, reflects a $60.5 million loss on sale of securities and $10.7 million in one-time income tax benefit due to the expiration of the statute of limitations with respect to an amended income tax return and the associated interest. Balance Sheet and Net Interest Margin The Company reported loans HFI of $9.87 billion at the end of the second quarter of 2025, compared to $9.77 billion at the end of the prior quarter. Net growth in loans HFI was driven by increases of $59.0 million in commercial real estate loans, $42.8 million in consumer and other loans, $28.1 million in 1-to-4 family mortgages and $27.6 million in residential lines of credit offset by a decline in multi-family loans of $61.1 million. Near the end of the second quarter of 2025, the Company elected to sell $266.5 million in available-for-sale debt securities with a weighted average yield of 1.63%. The Company anticipates utilizing the proceeds from this transaction to redeem outstanding subordinated and trust preferred debt, as well as originating higher yielding loans. The securities sold resulted in a GAAP loss of $60.5 million, which has been adjusted from earnings in the Company's computations of adjusted results and performance measures for the second quarter. The Company reported total deposits of $11.40 billion at the end of the second quarter compared to $11.20 billion at the end of the first quarter. Total cost of deposits decreased to 2.48% during the second quarter compared to 2.54% in the first quarter of 2025. The decrease in cost was driven by moving higher cost deposits off the balance sheet. Noninterest-bearing deposits were $2.19 billion at the end of the quarter compared to $2.16 billion at the end of the first quarter of 2025. The Company reported net interest income on a tax-equivalent basis in the second quarter of 2025 of $112.2 million compared to $108.4 million in the prior quarter. NIM increased to 3.68% for the second quarter of 2025 from 3.55% for the previous quarter. NIM improvement was driven by an increase in yields on earning assets of 8 basis points and a decrease in rates paid on interest-bearing liabilities of 3 basis points. The contractual yield on loans HFI increased to 6.34% from 6.31% in the first quarter of 2025 and the cost of interest-bearing deposits decreased to 3.10% from 3.13% in the previous quarter. Holmes continued, "In the second quarter, we took several strategic actions to strengthen the Company's earnings profile, including restructuring our balance sheet. We are deploying the resulting funds to redeem debt, support loan growth and enhance our funding mix in the second half of the year. Our team remains focused on balancing growth, liquidity and credit quality while driving earnings improvement." Noninterest Income Core noninterest income* was $25.8 million for the second quarter of 2025, compared to $23.6 million and $23.8 million for the prior quarter and second quarter of 2024, respectively. Mortgage banking income was $13.0 million in the second quarter of 2025, compared to $12.4 million in the prior quarter and $11.9 million in the second quarter of 2024. Noninterest Expense Core noninterest expense* during the second quarter of 2025 was $78.5 million compared to $79.1 million for the prior quarter and $74.1 million for the second quarter of 2024. During the second quarter of 2025, the Company's core efficiency ratio* was 56.9%, compared to 59.9% in the previous quarter and 58.3% in the second quarter of 2024. Core banking noninterest expense* was $64.6 million for the quarter, compared to $66.5 million in the prior quarter and $61.2 million in the second quarter of 2024. Chief Financial Officer Michael Mettee commented, "Noninterest expense fell within our expectations in the second quarter as we focused on a successful combination with Southern States and the integration of our two institutions. Creating operating leverage remains a key focus as we continue to drive disciplined execution and long-term value." Credit Quality In the second quarter, the Company recorded a provision reversal of $1.1 million related to loans HFI and a provision expense of $6.4 million related to unfunded loan commitments. The Company had an allowance for credit losses on loans HFI as of the end of the second quarter of 2025 of $148.9 million, representing 1.51% of loans HFI compared to $150.5 million, or 1.54% of loans HFI as of March 31, 2025. The Company had net charge-offs of $0.5 million in the second quarter of 2025, representing annualized net charge-offs of 0.02% of average loans HFI, compared to 0.14% in the prior quarter and 0.02% in the second quarter of 2024. The Company's nonperforming loans HFI as a percentage of total loans HFI increased to 0.97% as of the end of the second quarter of 2025, compared to 0.79% at both the previous quarter-end and the end of the second quarter of 2024. Nonperforming assets as a percentage of total assets increased to 0.92% as of the end of the second quarter of 2025, compared to 0.84% at the end of the prior quarter and 0.81% as of the end of the second quarter of 2024. Holmes commented, "Our allowance for credit losses and charge-offs remained stable during the quarter. We saw a small uptick in nonperforming assets during the quarter, but loss content remains limited, and charge-offs continue at modest levels. We remain consistent and disciplined in our credit management approach and maintain our positive outlook for our credit portfolio." Capital The Company maintained