[POS AM] Southern States Bancshares, Inc. Common SEC Filing

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $10 million of Autocallable Phoenix Securities linked to Thermo Fisher Scientific Inc. (TMO) common stock. Each $1,000 note may pay a contingent monthly coupon of 1.4667% (≈17.60% annualised) if, on the relevant valuation date, TMO closes at or above the coupon barrier of 85% of the initial share price ($347.038).

• Automatic early redemption: If TMO ≥ initial share price ($408.28) on any of the 11 interim dates, investors receive $1,000 plus the current coupon (including any previously missed payments) and the note terminates.
• Downside risk: If not redeemed and TMO closes below the final barrier (also 85% of initial price) on 30 Jun 2026, principal is reduced by 117.647% of the decline beyond the 15% buffer, exposing investors to losses up to 100%.
• No upside participation: Investors do not benefit from TMO price appreciation beyond coupons and forgo dividends.
• Pricing & liquidity: Issue price is $1,000; estimated value is $992.70. Notes are unlisted; secondary market, if any, will be made solely by CGMI at its discretion.
• Credit & structural risks: Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Complex tax treatment remains uncertain; withholding of 30% may apply to non-U.S. holders.

The product targets yield-seeking investors who can tolerate equity-linked downside, limited liquidity and issuer credit risk in exchange for potentially high coupons and an early redemption feature.

Positive

• High potential income: 1.4667% monthly (≈17.6% annualised) contingent coupon exceeds conventional Citi debt of similar maturity.
• 15% downside buffer: Partial protection against moderate declines in TMO before principal is impaired.
• Early redemption feature: Can lock in coupons and principal in as little as one month if TMO trades at or above the strike.
• Low underwriting fee: 0.10% fee lowers embedded costs relative to many retail structured notes.
• Parent guarantee: Payments are fully and unconditionally guaranteed by Citigroup Inc., adding an additional credit layer.

Negative

• No upside participation: Investors forgo all appreciation in TMO beyond fixed coupons.
• Magnified downside after buffer: Losses exceed underlying decline once 15% threshold is breached (117.647% participation).
• Contingent coupons: Income stops whenever TMO closes below 85% barrier; missed coupons may never be recovered.
• Early call reinvestment risk: Automatic redemption limits maximum coupon accrual and may occur during low-rate periods.
• Illiquidity: Unlisted security; secondary market solely at CGMI’s discretion and likely at a discount.
• Estimated value below issue price: $992.70 vs $1,000 highlights embedded costs and negative carry at inception.
• Complex tax treatment: Uncertain IRS classification; potential 30% withholding for non-U.S. holders.
• Issuer/guarantor credit exposure: Principal and coupons subject to Citi credit risk, unlike direct equity ownership.

Insights

Structured Products Analyst

TL;DR – High coupons offset by contingent nature, magnified downside past 15% buffer and no upside; neutral risk-reward.

The note offers headline coupons of 17.6% p.a. and a 15% buffer, attractive in today’s rate environment. However, coupons stop whenever TMO trades below the 85% barrier, and missed payments only accrue if the barrier is later breached on the upside. Downside is leveraged 1.176× once the buffer is pierced, meaning a 30% decline in TMO cuts principal by ~35.3%. Investors sacrifice all price appreciation beyond coupon receipts and face early-call reinvestment risk. The $992.70 estimated value implies a 0.73% issue premium after accounting for a modest $1 (0.1%) underwriting fee. Illiquidity and credit exposure to Citi further temper appeal. Overall the structure suits tactical income investors with a stable-to-moderately-bullish view on TMO over the next 12 months but is inappropriate for buy-and-hold equity participants.

Portfolio Manager – Multi-Asset

TL;DR – Adds yield but low notional ($10 m) and callable nature make it immaterial for Citi; risky for retail allocators.

