X0306 4 2020-08-15 1 0001407067 Franklin Financial Network Inc. FSB 0001637517 Moss Lee M. 722 COLUMBIA AVENUE FRANKLIN TN 37064 0 1 0 0 President Common Stock 2020-08-15 4 D 0 68317 D 0 D Common Stock 2020-08-15 4 D 0 4405 D 0 D Common Stock 2020-08-15 4 D 0 1984 D 0 I By 401(k) Employee Stock Option (right to buy) 20.69 2020-08-15 4 D 0 4334 D 2025-04-30 Common Stock 4334 0 D Employee Stock Option (right to buy) 27.00 2020-08-15 4 D 0 7776 D 2026-04-01 Common Stock 7776 0 D Employee Stock Option (right to buy) 37.35 2020-08-15 4 D 0 6560 D 2027-04-14 Common Stock 6560 0 D Employee Stock Option (right to buy) 32.95 2020-08-15 4 D 0 6614 D 2028-04-16 Common Stock 6614 0 D Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Issuer, FB Financial Corporation ("FB Financial"), and Paisley Acquisition Corporation, in exchange for the right to receive for each share of common stock, restricted stock, or restricted stock unit (1) 0.9650 shares of common stock, par value $1.00 per share, of FB Financial ("FB Financial Common Stock"), having a market value of $29.52 per share as of the close of trading on August 14, 2020, the last trading day prior to the effective time of the merger (the "Effective Time"), and (2) $2.00 in cash (collectively, the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units ("RSUs"), which provided for vesting in equal, one-third increments on January 16, 2021, January 16, 2022, and January 16, 2023, were converted into an RSU award in respect of a number of shares of FB Financial Common Stock equal to the product of (a) the total number of shares of Issuer common stock underlying the RSU award multiplied by (ii) 1.0336, all on the same terms and conditions as applied to the corresponding Issuer RSU award. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on April 30, 2016, was converted into the right to receive the Merger Consideration in respect of each "Net Share," defined as the number of shares determined by dividing (a) the product of (1) the excess, if any, of $30.13 over the per share exercise price of the option multiplied by (2) the number of shares underlying the option, by (b) $30.13. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on April 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on April 14, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on April 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share. /s/ Mandy Garland, Attorney-in-Fact 2020-08-18