its strong capital position in the second quarter, resulting in a preliminary total risk-based capital ratio of 14.7%, preliminary common equity tier 1 ratio of 12.3% and tangible common equity to tangible assets ratio* of 10.4%. The Company repurchased 811,704 shares during the quarter. Holmes continued, "With the successful close of our merger with Southern States, the Company enters the second half of the year with enhanced scale and strategic flexibility. We continue to maintain ample capital to support organic growth and pursue inorganic opportunities. Our disciplined approach to capital deployment keeps us well positioned when the right opportunities arise." _________________________________ *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included in the Company's Second Quarter 2025 Financial Supplement. Summary Holmes finalized, "As we close the second quarter of 2025, we're pleased to mark the successful closing of our merger with Southern States. This merger expands our size, reach and ability to serve our customers and communities with greater impact. The energy across our combined team is strong, and we're focused on delivering enhanced value and performance. With our increased scale and momentum, we are well-positioned to generate stronger returns for our shareholders and seize the opportunities ahead." Southern States transaction On July 1, 2025, the Company completed its merger with Southern States. At closing, Southern States had approximately $2.87 billion in total assets, loans of $2.32 billion and deposits of $2.47 billion. The Company expects system conversions related to the transaction to be completed in the third quarter of 2025. WEBCAST AND CONFERENCE CALL INFORMATION FB Financial Corporation will host a conference call to discuss the Company's financial results on July 15, 2025, at 8:00 a.m. (Central Time). To listen to the call, participants should dial 1-877-883-0383 (confirmation code 4376121) approximately 10 minutes prior to the call. A telephonic replay will be available approximately two hours after the call through July 22, 2025, by dialing 1-877-344-7529 and entering confirmation code 1412332. A live online broadcast of the Company's quarterly conference call will be available online at An online replay will be available on the Company's website approximately two hours after the conclusion of the call and will remain available for 12 months. ABOUT FB FINANCIAL CORPORATION FB Financial Corporation (NYSE: FBK) is a financial holding company headquartered in Nashville, Tennessee. FB Financial Corporation operates through its wholly owned banking subsidiary, FirstBank, in Tennessee, Kentucky, Alabama, and Georgia. Including the impact of the merger with Southern States on July 1, 2025, FB Financial Corporation has approximately $16.0 billion in total assets and operates 93 full-service bank branches across its footprint. SUPPLEMENTAL FINANCIAL INFORMATION AND EARNINGS PRESENTATION Investors are encouraged to review this Earnings Release in conjunction with the Second Quarter 2025 Financial Supplement and Earnings Presentation posted on the Company's website, which can be found at This Earnings Release, the Second Quarter 2025 Financial Supplement and the Earnings Presentation are also included with a Current Report on Form 8-K that the Company furnished to the U.S. Securities and Exchange Commission ("SEC") on July 14, 2025. FORWARD-LOOKING STATEMENTS Certain statements contained in this Earnings Release that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company's future plans, results, strategies, and expectations, including expectations around changing economic markets and statements regarding the merger of Southern States Bancshares, Inc. ("Southern States") with the Company (the "Merger") and expectations with regard to the benefits of the Merger. These statements can generally be identified by the use of the words and phrases "may," "will," "should," "could," "would," "goal," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target," "aim," "predict," "continue," "seek," and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management's current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond the Company's control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, the Company cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which the Company operates and/or the US economy generally, (2) changes or the lack of changes in government interest rate policies and the associated impact on the Company's business, net interest margin, and mortgage operations, (3) increased competition for deposits, (4) changes in the quality or composition of the Company's loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment securities portfolio, (5) any deterioration in commercial real estate market fundamentals, (6) risks associated with the Merger, including (a) the risk that the cost savings and any revenue synergies from the Merger is less than or different from expectations, (b) disruption from the Merger with customer, supplier, or employee relationships,(c) the possibility that the costs, fees, expenses and charges related to the Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (d) the risks related to the integration of the combined businesses, including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (e) the diversion of management time on merger-related issues, (f) the ability of the Company to effectively manage the larger and more complex