From an issuer standpoint, the $10 million tranche is de minimis funding that marginally diversifies Citi’s liability mix. For portfolio construction, the note behaves like short put exposure on TMO with capped income. Correlation to core fixed income is low, but downside aligns with equity beta, eroding diversification benefits. The call schedule heavily skews outcomes toward early redemption, creating reinvestment drag in stable-to-rising equity scenarios. Given TMO’s realised 30-day volatility (~23%) and an 85% barrier, Monte-Carlo scenarios suggest ~45-50% probability of zero principal loss but only ~18-20% probability of collecting full coupon stream. Thus, risk-adjusted expected return is modest. Liquidity constraints and adverse tax positioning further limit institutional appetite.

As filed with the Securities and Exchange Commission on July 2, 2025

Registration Nos. 333-267772       

333-269180    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-267772

POST EFFECTIVE AMENDMENT NO. 1 to REGISTRATION STATEMENT NO. 333-269180

UNDER

THE SECURITIES ACT OF 1933

Southern States Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Alabama			26-2518085
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

615 Quintard Ave.

Anniston, AL 36201

(256) 241-1092

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher T. Holmes

President and Chief Executive Officer

FB Financial Corporation

As successor by merger to Southern States Bancshares, Inc.

1221 Broadway, Suite 1300

Nashville, Tennessee 37203

(615) 564-1212

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark C. Kanaly

William W. Hooper

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street NE

Atlanta, Georgia 30305

(404) 881-7000

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to each of the following Registration Statements on Form S-3 (each, a “Registration Statement” and collectively, the “Registration Statements”), filed with the Securities and Exchange Commission by Southern States Bancshares, Inc. (the “Registrant”):

•Registration Statement on Form S-3, File No. 333-267772, filed on October 7, 2022, registering the issuance from time to time of up to $150,000,000 of common stock, preferred stock, depositary shares, debt securities, warrants and units of the Registrant; and

•Registration Statement on Form S-3, File No. 333-269180, filed on January 11, 2023, registering the issuance of up to 250,000 shares of common stock, par value $5.00 per share, pursuant to the Registrant’s Dividend Reinvestment and Common Stock Purchase Plan.

On July 2, 2025, pursuant to the Agreement and Plan of Merger, dated as of March 31, 2025, by and between the Registrant and FB Financial Corporation, the Registrant merged with and into FB Financial Corporation, with FB Financial Corporation as the surviving corporation (the “Merger”).

In connection with the Merger, the Registrant is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, the Registrant hereby amends each Registration Statement by deregistering all shares that remain unsold or unissued under such Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southern States Bancshares, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to each of the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, State of Tennessee, on July 2, 2025.

FB FINANCIAL CORPORATION

as successor-in-interest to Southern States Bancshares, Inc.

By: /s/ Michael M. Mettee

Name: Michael M. Mettee

Title: Chief Financial Officer (Principal Financial Officer)

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 in reliance upon Rule 478 of the Securities Act.

FAQ

What coupon rate do Citigroup’s Autocallable Phoenix Securities (C) pay?

They offer a 1.4667% monthly contingent coupon, equal to ≈17.6% annualised, payable only if TMO closes at or above the 85% barrier on each valuation date.

When can the Citigroup note be automatically redeemed?

If on any interim valuation date TMO’s closing price is ≥ $408.28 (initial share price), investors receive $1,000 plus coupon and the note terminates early.

How much principal protection does the note provide?

There is a 15% buffer; below that, losses are magnified at ~117.647% of the decline, so investors can lose their entire investment.

Is the security listed on an exchange?

No. The notes are not exchange-listed; liquidity relies on CGMI making a secondary market, which it may discontinue at any time.

Why is the estimated value ($992.70) lower than the $1,000 issue price?

The difference reflects structuring, hedging and funding costs embedded in the product; it indicates an initial 0.73% premium over economic value.

What are the main tax considerations for U.S. investors?

Citigroup intends to treat the note as a prepaid forward contract with taxable coupon income; treatment is uncertain and could change. Consult a tax adviser.

Do investors receive Thermo Fisher (TMO) dividends during the term?

No. Holders of the notes do not receive dividends or voting rights associated with TMO shares.