FB Financial (NYSE: FBK) calls 4.50% subordinated notes due 2030

Rhea-AI Filing Summary

FB Financial Corporation has fully redeemed its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030. On September 2, 2025, the company paid a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest up to, but excluding, the redemption date, in line with the original note terms dated August 31, 2020.

By satisfying and discharging all outstanding notes, the related material definitive agreement referenced in the filing is effectively terminated. This removes this particular subordinated debt instrument from the company’s capital structure.

Insights

Bank capital structure and debt analyst

FB Financial retires an entire subordinated note issue at par plus interest.

FB Financial Corporation redeemed all of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 on September 2, 2025. The redemption was executed at 100% of principal plus accrued and unpaid interest, consistent with the notes’ stated terms. This means holders received full face value rather than a discount or premium.

Subordinated notes sit below senior debt but above equity in a bank’s capital stack. Eliminating this instrument simplifies the company’s debt profile and ends ongoing interest obligations tied specifically to these notes, though the filing does not quantify the size of the issue.

The filing also ties this transaction to the termination of a material definitive agreement via satisfaction and discharge of the notes. Future periodic reports may provide more detail on how this redemption affects overall funding costs and regulatory capital ratios.

8-K Event Classification

2 items: 1.02, 8.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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 2, 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 1.02 Termination of a Material Definitive Agreement

The information set forth in Item 8.01 below, as to the satisfaction and discharge of the Notes (as defined below), is incorporated by reference into this Item 1.02.

Item 8.01 Other Events.

On Tuesday, September 2, 2025, (the “Redemption Date”), FB Financial Corporation (the “Company”) redeemed all of its outstanding 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the Redemption Date, in accordance with the terms of the Notes, dated as of August 31, 2020.

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 Financial Officer

(Principal Financial Officer)

Date: September 5, 2025

FAQ

What did FBK disclose in this 8-K filing?

The company reported that it redeemed all of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 on September 2, 2025, at 100% of principal plus accrued interest.

Which FBK securities were redeemed and on what date?

FB Financial Corporation redeemed all outstanding 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 on September 2, 2025, the specified redemption date.

At what price were FBK’s subordinated notes redeemed?

The notes were redeemed at a price equal to 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date.

How does this transaction relate to a material definitive agreement for FBK?

The satisfaction and discharge of the subordinated notes led to the termination of the related material definitive agreement, as referenced under Item 1.02.

What type of notes did FBK redeem in this transaction?

FB Financial Corporation redeemed its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030, issued under terms dated August 31, 2020.

Does FBK’s redemption affect all outstanding notes of this series?

Yes, the filing states that the company redeemed all of its outstanding 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030.