operations of the combined company following the Merger, (g) the risk of expansion into new geographic or product markets, (h) reputational risk and the reaction of the parties' customers to the Merger, (i) the Company's ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, and (j) the risk of potential litigation or regulatory action related to the Merger, (7) the Company's ability to identify potential candidates for, consummate, and achieve synergies from, other potential future acquisitions, (8) the Company's ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss, (9) the Company's ability to successfully execute its various business strategies, (10) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (11) the effectiveness of the Company's controls and procedures to detect, prevent, mitigate and otherwise manage the risk of fraud or misconduct by internal or external parties, including attempted physical-security and cybersecurity attacks, denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction, (12) the Company's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, (13) the impact, extent and timing of technological changes, (14) concentrations of credit or deposit exposure, (15) the impact of natural disasters, pandemics, acts of war or terrorism, or other catastrophic events, (16) events giving rise to international or regional political instability, including the broader impacts of such events on financial markets and/or global macroeconomic environments, and/or (17) general competitive, economic, political, and market conditions. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in any of the Company's subsequent filings with the SEC. Many of these factors are beyond the Company's ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Earnings Release, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. The Company qualifies all forward-looking statements by these cautionary statements. GAAP RECONCILIATION AND USE OF NON-GAAP FINANCIAL MEASURES This Earnings Release contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles ("GAAP") and therefore are considered non-GAAP financial measures. These non-GAAP financial measures may include, without limitation, adjusted net income, adjusted diluted earnings per common share, adjusted pre-tax pre-provision net revenue, consolidated core revenue, consolidated core and segment noninterest expense and consolidated core noninterest income, consolidated core efficiency ratio (tax-equivalent basis), and adjusted return on average assets and equity. Each of these non-GAAP metrics excludes certain income and expense items that the Company's management considers to be non-core/adjusted in nature. The Company refers to these non-GAAP measures as adjusted (or core) measures. Also, the Company presents tangible assets, tangible common equity, tangible book value per common share, tangible common equity to tangible assets, return on average tangible common equity, and adjusted return on average tangible common equity. Each of these non-GAAP metrics excludes the impact of goodwill and other intangibles. The Company's management uses these non-GAAP financial measures in their analysis of the Company's performance, financial condition and the efficiency of its operations as management believes such measures facilitate period-to-period comparisons and provide meaningful indications of its operating performance as they eliminate both gains and charges that management views as non-recurring or not indicative of operating performance. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrate the effects of significant non-core gains and charges in the current and prior periods. The Company's management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding the Company's underlying operating performance and in the analysis of ongoing operating trends. In addition, because intangible assets such as goodwill and the other items excluded each vary extensively from company to company, the Company believes that the presentation of this information allows investors to more easily compare the Company's results to the results of other companies. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which the Company calculates the non-GAAP financial measures discussed herein may differ from that of other companies reporting measures with similar names. Investors should understand how such other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures the Company has discussed herein when comparing such non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP financial measures is included in the Company's Second Quarter 2025 Financial Supplement, which is available at Financial Summary and Key Metrics (Unaudited) (dollars in thousands, except share data) As of or for the Three Months Ended Jun 2025 Mar 2025 Jun 2024 Selected Balance Sheet Data Cash and cash equivalents $ 1,165,729 $ 794,706 $ 800,902 Investment securities, at fair value 1,337,565 1,580,720 1,482,379 Loans held for sale 144,212 172,770 106,875 Loans HFI 9,874,282 9,771,536 9,309,553 Allowance for credit losses on loans HFI (148,948 ) (150,531 ) (155,055 ) Total assets 13,354,238 13,136,449 12,535,169 Interest-bearing deposits (non-brokered) 8,692,848 8,623,636 8,130,704 Brokered deposits 518,719 414,428 150,113 Noninterest-bearing deposits 2,191,903 2,163,934 2,187,185 Total deposits 11,403,470 11,201,998 10,468,002 Borrowings 164,485 168,944 360,944 Allowance for credit losses on unfunded commitments 12,932 