[Form 4] FB Financial Corporation Insider Trading Activity

Rhea-AI Filing Summary

FB Financial Corp. (FBK) – Insider Form 4 filing dated July 1, 2025

Director J. Henry Smith IV reported the acquisition of 42,180 common shares held directly and 584 shares held indirectly for the benefit of his children. The shares were not purchased on the open market; they were issued in exchange for Smith’s holdings of Southern States Bancshares, Inc. (SSBK) as part of the SSBK-FBK merger that became effective on July 1, 2025. Under the merger agreement, each SSBK share converted into 0.8 share of FBK common stock, with cash paid for fractional shares. The filing confirms Smith’s post-merger beneficial ownership of 42,180 direct and 584 indirect shares. No derivative securities or sales were reported.

Positive

• Merger completion confirmed; share conversion evidences that the SSBK–FBK transaction closed on July 1, 2025.
• Increased insider ownership: Director now holds 42,764 FBK shares, enhancing shareholder–management alignment.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received 42.8k FBK shares via merger conversion; no open-market buying or selling.

The Form 4 shows a mechanical share issuance tied to the closing of the SSBK acquisition. Because the shares were acquired through the fixed 0.8× exchange ratio, the transaction does not signal an active vote of confidence or concern—it merely aligns the director’s equity with the combined entity. Nevertheless, the disclosure confirms that the merger closed on schedule and adds a sizable insider stake, which can improve governance alignment. No price was reported and no derivatives were involved, so dilution and cash impact are immaterial. Overall effect: neutral to mildly positive for investors seeking confirmation of deal completion.

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
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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^*

Smith J. Henry IV

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		42,180	A	(1)	42,180	D
Common Stock	07/01/2025		A		584	A	(1)	584	I	By children

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. Received in exchange for shares of Southern States Bancshares, Inc. (SSBK) common stock in connection with the merger of SSBK with and into FB Financial Corp. (FBK) effective July 1, 2025 (the Merger). At the effective time of the Merger (the Effective Time), each outstanding share of SSBK's common stock converted into the right to receive 0.8 share of FBK's common stock, with cash payable in lieu of fractional shares. On June 30, 2025, the last trading day before the Effective Time, the closing price of SSBK's common stock was $36.37 per share and the closing price of FBK's common stock was $45.30 per share.

Remarks:

	/s/ Beth W. Sims, as Attorney-in-Fact	07/01/2025
	** 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

How many FBK shares did Director J. Henry Smith IV acquire?

42,180 shares directly and 584 shares indirectly through his children.

What was the transaction date disclosed in the Form 4 for FBK?

July 1, 2025.

Was the acquisition an open-market purchase?

No. The shares were issued in exchange for SSBK shares under the merger agreement.

What exchange ratio was applied in the SSBK–FBK merger?

Each SSBK share converted into 0.8 FBK share.

Does the filing report any derivative securities?

No derivative securities were acquired or disposed of.