FB Financial (NYSE: FBK) authorizes $175M common stock buyback
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
FB Financial Corporation announced that its board of directors has renewed its stock repurchase plan, authorizing the Company to buy back up to $175 million of its outstanding common stock. The authorization runs until June 30, 2027 or until the full amount is repurchased.
The repurchase plan will be conducted under a written program intended to comply with Rule 10b-18 and may be suspended or discontinued at any time. According to the press release, this new authorization replaces a previous one that was set to expire on January 31, 2027 and reflects the Company’s focus on capital management and long-term shareholder value.
Repurchases may occur in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans. FB Financial, parent of FirstBank, reports approximately $16.5 billion in total assets and operates 90 full-service branches across Tennessee, Kentucky, Alabama, and Georgia.
Positive
- None.
Negative
- None.
Insights
FB Financial adds $175M buyback flexibility through June 2027.
FB Financial Corporation received board approval to repurchase up to $175 million of common stock, replacing a prior authorization that would have expired on January 31, 2027. The authorization extends through June 30, 2027, giving management a longer window for capital deployment.
The company frames this as consistent with a disciplined capital management approach and a strong financial position. Actual impact depends on how much of the authorization is used, which will be influenced by market conditions, regulatory requirements, and alternative uses of capital described in the release.
Repurchases can occur via open-market and privately negotiated transactions, including Rule 10b5-1 plans, and under Rule 10b-18 safe-harbor parameters. Future disclosures in periodic reports or updates would show how much of the $175 million capacity is ultimately utilized.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Repurchase authorization size: $175 million
Authorization end date: June 30, 2027
Prior authorization expiry: January 31, 2027
+2 more
5 metrics
Repurchase authorization size
$175 million
Maximum common stock buyback under renewed plan
Authorization end date
June 30, 2027
Expiration of repurchase authorization or earlier if fully used
Prior authorization expiry
January 31, 2027
Date previous repurchase authorization would have expired
Total assets
$16.5 billion
Company total assets as stated in the press release
Branch count
90 branches
Full-service branches across Tennessee, Kentucky, Alabama, Georgia
Key Terms
stock repurchase plan, Rule 10b-18, Rule 10b5-1 plans, financial holding company, +1 more
5 terms
stock repurchase plan financial
"its board of directors has renewed its stock repurchase plan"
A stock repurchase plan is a company’s program to buy back its own shares from the market, reducing the number of shares available to investors. Like a store buying back its own gift cards to raise the value of remaining cards, buybacks can increase each remaining share’s claim on profits and often signal management believes the stock is undervalued or is an efficient way to return cash, which can affect share price and investor returns.
Rule 10b-18 regulatory
"intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 plans regulatory
"Repurchases may be executed through the open market or in privately negotiated transactions, including under Rule 10b5-1 plans"
A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.
financial holding company financial
"FB Financial Corporation (NYSE: FBK) is a financial holding company headquartered in Nashville"
A financial holding company is a parent firm that owns and oversees banks and other financial businesses, such as lending, insurance, or investment services. It matters to investors because it bundles several money-making activities under one roof—like a parent managing several children—so returns, risks, and regulatory rules for banking apply to the whole group; trouble in one unit can affect the company’s profits, capital needs, and dividends.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
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): April 21, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 7.01. Regulation FD Disclosure.
On April 27, 2026, FB Financial Corporation (the “Company”) issued a press release. A copy of the press released is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
Item 8.01. Other Events.
The Company announced today that its board of directors has renewed its stock repurchase plan (the “Repurchase Plan”) pursuant to which the Company may purchase up to $175,000,000 in shares of the Company’s issued and outstanding common stock, par value $1.00 per share. The purchase authorizations granted under the Repurchase Plan will terminate either on the date on which the maximum dollar amount is repurchased under the Repurchase Plan or on June 30, 2027, whichever date occurs earlier. The Repurchase Plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Repurchase Plan may be suspended or discontinued at any time without notice.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
99.1 Press release issued on April 27, 2026 by FB Financial Corporation
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: April 27, 2026
Exhibit 99.1
FB Financial Corporation Announces $175 Million Common Stock Repurchase Authorization
NASHVILLE, Tenn. – (April 27, 2026) — FB Financial Corporation (“the Company”) (NYSE: FBK), the parent company of FirstBank, announced today that its board of directors authorized the repurchase of up to $175 million of the Company’s outstanding common stock. The repurchase authorization will be in place until June 30, 2027, and replaces the Company’s previous authorization, which was to expire on January 31, 2027.
“The board’s approval of this repurchase authorization reflects the Company’s strong financial position and disciplined approach to capital management,” said Christopher T. Holmes, President and Chief Executive Officer. “This approach allows us to evaluate capital deployment opportunities while remaining focused on long-term shareholder value.”
The timing and amount of any repurchases will be based on management’s consideration of various factors including market conditions, securities laws restrictions, the price of the Company’s stock, regulatory requirements, alternative uses of capital, and the Company’s financial performance. Repurchases may be executed through the open market or in privately negotiated transactions, including under Rule 10b5-1 plans.
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. FB Financial Corporation operates 90 full-service branches across its footprint and has approximately $16.5 billion in total assets.
MEDIA CONTACT:
Keith Hancock
Keith Hancock
404-310-2368
keith.hancock@firstbankonline.com
www.firstbankonline.com
FINANCIAL CONTACT:
Michael M. Mettee
615-435-0952
mmettee@firstbankonline.com
investorrelations@firstbankonline.com
Michael M. Mettee
615-435-0952
mmettee@firstbankonline.com
investorrelations@firstbankonline.com
-END-
FAQ
What did FB Financial Corporation (FBK) announce in this 8-K filing?
FB Financial Corporation announced that its board authorized a renewed stock repurchase plan for up to $175 million of outstanding common stock, effective until June 30, 2027. The plan replaces a prior authorization and is part of the company’s stated capital management strategy.
How large is FB Financial Corporation’s new stock repurchase authorization?
The new authorization allows FB Financial Corporation to repurchase up to $175 million of its outstanding common stock. Repurchases can be made in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans, subject to market conditions and regulatory considerations.
When does FB Financial Corporation’s $175 million buyback authorization expire?
The repurchase authorization remains in place until June 30, 2027, or until the full $175 million is used, whichever occurs first. The company also notes that the plan may be suspended or discontinued at any time without notice, providing management flexibility.
How does the new FB Financial (FBK) repurchase plan relate to the prior authorization?
The new authorization replaces a previous stock repurchase authorization that was scheduled to expire on January 31, 2027. By implementing the updated plan, the company maintains repurchase capacity while extending the program’s effective period through June 30, 2027, under revised board approval.
Under what rules will FB Financial’s stock repurchases be conducted?
The company states that the repurchase plan will be conducted under a written program intended to comply with Rule 10b-18 of the Exchange Act. Repurchases may also occur through Rule 10b5-1 plans, which allow prearranged trading strategies subject to securities law requirements.
What is the size and footprint of FB Financial Corporation (FBK)?
FB Financial Corporation reports approximately $16.5 billion in total assets and operates 90 full-service branches. The company, through its subsidiary FirstBank, serves customers in Tennessee, Kentucky, Alabama, and Georgia from its headquarters in Nashville, Tennessee.