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FB Financial Corporation is holding its 2026 annual shareholder meeting on May 21, 2026 at its Nashville headquarters. Shareholders of record on March 27, 2026 can vote on electing 13 directors, approving a new 2026 incentive plan, amending the employee stock purchase plan, and a non-binding say‑on‑pay vote.
Investors are also asked to approve charter amendments eliminating supermajority voting standards and to ratify Crowe LLP as independent auditor for 2026. The board highlights independent leadership, active risk oversight, cyber security governance, and pay practices that tie a substantial portion of executive compensation to adjusted EPS and long‑term performance.
FB Financial Corp Chief Risk Officer Aimee T. Hamilton had 761 shares of common stock withheld on April 1, 2026 to cover taxes on previously granted restricted stock units that vested on that date. This was reported as a tax-withholding disposition, not an open-market trade.
Following this withholding, Hamilton directly holds 15,067 shares of FB Financial Corp common stock, so the event represents a small, routine adjustment related to equity compensation rather than a discretionary purchase or sale.
FB Financial Corp reported a routine insider transaction by its Chief Human Resources Officer, Mark Hickman. On April 1, 2026, restricted stock units previously granted to him vested, and the company withheld 401 shares of common stock at $52.63 per share to cover tax obligations. After this tax-withholding disposition, Hickman directly holds 17,951 shares of FB Financial common stock. This was a compensation-related event, not an open-market purchase or sale.
FB Financial Corp President and CEO Christopher T. Holmes reported a compensation-related stock event. As previously granted restricted stock units vested on April 1, 2026, the issuer withheld 6,518 shares of common stock at $52.63 per share to cover tax obligations.
Following this tax-withholding disposition, Holmes directly holds 141,236 common shares. He also has indirect interests in 33,653 shares held by the Susan P. Holmes Revocable Living Trust and 327,775 shares held by the Susan Panni Holmes 2020 GST-Exempt Family Trust, where he and his spouse serve as beneficiaries and co-trustees.
FB Financial Corp General Counsel and Corporate Secretary Beth W. Sims reported a routine tax-related share disposition tied to previously granted restricted stock units. On April 1, 2026, a portion of these units vested and the company withheld 695 shares of Common Stock to cover tax obligations.
This was recorded at a value of $52.63 per share and is classified as a tax-withholding disposition, not an open-market sale or purchase. Following this withholding, Sims directly holds 27,169 shares of FB Financial Corp common stock.
FB Financial Corp Chief Business & Operations Officer Scott J. Tansil reported a routine tax-withholding transaction related to vested equity awards. On April 1, 2026, the issuer withheld 485 shares of Common Stock at $52.63 per share to cover tax obligations from previously granted restricted stock units that partially vested.
After this non‑open‑market disposition, Tansil directly holds 12,930 shares of FB Financial Corp common stock. The transaction reflects compensation-related tax handling rather than an elective market sale or purchase.
FB Financial Corp CFO & COO Michael M. Mettee reported a tax-related share disposition tied to equity compensation. On April 1, 2026, the issuer withheld 1,938 shares of common stock at $52.63 per share to cover taxes on vested restricted stock units. After this non‑market transaction, Mettee held 49,721 common shares directly and 1,406.8038 shares indirectly through a 401(k) plan.
FB Financial Corp receives an amended Schedule 13G filing showing The Vanguard Group reports 0 shares of Common Stock, representing 0% of the class as disclosed. The filing notes an internal realignment effective January 12, 2026 and is signed on 03/26/2026.
FB Financial Corporation invites shareholders to its 2026 annual meeting on May 21, 2026 at 1:00 p.m. Central Time at company headquarters. The meeting will vote on the election of 13 directors, approval of the 2026 Incentive Plan, an amendment to the Employee Stock Purchase Plan, a non-binding advisory vote on executive compensation, proposed charter amendments to eliminate supermajority voting, ratification of Crowe LLP as auditor, and other routine matters.
Proxy materials (including the proxy statement and the 2025 annual report) will be furnished by internet on or about April [-], 2026. Shares outstanding were 51,843,579 as of March 2, 2026. The proxy describes governance, risk oversight, compensation practices, related‑party transactions (including a 2025 repurchase of 1,717,948 shares at $51.50 per share), and certain 2025 performance highlights.