FB Financial (NYSE: FBK) 10% owner sells 8,500 shares at ~$60 each

Rhea-AI Filing Summary

FB Financial Corp insider activity: On January 15, 2026, reporting person James Austin McPherson, a more than 10% owner of FB Financial Corp, sold 8,500 shares of common stock at a weighted average price of $60.06 per share in open-market transactions. The shares were sold at prices ranging from $60.00 to $60.27. Following this sale, he directly held 9,484 shares of common stock. In addition, 7,051,841 shares are held indirectly by the Estate of James W. Ayers, where he serves as co-executor and disclaims beneficial ownership, and 2,100 shares are held indirectly through limited liability companies established for family members, for which he also disclaims beneficial ownership.

Insider Trade Summary

Net Seller: 8,500 shares ($510,510)

Net Sell 3 txns

Insider McPherson James Austin

Role 10% Owner

Sold 8,500 shs ($511K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,500	$60.06	$511K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,484 shares (Direct); Common Stock — 7,051,841 shares (Indirect, By Estate of James W. Ayers)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.27, inclusive. The reporting person undertakes to provide to FB Financial Corporation, any security holder of FB Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The total shares owned by the Estate of James W. Ayers reflects the sale by the Estate of James W. Ayers on November 14, 2025 of 3,880,000 shares of the Common Stock of FB Financial Corp in a transaction exempt from reporting under Rule 16a-2(d)(1). 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 was appointed a co-executor of the Estate of James W. Ayers effective April 29, 2025. The reporting person disclaims beneficial ownership of the securities held directly by the Estate of James W. Ayers. The reported securities are held directly by various limited liability companies established for the benefit of the reporting person's family members. The reporting person holds direct or indirect operational and/or voting control over the reported securities directly owned by such limited liability companies. The reporting person disclaims beneficial ownership of the securities held directly by such limited liability companies.

Form 4 Insider Transactions: What Each Field Means →

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^*

McPherson James Austin

(Last) (First) (Middle)

6 N. GILL STREET

(Street)

HAZELHURST GA 31539

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		S		8,500	D	$60.06(1)	9,484	D
Common Stock								7,051,841(2)	I	By Estate of James W. Ayers(3)
Common Stock								2,100	I	By LLC(4)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.27, inclusive. The reporting person undertakes to provide to FB Financial Corporation, any security holder of FB Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. The total shares owned by the Estate of James W. Ayers reflects the sale by the Estate of James W. Ayers on November 14, 2025 of 3,880,000 shares of the Common Stock of FB Financial Corp in a transaction exempt from reporting under Rule 16a-2(d)(1).

3. 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 was appointed a co-executor of the Estate of James W. Ayers effective April 29, 2025. The reporting person disclaims beneficial ownership of the securities held directly by the Estate of James W. Ayers.

4. The reported securities are held directly by various limited liability companies established for the benefit of the reporting person's family members. The reporting person holds direct or indirect operational and/or voting control over the reported securities directly owned by such limited liability companies. The reporting person disclaims beneficial ownership of the securities held directly by such limited liability companies.

Remarks:

	/s/ D. Scott Holley, as Attorney-in-Fact	01/20/2026
	** 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.

FAQ

What insider transaction did FBK's reporting person make on January 15, 2026?

On January 15, 2026, James Austin McPherson, a more than 10% owner of FB Financial Corp (FBK), sold 8,500 shares of common stock in an open-market transaction coded "S" (sale).

At what price were the 8,500 FBK shares sold by the insider?

The 8,500 shares of FB Financial Corp common stock were sold at a weighted average price of $60.06 per share, in multiple trades at prices ranging from $60.00 to $60.27.

How many FBK shares does the reporting person hold directly after the sale?

After the reported sale, James Austin McPherson directly owns 9,484 shares of FB Financial Corp common stock.

What indirect FBK share holdings are associated with the reporting person?

There are 7,051,841 shares of FB Financial Corp common stock held by the Estate of James W. Ayers and 2,100 shares held by various limited liability companies. These are reported as indirect holdings, and McPherson disclaims beneficial ownership of the securities held directly by the estate and the LLCs.

What does it mean that the FBK insider is a more than 10% owner?

Being a more than 10% owner of FB Financial Corp means the reporting person is considered a significant shareholder under SEC rules, which requires reporting transactions in the company’s equity securities on Form 4.

Was the large estate transaction in November 2025 part of this Form 4 sale?

No. A footnote explains that on November 14, 2025 the Estate of James W. Ayers sold 3,880,000 shares of FB Financial Corp common stock in a transaction exempt from Form 4 reporting under Rule 16a-2(d)(1). That prior sale is separate from the 8,500-share sale reported on January 15, 2026.