Ayers estate updates FB Financial 13D after direct sale and buyback

Rhea-AI Filing Summary

FB Financial Corporation (FBK) received an updated ownership report from the Estate of James W. Ayers and its co-executors following significant share sales and a buyback. As of November 17, 2025, the Estate, James Jonathan Ayers and James Austin McPherson together beneficially own 7,089,617 shares of common stock, or 13.70% of the 51,744,534 shares outstanding. The Estate holds 7,051,841 shares with sole voting and dispositive power, while each co-executor also holds a small personal position.

On November 14, 2025, the Estate agreed to sell 2,162,052 shares in a registered direct offering to institutional investors at $51.50 per share, closing on November 17, 2025. On the same dates, the Estate also agreed to sell 1,717,948 shares back to FB Financial at $51.50 per share under a share repurchase agreement, which also closed on November 17, 2025. The filing also restates disclosure of a registration rights agreement benefiting the Estate and confirms no other arrangements affecting FB Financial’s securities.

Insights

Equity ownership and capital-structure analyst

Large insider estate trims FB Financial stake via direct sale and issuer buyback at $51.50.

The Estate of James W. Ayers, together with co-executors James Jonathan Ayers and James Austin McPherson, now reports beneficial ownership of 7,089,617 FB Financial common shares, or 13.70%, based on 51,744,534 shares outstanding as of November 17, 2025. Within that, the Estate directly holds 7,051,841 shares with sole voting and dispositive power, and each co-executor holds a relatively small separate stake.

The amendment reflects two coordinated transactions at $51.50 per share. First, the Estate sold 2,162,052 shares in a registered direct offering to institutional purchasers. Second, it sold 1,717,948 shares to FB Financial Corporation itself under a share repurchase agreement, reducing shares outstanding from 53,462,482 to 51,744,534 after the Repurchase. Both deals closed on November 17, 2025.

The filing also confirms that the Estate and co-executors continue to benefit from an existing registration rights agreement, which can facilitate future registered resales subject to its conditions. The co-executors disclaim beneficial ownership of certain shares held by the Estate and other entities, which clarifies individual versus estate-level exposure rather than changing aggregate control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

11/14/2025

(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).

SCHEDULE 13D

CUSIP No. 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 7,051,841.00
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)

13.63 %

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. 1 to Schedule 13D (this "Amendment No. 1") is based on the Issuer's outstanding shares as of November 12, 2025. See Item 5. This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on May 9, 2025 (the "Schedule 13D") relating to the Reporting Persons' ownership of the Common Stock.

SCHEDULE 13D

CUSIP No. 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 7,069,533.00

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)

13.66 %

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. 1 is based on the Issuer's outstanding shares as of November 12, 2025 (and after giving effect to the Repurchase (as defined below) that occurred on November 17, 2025). See Item 5.

SCHEDULE 13D

CUSIP No. 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 20,084.00
8	Shared Voting Power 7,071,925.00
9	Sole Dispositive Power 20,084.00
10	Shared Dispositive Power 7,071,925.00

11

Aggregate amount beneficially owned by each reporting person

7,071,925.00

12

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

13

Percent of class represented by amount in Row (11)

13.67 %

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. 1 is based on the Issuer's outstanding shares as of November 12, 2025 (and after giving effect to the Repurchase (as defined below) that occurred on November 17, 2025). See Item 5.