6,493 5,984 Total common shareholders' equity 1,611,130 1,601,962 1,500,502 Selected Statement of Income Data Total interest income $ 182,084 $ 179,706 $ 177,413 Total interest expense 70,669 72,065 74,798 Net interest income 111,415 107,641 102,615 Total noninterest (loss) income (34,552 ) 23,032 25,608 Total noninterest expense 81,261 79,549 75,093 (Losses) earnings before income taxes and provisions for credit losses (4,398 ) 51,124 53,130 Provisions for credit losses 5,337 2,292 2,224 Income tax (benefit) expense (12,652 ) 9,471 10,919 Net income applicable to noncontrolling interest 8 — 8 Net income applicable to FB Financial Corporation $ 2,909 $ 39,361 $ 39,979 Net interest income (tax-equivalent basis) $ 112,236 $ 108,427 $ 103,254 Adjusted net income* $ 40,821 $ 40,108 $ 39,424 Adjusted pre-tax, pre-provision net revenue* $ 58,649 $ 52,134 $ 52,369 Per Common Share Diluted net income $ 0.06 $ 0.84 $ 0.85 Adjusted diluted net income* 0.88 0.85 0.84 Book value 35.17 34.44 32.17 Tangible book value* 29.78 29.12 26.82 Weighted average number of shares outstanding - fully diluted 46,179,090 47,024,211 46,845,143 Period-end number of shares 45,807,689 46,514,547 46,642,958 Selected Ratios Return on average: Assets 0.09 % 1.21 % 1.30 % Shareholders' equity 0.74 % 10.1 % 10.9 % Tangible common equity* 0.87 % 11.9 % 13.1 % Efficiency ratio 105.7 % 60.9 % 58.6 % Core efficiency ratio (tax-equivalent basis)* 56.9 % 59.9 % 58.3 % Loans HFI to deposit ratio 86.6 % 87.2 % 88.9 % Noninterest-bearing deposits to total deposits 19.2 % 19.3 % 20.9 % Net interest margin (tax-equivalent basis) 3.68 % 3.55 % 3.57 % Yield on interest-earning assets 5.99 % 5.91 % 6.16 % Cost of interest-bearing liabilities 3.13 % 3.16 % 3.56 % Cost of total deposits 2.48 % 2.54 % 2.77 % Credit Quality Ratios Allowance for credit losses on loans HFI as a percentage of loans HFI 1.51 % 1.54 % 1.67 % Annualized net charge-offs as a percentage of average loans HFI 0.02 % 0.14 % 0.02 % Nonperforming loans HFI as a percentage of loans HFI 0.97 % 0.79 % 0.79 % Nonperforming assets as a percentage of total assets 0.92 % 0.84 % 0.81 % Preliminary Capital Ratios (consolidated) Total common shareholders' equity to assets 12.1 % 12.2 % 12.0 % Tangible common equity to tangible assets* 10.4 % 10.5 % 10.2 % Tier 1 leverage 11.3 % 11.4 % 11.7 % Tier 1 risk-based capital 12.6 % 13.1 % 13.0 % Total risk-based capital 14.7 % 15.2 % 15.1 % Common equity Tier 1 12.3 % 12.8 % 12.7 % *Non-GAAP financial measure; A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included in the Company's Second Quarter 2025 Financial Supplement. (FBK - ER) View source version on Contacts MEDIA CONTACT: Keith FINANCIAL CONTACT: Michael Mettee615-435-0952mmettee@ investorrelations@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
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12-06-2025
- Business
- Yahoo
FB Financial and Southern States Receive Final Regulatory Approvals for Merger
NASHVILLE, Tenn. & ANNISTON, Ala., June 12, 2025--(BUSINESS WIRE)--FB Financial Corporation ("FB Financial") (NYSE: FBK), the parent company of FirstBank, and Southern States Bancshares, Inc. ("Southern States") (Nasdaq: SSBK), the parent company of Southern States Bank, jointly announced today that they have received all regulatory approvals needed to complete the proposed merger of Southern States with and into FB Financial. "We're pleased to have received swift regulatory approval for the merger between FB Financial and Southern States," said Christopher T. Holmes, President and CEO of FB Financial. "Both institutions share a deep commitment to community banking, and we're excited about bringing our teams together to continue delivering long-term value for our customers, associates, shareholders, and communities." The companies anticipate the transaction to close on July 1, 2025, with systems conversion expected to follow during the third quarter of 2025. As of March 31, 2025, Southern States reported total assets of $2.9 billion, loans of $2.3 billion, and deposits of $2.4 billion, and FB Financial reported total assets of $13.1 billion, loans of $9.9 billion, and deposits of $11.2 billion. ABOUT FB FINANCIAL CORPORATION FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, with 77 full-service bank branches across Tennessee, Alabama, Kentucky, and North Georgia, and mortgage offices across the Southeast. FB Financial Corporation has approximately $13.1 billion in total assets as of March 31, 2025. ABOUT SOUTHERN STATES BANCSHARES, INC. Headquartered in Anniston, Alabama, Southern States Bancshares, Inc. (NASDAQ: SSBK) is a bank holding company that operates primarily through its wholly owned subsidiary, Southern States Bank. The Bank is a full-service community banking institution, which offers an array of deposit, loan and other banking-related products and services to businesses and individuals in its communities. The Bank operates 15 branches in Alabama and Georgia and two loan production offices in Atlanta. Cautionary Note Regarding Forward Looking Statements Certain statements by FB Financial contained in this press release that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding FB Financial's future plans, results, strategies, and expectations, including expectations around changing economic markets and statements regarding the proposed merger of Southern States with FB Financial (the "Proposed Merger") and expectations with regard to the benefits of the Proposed Merger. These