FB Financial holder updates 13.7% ownership stake

Estate of James W. Ayers filed Amendment No. 3 to its Schedule 13D on FB Financial Corporation, updating how its holdings are controlled and allocated.

Rhea-AI Filing Summary

Estate of James W. Ayers filed Amendment No. 3 to its Schedule 13D on FB Financial Corporation, updating how its holdings are controlled and allocated. The Estate had sole voting control over 7,051,841 shares of common stock, representing 13.7% of FB Financial’s outstanding shares as of March 31, 2026.

On April 17, 23, and 24, 2026, the Estate distributed a total of 7,051,841 shares of FB Financial common stock, without consideration, to estate beneficiaries. Because these distributions occurred after the March 27, 2026 record date, the reporting persons retain voting control over these shares through the 2026 Annual Meeting of Shareholders on May 21, 2026.

Key Figures

Estate beneficial ownership: 7,051,841 shares Ownership percentage: 13.7% Distribution on April 17, 2026: 2,250,000 shares +5 more

8 metrics

Estate beneficial ownership 7,051,841 shares FB Financial common stock, beneficially owned by Estate; 13.7% of outstanding

Ownership percentage 13.7% Percent of FB Financial common stock based on shares outstanding as of March 31, 2026

Distribution on April 17, 2026 2,250,000 shares Shares of FB Financial common stock distributed without consideration to a beneficiary

Distribution on April 23, 2026 2,400,921 shares Shares of FB Financial common stock distributed without consideration to a beneficiary

Distribution on April 24, 2026 2,400,920 shares Shares of FB Financial common stock distributed without consideration to a beneficiary

Record date for voting March 27, 2026 Record date for FB Financial’s 2026 Annual Meeting of Shareholders

Annual meeting date May 21, 2026 FB Financial 2026 Annual Meeting of Shareholders; voting control retained until conclusion

Shares with sole voting power (Estate) 7,051,841 shares Common stock over which the Estate has sole voting power

Key Terms

beneficially owned, sole voting power, dispositive power, Schedule 13D, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 7,051,841.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 7,051,841.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Annual Meeting of Shareholders financial

"Issuer's 2026 Annual Meeting of Shareholders to be held on May 21, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

without consideration financial

"the Estate distributed 2,250,000 shares of Common Stock, without consideration, to a beneficiary of the Estate"

Action described as "without consideration" means a transfer, issue, or agreement where one party gives something of value and receives no payment or other legal benefit in return—essentially a gift or gratuitous transfer. For investors, it matters because such transactions can change ownership stakes, dilute existing holders, affect reported assets or liabilities, and trigger legal or tax rules; think of it like someone handing out free shares or assets instead of selling them.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does FB Financial Corporation (FBK) Amendment No. 3 to Schedule 13D report?

Amendment No. 3 updates how the Estate of James W. Ayers and its co-executors hold and control FB Financial (FBK) shares. It details voting power, dispositive power, and recent share distributions to estate beneficiaries without consideration in April 2026.

How many FB Financial (FBK) shares are beneficially owned according to this Schedule 13D/A?

The filing reports beneficial ownership of 7,051,841 shares of FB Financial (FBK) common stock by the Estate, representing 13.7% of the outstanding shares, based on the issuer’s shares outstanding as of March 31, 2026 disclosed in its April 13, 2026 earnings release.

What share distributions from the Estate of James W. Ayers are disclosed for FB Financial (FBK)?

The Estate distributed FB Financial (FBK) shares without consideration to a beneficiary on three dates: 2,250,000 shares on April 17, 2026, 2,400,921 shares on April 23, 2026, and 2,400,920 shares on April 24, 2026, totaling 7,051,841 shares.

Why do the reporting persons retain voting control of certain FB Financial (FBK) shares?

They retain voting control because the shares were disposed of after March 27, 2026, the record date for FB Financial’s 2026 Annual Meeting. As a result, the reporting persons may vote these shares at the May 21, 2026 meeting, with that control ending afterward.

What individual holdings in FB Financial (FBK) are reported for James Jonathan Ayers?

James Jonathan Ayers has sole voting and dispositive power over 17,692 shares of FB Financial (FBK) common stock. He also shares voting control over the Estate’s 7,051,841 shares solely in his capacity as a co-executor of the Estate of James W. Ayers.

What individual holdings in FB Financial (FBK) are reported for James Austin McPherson?

