Did FB Financial Corporation (FBK) report any disagreements related to the Chief Accounting Officer’s resignation?

The company states that Jonathan Pennington’s resignation as Chief Accounting Officer was not the result of any disagreement with FB Financial on operations, policies, practices, accounting principles, or internal controls. This indicates the change is presented as a routine career move rather than conflict-driven.

Are there any related-party or family relationships tied to Lynn Joyce’s appointment at FB Financial (FBK)?

FB Financial reports there are no arrangements or understandings with other persons regarding Lynn Joyce’s appointment, no family relationships with directors or executive officers, and no transactions requiring disclosure under Item 404(a) of Regulation S-K. Her appointment is presented as independent of related-party interests.

FB Financial names new Chief Accounting Officer

FB Financial Corporation reported that Chief Accounting Officer Jonathan Pennington has resigned from FB Financial and its wholly owned subsidiary FirstBank, effective on or about February 26, 2026, to take a role at another institution.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

FB Financial Corporation reported that Chief Accounting Officer Jonathan Pennington has resigned from FB Financial and its wholly owned subsidiary FirstBank, effective on or about February 26, 2026, to take a role at another institution. The company states his resignation is not due to any disagreement regarding operations, policies, accounting principles, practices, or internal controls.

The boards of FB Financial and FirstBank have appointed Lynn Joyce, age 62, to succeed him as Chief Accounting Officer, effective on or about March 1, 2026. Joyce previously served as Chief Financial Officer of Southern States Bancshares, Inc. from 2013 until its acquisition by FB Financial in July 2025 and then moved into a senior finance role at FirstBank. In connection with her new role, her total annual compensation, including short- and long-term bonus opportunities, will increase by approximately 29%. The company reports no special arrangements, family relationships, or related-party transactions connected to her appointment.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did FB Financial Corporation (FBK) announce?

FB Financial Corporation announced that Chief Accounting Officer Jonathan Pennington will resign effective on or about February 26, 2026. He is leaving to accept a position at another institution, and the company states his departure is not due to any disagreement over operations, policies, or accounting matters.

Who is replacing the Chief Accounting Officer at FB Financial Corporation (FBK)?

Lynn Joyce will replace Jonathan Pennington as Chief Accounting Officer of FB Financial and FirstBank, effective on or about March 1, 2026. She previously served as Chief Financial Officer of Southern States Bancshares, Inc. and later held a senior finance role at FirstBank after the merger.

What is Lynn Joyce’s background before becoming Chief Accounting Officer at FB Financial (FBK)?

Before being named Chief Accounting Officer, Lynn Joyce served as Chief Financial Officer of Southern States Bancshares, Inc. from 2013 until its acquisition by FB Financial in July 2025. After the acquisition, she transitioned into a senior finance position at FirstBank, bringing extensive banking and accounting experience.

How will Lynn Joyce’s compensation change in her new role at FB Financial (FBK)?

In connection with her appointment as Chief Accounting Officer, Lynn Joyce’s total annual compensation, including short- and long-term bonus opportunities, will increase by approximately 29%. This reflects the added responsibilities of overseeing accounting at both FB Financial and its subsidiary FirstBank.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/03/2026 - 04:22 PM EST

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): January 28, 2026

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, Suite 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 (see General Instruction A.2. below):


☐			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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Accounting Officer Resignation and Appointment

On January 28, 2026, Jonathan Pennington notified FB Financial Corporation (the “FB Financial”), and its wholly owned subsidiary, FirstBank, of his decision to resign as Chief Accounting Officer from FB Financial and FirstBank, effective on or about February 26, 2026, to accept a position at another institution. Mr. Pennington’s resignation was not the result of any disagreement with FB Financial on any matter relating to the Company’s operations, policies or practices, including the Company’s accounting principles and practices and internal controls. The company thanks Mr. Pennington for his contributions.

On February 2, 2026, the boards of directors (the “Boards”) of FB Financial and FirstBank announced that Lynn Joyce will replace Mr. Pennington as Chief Accounting Officer of both entities, effective on or about March 1, 2026. Ms. Joyce, age 62, most recently served as Chief Financial Officer of Southern States Bancshares, Inc. (“Southern States”), a role she held from 2013 until the company’s acquisition by FB Financial in July 2025. Following the merger, she transitioned into a senior finance position at FirstBank. Prior to joining Southern States, Ms. Joyce served for approximately 20 years as Chief Financial Officer at First Financial Bank, after beginning her career as a certified public accountant with Arthur Andersen. Ms. Joyce is a member of the Alabama Society of Certified Public Accountants.

Ms. Joyce’s total annual compensation, including short and long-term bonus opportunities, will be increased by approximately 29% in connection with her appointment as Chief Accounting Officer. There are no arrangements or understandings between Ms. Joyce and any other persons pursuant to which she was appointed as Chief Accounting Officer of FB Financial and FirstBank. There are no family relationships between Ms. Joyce and any of the directors or other executive officers of either FB Financial or FirstBank, and Ms. Joyce is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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 Operating Officer & Chief Financial Officer

Date: February 3, 2026

Source: View Original Filing on SEC EDGAR