FB Financial (FBK) CFO & COO gets stock awards, withholds shares for tax

Rhea-AI Filing Summary

FB Financial Corp executive Michael M. Mettee, the CFO & COO, reported equity compensation activity in company common stock. He acquired 9,081 shares on February 25, 2026 through the vesting of performance stock units and a separate grant of 4,126 restricted stock units, both at $0.00 per share as awards.

The filing also shows a disposition of 2,309 shares at $58.18 per share, used to cover tax liabilities tied to the vesting of performance stock units, rather than an open-market sale. Following these transactions, he directly owns 51,659 common shares, plus an additional 1,406.8038 shares held indirectly through a 401(k) plan.

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

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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^*

Mettee Michael M.

(Last) (First) (Middle)

1221 BROADWAY, SUITE 1300

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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

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

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

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)	02/25/2026		A		9,081	A	$0	49,842	D
Common Stock(2)	02/25/2026		F		2,309	D	$58.18	47,533	D
Common Stock(3)	02/25/2026		A		4,126	A	$0	51,659	D
Common Stock								1,406.8038	I	By 401(k) Plan

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. Represents shares of common stock issued upon the vesting of outstanding performance stock units that were subject to performance criteria other than the issuer's stock price.

2. Represents shares withheld for payment of tax liability associated with the vesting of performance stock units on February 25, 2026.

3. Represents restricted stock units granted pursuant to the issuer's 2016 Incentive Plan for the reporting person's performance during 2025 and will settle in common stock upon vesting.

Remarks:

	/s/ Beth W. Sims, as Attorney-in-Fact	02/27/2026
	** 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).
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FAQ

What did FBK executive Michael M. Mettee report in this Form 4?

Michael M. Mettee, CFO & COO of FB Financial Corp (FBK), reported equity awards and related tax withholding. He received performance stock and restricted stock unit shares, and some shares were withheld to satisfy tax liabilities tied to those awards.

How many FBK shares did Michael M. Mettee acquire in the reported transactions?

Michael M. Mettee acquired 9,081 FBK common shares from vesting performance stock units and 4,126 restricted stock units on February 25, 2026. These awards were granted at no cash cost to him as part of the company’s incentive compensation.

Why were 2,309 FBK shares disposed of in Michael M. Mettee’s Form 4?

The 2,309 FBK shares were disposed of at $58.18 per share to cover tax liabilities from vesting performance stock units. This tax-withholding disposition is an administrative transaction rather than an open-market sale initiated for investment reasons.

What is Michael M. Mettee’s FBK share ownership after these transactions?

After the reported transactions, Michael M. Mettee holds 51,659 FBK common shares directly. He also has 1,406.8038 shares held indirectly through a 401(k) plan account, reflecting retirement-plan ownership separate from his directly held shares.

What do the performance and restricted stock units in FBK’s filing represent?

The performance stock units represent awards that vested based on performance criteria other than FBK’s stock price. The restricted stock units were granted for 2025 performance under the 2016 Incentive Plan and will settle in common stock when they vest in the future.

Was Michael M. Mettee’s Form 4 transaction an open-market buy or sell of FBK shares?

The Form 4 does not show open-market buying or selling by Michael M. Mettee. It reports stock awards at no purchase price and a share disposition solely to pay tax liabilities related to those awards, using shares instead of cash.