[8-K] FB Financial Corporation Reports Material Event

Rhea-AI Filing Summary

FB Financial (NYSE:FBK) filed an 8-K disclosing the 26 June 2025 special meeting vote on its pending all-stock acquisition of Southern States Bancshares.

• Proposal 1 – Share Issuance: 39,322,960 FOR, 11,439 AGAINST, 74,273 ABSTAIN, approving the stock needed to complete the merger.
• Proposal 2 – Adjournment: 34,666,184 FOR, 4,663,497 AGAINST, 78,991 ABSTAIN, authorizing meeting adjournment if additional proxies are required.

The >99% support for Proposal 1 removes a key closing condition, allowing the transaction to advance once remaining regulatory and customary conditions are met. No other material updates were provided.

Positive

• Approval of share issuance for Southern States Bancshares merger with 39,322,960 votes for (99.8% support)
• Adjournment flexibility approved, allowing management to secure additional proxies if needed

Negative

• None.

Insights

M&A Specialist

Share issuance cleared; merger now awaits regulatory approvals.

The 99.8% affirmative vote removes the principal shareholder condition in the Southern States Bancshares acquisition. With equity consideration authorized, the deal timeline shifts to external approvals and operational readiness. High approval margin suggests investors align with management's strategic rationale. Remaining risks: regulatory clearance pace and integration execution, neither addressed in this filing.

Corporate Governance Analyst

Governance process strong; minimal dissent evident.

The special meeting reflects effective shareholder engagement: quorum attained and proposals passed comfortably. The adjournment option, though approved, is now likely moot given Proposal 1's passage. Only 0.03% voted against issuance, indicating limited opposition. No contested issues, activist activity, or procedural irregularities were disclosed. Impact on governance structures appears neutral beyond possible merger-related board changes not covered here.

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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): June 26, 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 26, 2025, at a special meeting of shareholders of FB Financial Corporation (the “Company”), the Company considered (1) a proposal to approve the issuance of the Company’s common stock pursuant to the Agreement and Plan of Merger dated March 31, 2025, by and among the Company and Southern States Bancshares, Inc., as such agreement may be amended from time to time (the “FB Financial Share Issuance Proposal”), and (2) a proposal to adjourn the Company special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Company share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of the Company common stock (the “FB Financial Adjournment Proposal”).

Both proposals were approved by the required vote of the Company’s shareholders at the special meeting. The final voting results are set forth below.

Proposal 1. FB Financial Share Issuance Proposal

Votes For						Votes Against						Abstain						Non Votes
39,322,960						11,439						74,273						—

Proposal 2. FB Financial Adjournment Proposal

Votes For						Votes Against						Abstain						Non Votes
34,666,184						4,663,497						78,991						—

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/ Beth W. Sims

Beth W. Sims

Date: June 27, 2025

General Counsel and Corporate Secretary

FAQ

Did FBK shareholders approve the share issuance required for the Southern States Bancshares merger?

Yes. At the June 26 2025 special meeting, 39,322,960 votes were cast FOR, 11,439 AGAINST and 74,273 ABSTAIN, surpassing the required majority.

What percentage of votes supported FBK's share issuance proposal on June 26, 2025?

Over 99% of the votes cast (approximately 99.8%) supported the share issuance proposal.

What were the results of FBK's adjournment proposal at the special meeting?

The adjournment proposal received 34,666,184 votes FOR, 4,663,497 AGAINST and 78,991 ABSTAIN, authorizing the company to adjourn if additional proxies are needed.

When did FB Financial hold its special shareholder meeting to vote on the Southern States merger?

The special meeting was held on June 26, 2025.