statements can generally be identified by the use of the words and phrases "may," "will," "should," "could," "would," "goal," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target," "aim," "predict," "continue," "seek," and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management's current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial's control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which FB Financial operates and/or the US economy generally, (2) changes or the lack of changes in government interest rate policies and the associated impact on FB Financial's business, net interest margin, and mortgage operations, (3) increased competition for deposits, (4) changes in the quality or composition of FB Financial's loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment securities portfolio, (5) any deterioration in commercial real estate market fundamentals, (6) risks associated with the Proposed Merger, including (a) the risk that the cost savings and any revenue synergies from the Proposed Merger is less than or different from expectations, (b) disruption from the Proposed Merger with customer, supplier, or employee relationships, (c) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement and Plan of Merger by and between FB Financial and Southern States, (d) the failure to obtain the approval of FB Financial's and Southern States' shareholders in connection with the Proposed Merger, (e) the possibility that the costs, fees, expenses and charges related to the Proposed Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (f) the failure of the conditions to the Proposed Merger to be satisfied, (g) the risks related to the integration of the combined businesses, including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (h) the diversion of management time on merger-related issues, (i) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Proposed Merger, (j) the risks associated with FB Financial's pursuit of future acquisitions, (k) the risk of expansion into new geographic or product markets, (l) reputational risk and the reaction of the parties' customers to the Proposed Merger, (m) FB Financial's ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, (n) the risk of potential litigation or regulatory action related to the Proposed Merger, and (o) general competitive, economic, political, and market conditions, (7) FB Financial's ability to identify potential candidates for, consummate, and achieve synergies from, other potential future acquisitions, (8) FB Financial's ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss, (9) FB Financial's ability to successfully execute its various business strategies, (10) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (11) the effectiveness of FB Financial's controls and procedures to detect, prevent, mitigate and otherwise manage the risk of fraud or misconduct by internal or external parties, including attempted physical-security and cybersecurity attacks, denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction, (12) FB Financial's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, (13) the impact, extent and timing of technological changes, (14) concentrations of credit or deposit exposure, (15) the impact of natural disasters, pandemics, acts of war or terrorism, or other catastrophic events, (16) events giving rise to international or regional political instability, including the broader impacts of such events on financial markets and/or global macroeconomic environments, and/or (17) general competitive, economic, political, and market conditions. Further information regarding FB Financial and factors which could affect the forward-looking statements contained herein can be found in FB Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in any of FB Financial's subsequent filings with the Securities and Exchange Commission ("SEC"). Many of these factors are beyond FB Financial's ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this press release, and FB Financial undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for FB Financial to predict their occurrence or how they will affect FB Financial. FB Financial qualifies all forward-looking statements by these cautionary statements. Important Information About the Transactions and Where to Find It This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Proposed Merger, FB Financial filed a Registration Statement on Form S-4 with the SEC on May 8, 2025, as amended on May 19, 2025 (and which is available at to register the shares of FB Financial common stock to be issued in the Proposed Merger. The Registration Statement includes a joint proxy statement of FB Financial and Southern States that also constitutes a prospectus of FB Financial. The Registration Statement was declared effective by the SEC on May 21, 2025. Southern States filed a definitive joint proxy statement / prospectus on May 21, 2025 (and which is available at INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, AS AMENDED, AND THE JOINT PROXY STATEMENT/PROSPECTUS (WHICH IS AVAILABLE AT AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING FB FINANCIAL, SOUTHERN STATES, THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by FB Financial or Southern States through the website maintained by the SEC at or from FB Financial at its website, or from Southern States at its website, Documents filed with the SEC by FB Financial will be available free of charge by accessing the "SEC