[8-K] FB Financial Corp Reports Material Event

Rhea-AI Filing Summary

FB Financial Corporation filed an 8-K to provide supplemental financials related to its completed acquisition of Southern States Bancshares and Southern States Bank. The filing includes unaudited historical financial statements of Southern States for the six months ended June 30, 2025, and unaudited pro forma condensed combined income information for the nine months ended September 30, 2025, reflecting the merger as if completed on the stated dates.

Insights

M&A Accounting Analyst

Routine post-merger 8-K provides unaudited historical and pro forma data to assess combined earnings profile.

This 8-K supplies the required financials tied to the completed merger with Southern States on July 1, 2025. It includes unaudited historical financial statements for Southern States through June 30, 2025 and an unaudited pro forma condensed combined income statement for the nine months ended September 30, 2025. Pro forma statements show how results might look as if the merger had occurred earlier, aiding comparability.

The filing does not introduce new terms or consideration changes; it focuses on compliance and transparency. Because it is unaudited and pro forma, figures are illustrative and subject to normal adjustments. This helps evaluate revenue and expense mix, as well as scale of the combined entity, but it should be viewed as a modeling bridge rather than final results.

Key items to watch are the detailed line items in Exhibits 99.1 and 99.2, and how they inform the next periodic report that captures post-merger actuals after July 1, 2025. The timing here—filing on November 13, 2025—sets a reference point for assessing subsequent quarters of reported combined performance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 13, 2025

FB FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Tennessee		001-37875		62-1216058
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1221 Broadway, Suit 1300

Nashville, Tennessee 37203

(Address of principal executive offices) (Zip Code)

(615) 564-1212

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	FBK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If  an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

As previously reported, on July 1, 2025, FB Financial Corporation (the “Company”), completed its acquisition of Southern States Bancshares, Inc. an Alabama corporation, and its wholly-owned banking subsidiary, Southern States Bank (collectively, “Southern States”) (such acquisition, the “Merger”).

The Company is filing this report in order to provide historical unaudited financial information with respect to Southern States for the period ended June 30, 2025, and certain unaudited pro forma financial information giving effect to the Merger as though they had been completed on the dates set forth in such information.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

i. The unaudited interim financial statements of Southern States Bancshares, Inc. as of and for the six months ended June 30, 2025.

(b) Pro Forma Financial Information.

i. The unaudited pro forma condensed combined financial statements of FB Financial Corporation and Southern States Bancshares, Inc. as of and for the nine months ended September 30, 2025.

Exhibit No.		Description
99.1		Unaudited interim financial statements of Southern States Bancshares, Inc. as of and for the six months ended June 30, 2025.
99.2		Unaudited pro forma condensed combined income statement of FB Financial Corporation and Southern States Bancshares, Inc. for the nine months ended September 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

	FB FINANCIAL CORPORATION
	By:	/s/ Michael M. Mettee
		Michael M. Mettee
		Chief Financial Officer and Chief Operating Officer

Date: November 13, 2025

FAQ

What did FBK disclose in this 8-K?

The company provided unaudited historical financials for Southern States and unaudited pro forma combined income information reflecting its merger.

Has FBK’s merger with Southern States closed?

Yes. The merger was completed on July 1, 2025.

What periods do the supplemental financials cover?

Southern States’ unaudited historical financials cover the six months ended June 30, 2025, and the pro forma combined income covers the nine months ended September 30, 2025.

Which exhibits contain the financial information?

Exhibit 99.1 includes Southern States’ unaudited interim financial statements; Exhibit 99.2 includes the unaudited pro forma condensed combined income statement.

What is FB Financial’s trading symbol and exchange?

FBK on the New York Stock Exchange.

Why provide pro forma information?

To show how results might have appeared if the merger had been completed on the dates specified in the pro forma schedules.