[8-K] FB Financial Corp Reports Material Event

Rhea-AI Filing Summary

FB Financial Corporation announced management realignment effective October 1, 2025, naming Michael M. Mettee as Chief Operating Officer in addition to his role as Chief Financial Officer, and naming Travis K. Edmondson as Chief Credit Officer, transitioning from Chief Banking Officer. Mr. Mettee will add oversight of Metro and Community markets, Commercial, Retail, Wealth, Credit and Customer Experience across 93 branches in five states. The company amended prior employment agreements for both executives to reflect new roles, including a 12.7% increase in Mr. Mettee's total direct compensation and a retention bonus for Mr. Edmondson equal to approximately one times his base salary, payable by January 31, 2026, subject to continued employment.

Positive

• Consolidation of roles may improve coordination between finance and operations by naming the CFO also as COO
• Clear succession and retention steps with amended agreements and a retention bonus to keep executive continuity
• Expanded operational oversight for Mr. Mettee across 93 branches in five states, centralizing accountability

Negative

• Increased compensation including a 12.7% raise for Mr. Mettee, which raises near-term personnel expenses
• Retention bonus for Mr. Edmondson equal to ~1x base salary payable by January 31, 2026, if employed, adding cash outlay
• Limited disclosure of full amended agreement terms in this filing prevents assessment of long-term obligations

Insights

Financial Analyst

TL;DR: Management realignment centralizes operations and finance; compensation adjustments modestly increase near-term operating costs.

The appointments consolidate operational and financial oversight by combining CFO and COO responsibilities in Mr. Mettee, which may improve coordination between finance and bank operations across a multi-state branch network. Mr. Edmondson moving to Chief Credit Officer formalizes credit oversight under a dedicated executive. The disclosed 12.7% pay increase for Mr. Mettee and a retention bonus for Mr. Edmondson are concrete costs that will affect compensation expense, but the filing does not quantify annualized dollar impacts or changes to incentive structures beyond those items. No related-party transactions requiring disclosure were reported.

Corporate Governance Expert

TL;DR: Governance shows succession planning and retention focus; amendments follow existing agreements with limited disclosed changes.

The Compensation Committee approved role changes and amended employment agreements to align pay with duties, signaling active succession and retention management. The filing states the amended agreements make no other material changes to prior contracts, and it expressly notes absence of reportable related-party transactions for Mr. Mettee. Full contract texts will be filed as exhibits to the upcoming quarterly report, which is necessary to fully assess severance, change-in-control, and clawback provisions that could be material to shareholders.

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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): September 12, 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, 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.

On September 12, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of FB Financial Corporation (“FB Financial”), the parent company of FirstBank (the “Bank”), approved the realignment of certain management responsibilities, including for certain named executive officers, in each case effective October 1, 2025. Michael M. Mettee has been named Chief Operating Officer, in addition to his role as Chief Financial Officer, and Travis K. Edmondson has been named Chief Credit Officer and will transition from his role of Chief Banking Officer.

Mr. Mettee, age 45, has served as the Chief Financial Officer of FB Financial since 2020 and joined the Bank in 2012 as the Director of Capital Markets and managed the interest rate risk for the Bank. He subsequently was Chief Financial Officer of Banking, a position he held before being promoted to Chief Financial Officer of FB Financial. In addition to his current responsibilities as Chief Financial Officer, Mr. Mettee will manage Metro and Community markets, Commercial, Retail, Wealth, Credit and Customer Experience for FirstBank across 93 branches in five states. Prior to joining the Bank, Mr. Mettee spent time at regional banks managing various aspects of finance including budgeting and forecasting processes, pricing and asset liability products, financial reporting and capital markets. There are no actual or proposed transactions between Mr. Mettee or any of his immediate family members and FB Financial that would require disclosure under Item 404(a) of Regulation S-K in connection with his appointment as Chief Operating Officer of FB Financial.

In connection with these changes, FB Financial and the Bank entered into an amended and restated employment agreement with each of Messrs. Mettee and Edmondson, effective October 1, 2025 (the “Amended and Restated Employment Agreements”) to amend their prior employment agreements with FB Financial and the Bank dated as of February 23, 2024 (the “Prior Agreements”) to reflect their new positions and adjustments to compensation commensurate with such new positions, including a 12.7% increase to Mr. Mettee’s total direct compensation. The material terms of the Prior Agreements are included in FB Financial’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2025. Mr. Edmondson will also be eligible to receive a retention bonus equal to approximately one times his base salary, payable on or before January 31, 2026, subject to his continued employment date on such date. Except as described herein, the Amended and Restated Employment Agreements made no other material changes to the Prior Agreements.

The foregoing description of the Amended and Restated Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Employment Agreements, which will be filed as an exhibit to the FB Financial’s Quarterly Report on Form 10-Q for the period ending September 30, 2025.

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: September 18, 2025

FAQ

What management changes did FB Financial (FBK) announce?

FB Financial named Michael M. Mettee as Chief Operating Officer in addition to CFO and named Travis K. Edmondson as Chief Credit Officer, effective October 1, 2025.

Did FB Financial change executive compensation in the filing?

Yes. The filing discloses a 12.7% increase to Mr. Mettee’s total direct compensation and a retention bonus for Mr. Edmondson equal to approximately one times his base salary, payable by January 31, 2026, subject to continued employment.

Will the amended employment agreements be available for review?

Yes. The filing states the Amended and Restated Employment Agreements will be filed as exhibits to FB Financial’s quarterly report for the period ending September 30, 2025.

Are there any related-party transactions disclosed for these appointments?

The filing states there are no actual or proposed transactions between Mr. Mettee or his immediate family members and FB Financial that would require disclosure under Item 404(a) of Regulation S-K in connection with his appointment.

What operational scope will Mr. Mettee oversee as COO?

In addition to CFO duties, Mr. Mettee will manage Metro and Community markets, Commercial, Retail, Wealth, Credit and Customer Experience for FirstBank across 93 branches in five states.