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. 1 relates to the Common Stock, and amends and supplements the initial statement on Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the original Schedule 13D. There are no changes to the original Schedule 13 except as set forth in this Amendment No. 1.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (c) of the Schedule 13D are each hereby amended and restated in their entirety as follows: The Estate of James W. Ayers, James Jonathan Ayers and James Austin McPherson in the aggregate beneficially own an aggregate of 7,089,617 shares of Common Stock, or 13.70%, of the shares of the Issuer's Common Stock issued and outstanding based on 51,744,534 shares of Common Stock issued and outstanding as of November 17, 2025, calculated by taking the 53,462,482 shares of Common Stock outstanding as disclosed in the Issuer's prospectus supplement dated November 14, 2025 as outstanding on November 12, 2025, and subtracting the 1,717,948 shares of Common Stock acquired by the Issuer in the Repurchase (as defined below). James Jonathan Ayers and James Austin McPherson each disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the Estate of James W. Ayers. James Austin McPherson also disclaims beneficial ownership of the shares of Common Stock owned by the McPherson Entities.
(b)	The Estate of James W. Ayers directly holds and has sole voting control and dispositive power over 7,051,841 shares of Common Stock reported in this Statement. Each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate of James W. Ayers, share voting control and dispositive control over these 7,051,841 shares of Common Stock. In addition, James Jonathan Ayers has sole voting and dispositive control over 17,692 shares of Common Stock reported in this Statement and James Austin McPherson has sole voting and dispositive control over 20,084 shares of Common Stock reported in this Statement
(c)	On November 14, 2025, the Estate of James W. Ayers entered into a share purchase agreement (the "Share Purchase Agreement") with the Issuer and certain institutional investors (the "Purchasers") pursuant to which the Estate of James W. Ayers agreed to sell to the Purchasers, and the Purchasers agreed to purchase from the Estate of James W. Ayers, in a registered direct offering, 2,162,052 shares of Common Stock at a purchase price of $51.50 per share. The transaction closed on November 17, 2025. The Share Purchase Agreement contains certain representations and covenants that survive the closing. Also on November 14, 2025, the Estate of James W. Ayers entered into a share repurchase agreement (the "Share Repurchase Agreement") with the Issuer pursuant to which the Estate of James W. Ayers agreed to sell to the Issuer, and the Issuer agreed to purchase from the Estate of James W. Ayers, 1,717,948 shares of Common Stock at a purchase price of $51.50 per share (the "Repurchase"). The Repurchase closed on November 17, 2025. The Share Repurchase Agreement contains certain representations and covenants that survive the closing.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: Registration Rights Agreement Prior to his death, James W. Ayers and the Issuer were a party to a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which, among other things, Mr. Ayers was entitled to certain demand and "piggy-back" registration rights, subject to certain minimum requirements and customary conditions. The Estate of James W. Ayers and the co-executors thereof in their capacity as such are entitled to the benefits of the Registration Rights Agreement. The Registration Rights Agreement is filed as Exhibit 1 to this Amendment No. 1 and is incorporated herein by reference. Share Purchase Agreement The information set forth in Item 5(c) above is incorporated herein by reference. The Share Purchase Agreement is filed as Exhibit 3 to this Amendment No. 1 and is incorporated herein by reference. Share Repurchase Agreement The information set forth in Item 5(c) above is incorporated herein by reference. The Share Repurchase Agreement is filed as Exhibit 4 to this Amendment No. 1 and is incorporated herein by reference. Other than as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Estate of James W. Ayers, James Jonathan Ayers and James Austin McPherson or between each of them and any other person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 1 Registration Rights Agreement, dated September 15, 2016, by and between FB Financial Corporation and James W. Ayers (incorporated by reference to Exhibit 4.1 to the Form 10-Q filed by the Issuer on November 14, 2016). Exhibit 2 Joint Filing Agreement among the Estate of James W. Ayers, James Jonathan Ayers and James Austin McPherson (incorporated by reference to Exhibit 2 to the Schedule 13D filed jointly by the Estate of James W. Ayers, James Jonathan Ayers and James Austin McPherson on May 9, 2025). Exhibit 3 Form of Share Purchase Agreement by and among FB Financial Corporation, the Estate of James W. Ayers and certain institutional investors (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by the Issuer on November 14, 2016). Exhibit 4 Form of Share Repurchase agreement by and between the Estate of James W. Ayers and FB Financial Corporation.

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:	11/18/2025

Ayers J. Jonathan

Signature:	/s/ James Jonathan Ayers
Name/Title:	James Jonathan Ayers
Date:	11/18/2025

James Austin McPherson

Signature:	/s/ James Austin McPherson
Name/Title:	James Austin McPherson
Date:	11/18/2025

FAQ

How many FB Financial (FBK) shares does the Ayers group now beneficially own?

The Estate of James W. Ayers, James Jonathan Ayers and James Austin McPherson together beneficially own 7,089,617 shares of FB Financial common stock, representing 13.70% of the 51,744,534 shares outstanding as of November 17, 2025.

What was the size and price of the registered direct offering involving FB Financial (FBK) shares?

On November 14, 2025, the Estate of James W. Ayers agreed to sell 2,162,052 shares of FB Financial common stock in a registered direct offering to institutional investors at a purchase price of $51.50 per share. The transaction closed on November 17, 2025.

How many FB Financial (FBK) shares did the company repurchase from the Ayers Estate and at what price?

Also on November 14, 2025, FB Financial entered into a share repurchase agreement with the Estate of James W. Ayers to buy back 1,717,948 shares of common stock at $51.50 per share. This repurchase closed on November 17, 2025.

What percentage of FB Financial (FBK) does the Ayers Estate itself directly control?

The Estate of James W. Ayers directly holds 7,051,841 shares of FB Financial common stock with sole voting and dispositive power. This forms the core of the 7,089,617 shares reported as beneficially owned in the aggregate by the Estate and its co-executors.

How did the FB Financial (FBK) share repurchase affect shares outstanding?

The filing states that FB Financial had 53,462,482 shares of common stock outstanding as of November 12, 2025, and after repurchasing 1,717,948 shares from the Estate of James W. Ayers on November 17, 2025, there were 51,744,534 shares outstanding.

Do the Ayers co-executors have any special registration rights for FB Financial (FBK) shares?

Yes. The Estate of James W. Ayers and its co-executors are entitled to the benefits of a Registration Rights Agreement originally entered into between FB Financial and Mr. Ayers, providing demand and "piggy-back" registration rights subject to minimum requirements and customary conditions.

Are there other agreements among the Ayers parties affecting FB Financial (FBK) securities?

Aside from the Registration Rights Agreement, the Share Purchase Agreement, and the Share Repurchase Agreement described in the filing, it states there are no other contracts, arrangements, understandings or relationships among the Estate, James Jonathan Ayers, James Austin McPherson, or others with respect to FB Financial securities.