Filings" tab of FB Financial's website at or alternatively by directing a request by mail to FB Financial's Corporate Secretary, 1221 Broadway, Suite 1300, Nashville, Tennessee 37203, and documents filed with the SEC by Southern States will be available free of charge by accessing Southern States' website at under the "SEC Filings" tab or, alternatively, by directing a request by mail to Southern States' Corporate Secretary, 615 Quintard Ave., Anniston, Alabama, 36201. Participants in the Solicitation FB Financial, Southern States, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Southern States shareholders in connection with the Proposed Merger under the rules of the SEC. Information about the interests of the directors and executive officers of FB Financial and Southern States and other persons who may be deemed to be participants in the solicitation of shareholders of FB Financial and Southern States in connection with the Proposed Merger and a description of their direct and indirect interests, by security holdings or otherwise, is included in the joint proxy statement prospectus, available at Information about the directors and executive officers of FB Financial and their ownership of FB Financial's common stock may also be found in the definitive proxy statement for FB Financial's 2025 annual meeting of shareholders (available at filed with the SEC by FB Financial on March 28, 2025, and other documents subsequently filed by FB Financial with the SEC. To the extent holdings of FB Financial common stock by the directors and executive officers of FB Financial have changed from the amounts of FB Financial common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Southern States and their ownership of Southern States common stock may be found in Amendment No. 1 to Southern States' Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC by Southern States on April 18, 2025 (available at and other documents subsequently filed by Southern States with the SEC. To the extent holdings of Southern States common stock by the directors and executive officers of Southern States have changed from the amounts of Southern States common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies of these documents may be obtained as described above. View source version on Contacts MEDIA CONTACT: Keith FINANCIAL CONTACT: Michael M. Mettee615-435-0952mmettee@ investorrelations@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Associated Press
30-04-2025
- Business
- Associated Press
FB Financial Corporation Declares Regular Quarterly Dividend
NASHVILLE, Tenn.--(BUSINESS WIRE)--Apr 30, 2025-- FB Financial Corporation (NYSE: FBK) announced today that its board of directors declared a quarterly cash dividend of $0.19 per share. The dividend is payable on May 27, 2025, to shareholders of record as of May 13, 2025. 'We are pleased to declare our 29 th consecutive quarterly dividend to our shareholders,' stated Christopher T. Holmes, President and Chief Executive Officer. 'This dividend reflects our continued commitment to returning capital to our shareholders and underscores our financial strength. We are proud to deliver solid returns and are dedicated to maintaining this momentum as we look to the future.' ABOUT FB FINANCIAL CORPORATION FB Financial Corporation (NYSE: FBK) is a financial holding company headquartered in Nashville, Tennessee. FB Financial Corporation operates through its wholly owned banking subsidiary, FirstBank with 77 full-service bank branches across Tennessee, Kentucky, Alabama and North Georgia, and mortgage offices across the Southeast. FB Financial Corporation has approximately $13.14 billion in total assets. View source version on CONTACT: MEDIA CONTACT: Keith Hancock 404-310-2368 [email protected] CONTACT: Michael Mettee 615-564-1212 [email protected] [email protected] KEYWORD: UNITED STATES NORTH AMERICA TENNESSEE INDUSTRY KEYWORD: BANKING PROFESSIONAL SERVICES FINANCE SOURCE: FB Financial Corporation Copyright Business Wire 2025. PUB: 04/30/2025 01:00 PM/DISC: 04/30/2025 12:59 PM
Yahoo
31-03-2025
- Business
- Yahoo
FB Financial to Expand in Alabama and Georgia by Merger With Southern States
NASHVILLE, Tenn. & ANNISTON, Ala., March 31, 2025--(BUSINESS WIRE)--FB Financial Corporation ("FB Financial") (NYSE: FBK), the parent company of FirstBank, and Southern States Bancshares, Inc. ("Southern States") (Nasdaq: SSBK), the parent company of Southern States Bank, jointly announced their entry into a definitive merger agreement pursuant to which Southern States will be merged with and into FB Financial. Southern States is headquartered in Anniston, Alabama, with 15 branches across Alabama and Georgia, along with two loan production offices in the Atlanta MSA. Southern States' core markets include a mix of community and metropolitan markets that match FB Financial's desired areas for growth, including Atlanta, Auburn-Opelika, Birmingham, Columbus, and Huntsville. Southern States reported total assets of $2.8 billion, loans of $2.2 billion and deposits of $2.4 billion as of December 31, 2024. FB Financial's President and CEO Christopher T. Holmes commented, "We are thrilled about our proposed combination with Southern States. Southern States is an established community bank with a leading presence in the markets they serve. We are well-aligned culturally and look forward to continuing Southern States' legacy of dedication and service to their customers." Southern States' President and CEO, Mark A. Chambers, commented, "Our