[S-3/A] Southern States Bancshares, Inc. Common Amended Shelf Registration Statement

Rhea-AI Filing Summary

Royal Bank of Canada (RY) has filed a preliminary pricing supplement (Form 424B2) for a new debt issuance: Redeemable Fixed-Rate Notes due July 18 2028. The senior unsecured notes will accrue 4.45% fixed interest, paid semi-annually every 18 January and 18 July, starting 18 January 2026. Minimum denomination is $1,000.

Issuer call option: RBC may redeem the entire issue on any interest payment date beginning 18 July 2026 with 10 business-day notice, returning principal plus accrued interest. Investors, therefore, face reinvestment risk if market rates fall.

Credit & bail-in risk: The notes are senior unsecured, subject to the Canadian bail-in regime under the CDIC Act. In a resolution event, the notes can be converted into common shares or written down, potentially leaving holders with equity or no recovery.

Distribution & pricing: RBC Capital Markets (RBCCM) is sole underwriter, purchasing at 99.0–100.0% of par and re-offering to the public. Up to $10 per $1,000 selling concession may be shared with selected brokers, and fee-based or institutional accounts may buy as low as 99.0% of par.

Liquidity: The notes will not be listed; secondary trading will depend on RBCCM’s market-making, which it may discontinue at any time, implying potentially wide bid-ask spreads and limited liquidity.

Key risk disclosures stress early redemption, issuer creditworthiness, secondary-market illiquidity, embedded costs, conflicts of interest (RBCCM acts as calculation agent), and bail-in conversion exposure.

Positive

• Attractive 4.45% coupon from an AA-/Aa1 rated issuer may offer yield premium over similar high-grade callable bonds.
• Short 3-year final maturity limits duration exposure amid potential interest-rate volatility.

Negative

• Issuer call option from July 2026 creates reinvestment risk and effectively shortens expected tenor.
• Subject to Canadian bail-in conversion, exposing holders to potential equity conversion/write-down during resolution.
• No exchange listing; secondary liquidity relies solely on RBCCM’s discretionary market-making.
• Conflict of interest as RBCCM acts as both underwriter and calculation agent.

Insights

Fixed-Income Analyst

TL;DR: Callable 3-year RBC notes at 4.45%; credit strong but bail-in and liquidity risks temper appeal.

This issue offers a modest pickup over Government of Canada and high-grade U.S. bank comparables of similar tenor (≈4.0% area), reflecting callability and bail-in conversion. RBC’s AA-/Aa1 ratings support principal safety under normal conditions, yet the CDIC bail-in framework subordinates investors to potential equity conversion in stress. The 2026 first-call effectively shortens duration to one year, aligning yield more with callable agency bonds. Investors seeking predictable income must factor reinvestment risk; those requiring liquidity should note OTC market-making only. Overall, the structure suits buy-and-hold investors comfortable with Canadian systemic bank risk.

Bank Regulatory Risk Specialist

TL;DR: Bail-in language makes these notes loss-absorbing; traditional senior status is not assured.

Under Canada’s bail-in regime, the CDIC can trigger a conversion of these notes into common equity, or write them down, before depositors or other unsecured creditors absorb losses. While this aligns with global TLAC standards, it elevates tail risk for U.S. investors unfamiliar with the framework. The prospectus clearly binds holders to Ontario jurisdiction and waives conventional contractual defenses. Compared with U.S. senior unsecured bank debt, this additional statutory risk explains the premium spread. From a regulatory capital view, RBC boosts its total loss-absorbing capacity, supporting systemic resilience, but investors must price the remote yet severe downside appropriately.

As filed with the Securities and Exchange Commission on July 1, 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 1, 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 1, 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 is the coupon rate on Royal Bank of Canada’s new 2028 notes?

The notes pay 4.45% fixed interest, compounded on a 30/360 day-count basis.

When can RBC call the 4.45% notes (symbol RY)?

RBC may redeem the notes in whole on 18 July 2026 and on every subsequent semi-annual interest date with 10 business-day notice.

Are the RBC 2028 fixed-rate notes covered by deposit insurance?

No. They are not insured by the Canada Deposit Insurance Corporation or the FDIC.

How are the notes affected by Canada’s bail-in rules?

Under CDIC Act subsection 39.2(2.3), the notes can be converted to RBC common shares or written off during a resolution event.

Will the new RBC notes trade on an exchange?

No listing is planned; trading, if any, will occur over-the-counter through RBCCM’s market-making activities.

What denominations are available for purchase?

The minimum investment is $1,000, with increments of $1,000 thereafter.