FB Financial (NYSE: FBK) CEO reports stock awards and tax withholding

Rhea-AI Filing Summary

FB Financial Corp President and CEO Christopher T. Holmes reported multiple equity transactions in common stock. On February 25, 2026, he acquired 41,970 shares at $0.00 per share upon vesting of performance stock units and an additional 11,345 shares as restricted stock units granted for 2025 performance.

On the same date, 13,996 shares were disposed of at $58.18 per share to satisfy tax liabilities associated with the vesting of performance stock units. After these direct transactions, Holmes directly owned 147,754 shares of FB Financial common stock.

He also reported indirect holdings of 33,653 shares held in the Susan P. Holmes Revocable Living Trust and 327,775 shares held in the Susan Panni Holmes 2020 GST-Exempt Family Trust, both for the benefit of Holmes and his spouse as beneficiaries and co-trustees. Some trust-held shares were previously omitted from an earlier Form 4.

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

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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^*

Holmes Christopher T

(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)

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

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		41,970	A	$0	150,405	D
Common Stock(2)	02/25/2026		F		13,996	D	$58.18	136,409	D
Common Stock(3)	02/25/2026		A		11,345	A	$0	147,754	D
Common Stock								33,653	I	Held by Susan P. Holmes Revocable Living Trust(4)
Common Stock								327,775	I	Susan Panni Holmes 2020 GST-Exempt Family Trust(5)

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.

4. These shares are held in a revocable trust for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the revocable trust. These shares were inadvertently omitted from the reporting person's prior Form 4 filing.

5. These shares are held in a GST-exempt trust for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the GST-exempt trust.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did FBK CEO Christopher Holmes report on February 25, 2026?

Christopher Holmes reported stock awards and a tax-related share disposition on February 25, 2026. He received 41,970 shares from vested performance units, 11,345 restricted stock units, and had 13,996 shares withheld at $58.18 each to cover tax liabilities tied to the vesting.

How many FBK shares did CEO Christopher Holmes acquire through awards in this Form 4?

Christopher Holmes acquired 53,315 FBK shares through awards in this filing. This included 41,970 shares issued upon vesting of performance stock units and 11,345 restricted stock units granted for his 2025 performance under the company’s 2016 Incentive Plan.

Why were 13,996 FBK shares disposed of in Christopher Holmes’ Form 4?

The 13,996 FBK shares were withheld to pay tax liabilities from vesting performance stock units. This disposition, priced at $58.18 per share, reflects a tax-withholding mechanism rather than an open-market sale, settling obligations tied to the newly vested equity awards.

What is Christopher Holmes’ direct FBK share ownership after these transactions?

After the reported transactions, Christopher Holmes directly owns 147,754 FBK common shares. This figure reflects the net result of performance unit vesting, new restricted stock unit grants, and shares withheld to cover tax liabilities associated with the vesting event on February 25, 2026.

What indirect FBK share holdings are reported for trusts associated with Christopher Holmes?

Two trusts associated with Christopher Holmes report indirect FBK holdings. The Susan P. Holmes Revocable Living Trust holds 33,653 shares, and the Susan Panni Holmes 2020 GST-Exempt Family Trust holds 327,775 shares. Both trusts list Holmes and his spouse as beneficiaries and co-trustees.

Were any previously unreported FBK shares disclosed in this Christopher Holmes Form 4?

Yes. The filing notes some shares in the revocable trust were previously omitted from an earlier Form 4. Those shares are held in a revocable trust for the benefit of Christopher Holmes and his spouse, where they act as both beneficiaries and co-trustees.