team is excited about this partnership and the opportunity it presents. We believe this transaction benefits all of our shareholders and customers, and the combined company will be well positioned to capitalize on talent and financial strength with an enhanced presence in exceptional markets." As part of the transaction, both Mr. Chambers and Lynn J. Joyce, Chief Financial Officer, plan to fill meaningful roles in the combined company. Other key employees and producers are also vital parts of the merger and will be offered employment arrangements with the combined company. Following the close of the transaction, one Southern States Director agreed upon by both companies, will be appointed to FB Financial's Board of Directors. Pursuant to the terms of the merger agreement, Southern States' shareholders will receive 0.800 shares of FB Financial common stock for each share of Southern States stock. Based on FB Financial's closing stock price of $47.05 per share as of March 28, 2025, the implied transaction value is approximately $37.64 per Southern States share, or $381 million, in the aggregate. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Southern States stockholders for FB Financial common stock they will receive. The merger agreement has been unanimously approved by both companies' boards of directors. The merger is expected to close late in the third quarter or early in the fourth quarter of 2025 and is subject to regulatory approvals, approval by FB Financial's and Southern States' shareholders and other customary closing conditions. Keefe, Bruyette, & Woods, Inc. served as financial advisor to FB Financial Corporation, and Alston & Bird LLP served as legal advisor. Performance Trust Capital Partners, LLC served as financial advisor to Southern States Bancshares, Inc., and Jones Walker LLP served as legal advisor. In addition to the information contained within this press release, an Investor Presentation has been made available on FB Financial's website ( and Southern States' website ( and has been furnished as an exhibit to a Form 8-K filed by each company with the Securities and Exchange Commission. WEBCAST AND CONFERENCE CALL INFORMATION FB Financial Corporation will host a conference call to discuss the announced merger with Southern States Bancshares, Inc. at 8:00 a.m. CT on Monday, March 31, 2025, and the conference call will be broadcast live over the internet at An online replay will be available on the Company's website approximately two hours after the conclusion of the call and will remain available for 12 months. To listen to the call, participants should dial 1-877-883-0383 (confirmation code 2179682). A telephonic replay will be available approximately two hours after the call through April 7, 2025, by dialing 1-877-344-7529 and entering confirmation code 5783677. ABOUT FB FINANCIAL CORPORATION FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, with 77 full-service bank branches across Tennessee, Alabama, Kentucky, and North Georgia, and mortgage offices across the Southeast. FB Financial Corporation has approximately $13.2 billion in total assets as of December 31, 2024. ABOUT SOUTHERN STATES BANCSHARES, INC. Headquartered in Anniston, Alabama, Southern States Bancshares, Inc. (NASDAQ: SSBK) is a bank holding company that operates primarily through its wholly owned subsidiary, Southern States Bank. The Bank is a full-service community banking institution, which offers an array of deposit, loan and other banking-related products and services to businesses and individuals in its communities. The Bank operates 15 branches in Alabama and Georgia and two loan production offices in Atlanta. Cautionary Note Regarding Forward Looking Statements This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Any statements about FB Financial Corporation ("FB Financial"), Southern States Bancshares, Inc. ("Southern States") or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are generally identified as those that include words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "may," or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction between FB Financial and Southern States (the "Transaction"), including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. These forward-looking statements are not historical facts, and are based upon current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial's or Southern States' control. In addition to factors previously disclosed in FB Financial's and Southern States' reports filed with the U.S. Securities and Exchange Commission (the "SEC"), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the risk that the cost savings and any revenue synergies from the proposed Transaction is less than or different from expectations, (2) disruption from the proposed Transaction with customer, supplier, or employee relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement, (4) the failure to obtain necessary regulatory approvals for the Transaction, (5) the failure to obtain the approval of FB Financial and Southern States' shareholders in connection with the Transaction, (6) the possibility that the costs, fees, expenses, and charges related to the Transaction may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (7) the failure of the conditions to the Transaction to be satisfied, (8) the risks related to the integration of the combined businesses, including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (9) the diversion of