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.
Positive
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Negative
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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.
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.
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.