James Austin McPherson has sole voting and dispositive power over 11,584 shares of FB Financial (FBK) common stock. In addition, he shares voting control over the Estate’s 7,051,841 shares solely in his capacity as a co-executor of the Estate of James W. Ayers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 05:27 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

FB Financial Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

30257X104

(CUSIP Number)

Estate of James W. Ayers
c/o James Jonathan Ayers, 450 Tennessee Ave, Suite 101
Parsons, TN, 38363
615-866-5434

James Jonathan Ayers
Co-Executor Estate of James W. Ayers, 450 Tennessee Avenue, Suite 101
Parsons, TN, 38363
615-866-5434

James Austin McPherson
Co-Executor Estate of James W. Ayers, 6 N. Gill Street
Hazelhurst, GA, 31539
615-866-5434

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 30257X104

1

Name of reporting person

Estate of James W. Ayers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,051,841.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,051,841.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage of the Issuer's outstanding shares of Common Stock, par value $1.00 per share ("Common Stock") represented by the aggregate number of shares of Common Stock reported as beneficially owned by the reporting persons (the "Reporting Persons") in this Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. See Item 5. This Amendment No. 3 amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on May 9, 2025, as amended by Amendment No. 1 filed on November 18, 2025 and Amendment No. 2 filed on April 21, 2025 (as amended, the "Schedule 13D"), relating to the Reporting Persons' ownership of the Common Stock.

SCHEDULE 13D

CUSIP Number(s): 30257X104

1

Name of reporting person

Ayers J. Jonathan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,692.00
8	Shared Voting Power 7,069,533.00
9	Sole Dispositive Power 17,692.00
10	Shared Dispositive Power 17,692.00

11

Aggregate amount beneficially owned by each reporting person

7,069,533.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage of outstanding Common Stock represented by the aggregate number of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Amendment No. 3 is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026.

SCHEDULE 13D

CUSIP Number(s): 30257X104

1

Name of reporting person

James Austin McPherson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,584.00
8	Shared Voting Power 7,063,425.00
9	Sole Dispositive Power 11,584.00
10	Shared Dispositive Power 11,584.00

11

Aggregate amount beneficially owned by each reporting person

7,063,425.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage of outstanding Common Stock represented by the aggregate number of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Amendment No. 3 is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: FB Financial Corporation
(c)	Address of Issuer's Principal Executive Offices: 1221 Broadway, Suite 1300, Nashville, TENNESSEE , 37203.
Item 1 Comment: This Amendment No. 3 relates to the Common Stock, and amends and supplements the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. There are no changes to the Schedule 13D except as set forth in this Amendment No. 3.
Item 5.	Interest in Securities of the Issuer
(b)	Item 5(b) - (c) of the Schedule 13D are hereby amended and restated in their entirety as follows: The Estate has sole voting control over 7,051,841 shares of Common Stock reported in this Statement, and each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, shares voting control over these shares. The Reporting Persons retain voting control over these shares for the purposes of Issuer's 2026 Annual Meeting of Shareholders to be held on May 21, 2026 (the "Annual Meeting") due to the fact that the shares were disposed of as described in Item 5(c) below after March 27, 2026, the record date for the Annual Meeting, but such voting control will be extinguished at the conclusion of the Annual Meeting. James Jonathan Ayers has sole voting and dispositive power over a further 17,692 shares of Common Stock reported in this Statement and James Austin McPherson has sole voting and dispositive power over a further 11,584 shares of Common Stock reported in this Statement.
(c)	On April 17, 2026, the Estate distributed 2,250,000 shares of Common Stock, without consideration, to a beneficiary of the Estate. On April 23, 2026, the Estate distributed 2,400,921 shares of Common Stock, without consideration, to a beneficiary of the Estate. On April 24, 2026, the Estate distributed 2,400,920 shares of Common Stock, without consideration, to a beneficiary of the Estate.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Estate of James W. Ayers

Signature:	/s/ James Jonathan Ayers
Name/Title:	James Jonathan Ayers, Co-Executor
Date:	04/27/2026

Ayers J. Jonathan

Signature:	/s/ James Jonathan Ayers
Name/Title:	James Jonathan Ayers
Date:	04/27/2026

James Austin McPherson

Signature:	/s/ James Austin McPherson
Name/Title:	James Austin McPherson
Date:	04/27/2026