management time on merger-related issues, (10) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Transaction, (11) the risks associated with FB Financial's pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, (13) reputational risk and the reaction of the parties' customers to the Transaction, (14) FB Financial's ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, (15) the risk of potential litigation or regulatory action related to the Transaction, and (16) general competitive, economic, political, and market conditions. These factors are not necessarily all of the factors that could cause FB Financial's, Southern States' or the combined company's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm FB Financial's, Southern States', or the combined company's results. FB Financial and Southern States urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by FB Financial and / or Southern States. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by FB Financial or Southern States in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. FB Financial and Southern States undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. FB Financial and Southern States believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, FB Financial and Southern States caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, FB Financial and Southern States caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein. If FB Financial or Southern States update one or more forward-looking statements, no inference should be drawn that FB Financial or Southern States will make additional updates with respect to those or other forward-looking statements. Further information regarding FB Financial, Southern States and factors which could affect the forward-looking statements contained herein can be found in FB Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (which is available at and its other filings with the SEC, and in Southern States' Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (which is available at and its other filings with the SEC. Important Information About the Transactions and Where to Find It This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Transaction, FB Financial will file with the SEC a Registration Statement on Form S-4 to register the shares of FB Financial capital stock to be issued in connection with the Transaction. The Registration Statement will include a joint proxy statement of FB Financial and Southern States that also constitutes a prospectus of FB Financial. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of FB Financial and Southern States seeking their approval of the Transaction and other related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING FB FINANCIAL, SOUTHERN STATES, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by FB Financial or Southern States through the website maintained by the SEC at or from FB Financial at its website, or from Southern States at its website, Documents filed with the SEC by FB Financial will be available free of charge by accessing the "SEC Filings" tab of FB Financial's website at or alternatively by directing a request by mail to FB Financial's Corporate Secretary, 1221 Broadway, Suite 1300, Nashville, Tennessee 37203, and documents filed with the SEC by Southern States will be available free of charge by accessing Southern States' website at under the "SEC Filings" tab or, alternatively, by directing a request by mail to Southern States' Corporate Secretary, 615 Quintard Ave., Anniston, Alabama, 36201. Participants in the Solicitation FB Financial, Southern States, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Southern States shareholders in connection with the proposed merger under the rules of the SEC. Information about the interests of the directors and executive officers of FB Financial and Southern States and other persons who may be deemed to be participants in the solicitation of shareholders of FB Financial and Southern States in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the Transaction, which will be filed with the SEC. Information about the directors and executive officers of FB Financial and their ownership of FB Financial common stock may also be found in the preliminary proxy statement for FB Financial's 2025 annual meeting of shareholders (available at filed with the SEC by FB Financial on March 28, 2025, and other documents subsequently filed by FB Financial with the SEC. To the extent holdings of FB Financial common stock by the directors and executive officers of FB Financial have changed from the amounts of FB Financial common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Southern States and their ownership of Southern States common stock may be found in the definitive proxy statement for Southern States' 2024 annual meeting of shareholders (available at filed with the SEC by Southern States on March 22, 2024, and other documents subsequently filed by Southern States with the SEC. To the extent holdings of Southern States common stock by the directors and executive officers of Southern States have changed from the amounts of Southern States common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies of these documents may be obtained as described above. View source version on Contacts MEDIA CONTACT: Keith FINANCIAL CONTACT: Michael M. Mettee615-564-1212mmettee@ investorrelations@ Southern States:MEDIA AND FINANCIAL CONTACT: Lynn J. Joyce205-820-8065ljoyce@ Sign in to access your portfolio
