FB Financial director awarded 1,329 RSUs

Ayers J. Jonathan reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Ayers J. Jonathan reported acquisition or exercise transactions in this Form 4 filing.

FB Financial Corp director and ten percent owner J. Jonathan Ayers received an award of 1,329 Restricted Stock Units (RSUs) of common stock. The grant was made under the company’s Non-Employee Director Compensation Policy and the RSUs vest on April 30, 2027.

Following the award, Ayers directly holds 20,397 shares of common stock. An additional 10,931,841 shares are held by the Estate of James W. Ayers, where he serves as co-executor and disclaims beneficial ownership of those estate-held securities.

Insider Trade Summary

Grant/Award: 1,329 shares

Grant/Award 2 txns

Insider Ayers J. Jonathan

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,329	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 20,397 shares (Direct); Common Stock — 10,931,841 shares (Indirect, By Estate of James W. Ayers)

Footnotes (2)

1. F1. Reflects an award of Restricted Stock Units (RSUs) granted pursuant to the issuer's Non-Employee Director Compensation Policy. The RSUs vest on April 30, 2027.
2. F2. The reported securities may be deemed to be beneficially owned by the reporting person in his capacity as a co-executor of the Estate of James W. Ayers. The reporting person disclaims beneficial ownership of the securities held directly by the Estate of James W. Ayers.

Key Figures

RSU grant size: 1,329 RSUs RSU vesting date: April 30, 2027 Direct shares after award: 20,397 shares +2 more

5 metrics

RSU grant size 1,329 RSUs Award of Restricted Stock Units to director on May 22, 2026

RSU vesting date April 30, 2027 Vesting schedule for granted RSUs

Direct shares after award 20,397 shares Common stock directly held by Ayers following RSU grant

Estate-held shares 10,931,841 shares Common stock held by Estate of James W. Ayers, with Ayers as co-executor

RSU grant price $0.0000 per share Equity award under Non-Employee Director Compensation Policy

Key Terms

Restricted Stock Units (RSUs), Non-Employee Director Compensation Policy, beneficially owned, co-executor

4 terms

Restricted Stock Units (RSUs) financial

"Reflects an award of Restricted Stock Units (RSUs) granted pursuant to the issuer's Non-Employee Director Compensation Policy."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Non-Employee Director Compensation Policy financial

"RSUs granted pursuant to the issuer's Non-Employee Director Compensation Policy."

beneficially owned financial

"The reported securities may be deemed to be beneficially owned by the reporting person in his capacity as a co-executor."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

co-executor financial

"Beneficially owned by the reporting person in his capacity as a co-executor of the Estate of James W. Ayers."

FAQ

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

What insider transaction did FB Financial Corp (FBK) report for J. Jonathan Ayers?

FB Financial Corp reported that director and ten percent owner J. Jonathan Ayers received an award of 1,329 Restricted Stock Units. The grant was made as part of the company’s Non-Employee Director Compensation Policy and represents equity-based compensation, not an open-market share purchase.

How many RSUs did FBK director J. Jonathan Ayers receive and when do they vest?

J. Jonathan Ayers received 1,329 Restricted Stock Units of FB Financial Corp common stock. These RSUs vest on April 30, 2027. Vesting means the units convert into shares over time, aligning director compensation with long-term company performance and shareholder interests.

Did the FBK Form 4 filing show any open-market buy or sell by J. Jonathan Ayers?

The Form 4 shows an acquisition coded as a grant or award of 1,329 Restricted Stock Units at no purchase price. It does not report any open-market purchases or sales of FB Financial Corp common stock by Ayers in this particular filing.

What are J. Jonathan Ayers’ direct FB Financial Corp share holdings after this RSU award?

After the RSU award, J. Jonathan Ayers directly holds 20,397 shares of FB Financial Corp common stock. This figure reflects his direct ownership, separate from the much larger indirect holdings associated with the Estate of James W. Ayers referenced in the filing.

How many FBK shares are associated with the Estate of James W. Ayers in this filing?

The filing lists 10,931,841 FB Financial Corp common shares held by the Estate of James W. Ayers. These securities may be deemed beneficially owned due to Ayers’ role as co-executor, but he expressly disclaims beneficial ownership of the estate-held shares in the footnotes.

What does it mean that J. Jonathan Ayers disclaims beneficial ownership of estate-held FBK shares?

Disclaiming beneficial ownership means Ayers states he should not be treated as the economic owner of shares held by the estate. In this case, 10,931,841 FB Financial Corp shares are owned by the Estate of James W. Ayers, where Ayers serves as co-executor but disclaims personal economic interest.

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

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Accepted by SEC EDGAR 05/27/2026 - 12:32 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ayers J. Jonathan

(Last) (First) (Middle)

1221 BROADWAY, SUITE 1300

(Street)

NASHVILLE TENNESSEE 37203

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FB Financial Corp [ FBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	05/22/2026		A		1,329	A	$0	20,397	D
Common Stock(2)								10,931,841	I	By Estate of James W. Ayers

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects an award of Restricted Stock Units (RSUs) granted pursuant to the issuer's Non-Employee Director Compensation Policy. The RSUs vest on April 30, 2027.

2. The reported securities may be deemed to be beneficially owned by the reporting person in his capacity as a co-executor of the Estate of James W. Ayers. The reporting person disclaims beneficial ownership of the securities held directly by the Estate of James W. Ayers.

Remarks:

	/s/ Beth W. Sims, as Attorney-in-Fact	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)