Southern States Bancshares Insider Share Conversion Detailed in Form 4

Rhea-AI Filing Summary

Southern States Bancshares, Inc. (SSBK) filed a Form 4 disclosing that director Richard E. Drews Jr. disposed of his entire SSBK position on 1 July 2025. The disposal was not an open-market sale; it reflects the closing of SSBK’s previously announced merger with FB Financial Corp. (FBK). At the effective time of the merger, each SSBK share automatically converted into the right to receive 0.8 share of FBK common stock, with cash for fractional shares. Drews’ holdings converted as follows:

• 25,524 shares held directly converted into FBK stock.
• 775 shares held indirectly through a granddaughter converted on the same terms.

No cash sale price is listed because consideration was delivered in FBK shares; the filing cites $45.30 as FBK’s closing price on 30 June 2025, the last trading day before closing. Following the transaction, Drews reports zero SSBK shares, confirming that SSBK equity has been fully extinguished. This filing is largely administrative, documenting insider ownership changes driven by a corporate action already disclosed to the market.

Insights

Securities Analyst

TL;DR: Insider Form 4 simply records automatic share conversion tied to the SSBK-FBK merger; no incremental valuation signal.

The filing formalises the exchange of SSBK shares into FBK stock at the agreed 0.8 ratio. Because the event was announced earlier and approved by shareholders, today’s disclosure does not alter the investment thesis for FBK or the now-defunct SSBK. Investors should treat it as compliance with Section 16 reporting rules rather than a directional trade. The lack of a sale price and the zero balance reinforce that SSBK shares have ceased trading. Impact on FBK float is already embedded in pro-forma merger calculations, so market reaction should be negligible.

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

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X

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^*

Drews Richard E. Jr.

(Last) (First) (Middle)

615 QUINTARD AVE

(Street)

ANNISTON AL 36201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Southern States Bancshares, Inc. [ SSBK ]

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, par value $5.00 per share	07/01/2025		D		25,524	D	(1)	0	D
Common Stock, par value $5.00 per share	07/01/2025		D		775	D	(1)	0	I	By granddaughter

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. Disposed of in connection with the merger of Southern States Bancshares, Inc. (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 FBK's stock was $45.30 per share.

Remarks:

	/s/ Richard E. Drews Jr., by Jeff Shanks 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

What transaction did SSBK director Richard E. Drews Jr. report?

He reported the disposition of all SSBK shares due to their conversion into FBK shares upon merger completion on 1 July 2025.

What is the exchange ratio for SSBK shareholders in the FBK merger?

Each SSBK share converts into 0.8 share of FBK common stock, with cash paid for fractional shares.

How many SSBK shares were converted by the director?

Drews converted 25,524 directly held shares and 775 indirectly held shares.

What was the closing price of FBK stock used as reference?

The filing cites FBK’s $45.30 closing price on 30 June 2025, the last trading day before the merger’s effective time.

Does the Form 4 indicate any remaining SSBK ownership?

No. After the conversion, Drews reports zero SSBK shares, indicating complete extinguishment of the security.