UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
Share Purchase Agreement
On November 14, 2025, FB Financial Corporation (the “Company”) entered into a share purchase agreement with the Estate of James W. Ayers (the “Selling Shareholder”) and certain institutional investors (the “Purchasers”) pursuant to which the Selling Shareholder agreed to sell to the Purchasers, and the Purchasers agreed to purchase from the Selling Shareholder, in a registered direct offering, 2,162,052 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), at a purchase price of $51.50 per share (the “Purchase Price”) (such sale, the “Offering”).
The Offering was made pursuant to that certain Registration Statement on Form S-3ASR (File No. 333-291507), filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2025, including the prospectus contained therein and the prospectus supplement dated November 14, 2025, filed with the SEC on November 14, 2025.
Share Repurchase Agreement
Additionally, on November 14, 2025, the Company entered into a share repurchase agreement with the Selling Shareholder pursuant to which the Selling Shareholder agreed to sell to the Company, and the Company agreed to purchase from the Selling Shareholder, 1,717,948 shares of Common Stock at the Purchase Price (the “Repurchase”). The Repurchase is being conducted under the share repurchase authorization previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2025. The Offering is not conditioned upon the Repurchase.
The closings of the Offering and the Repurchase are expected to occur on November 17, 2025, subject to the satisfaction of customary closing conditions. The Company is not selling any of the shares described in the Offering and accordingly will not receive any net proceeds from the Offering. The Company will pay, and reimburse the Selling Shareholder for the payment of, the reasonable fees and disbursements of one counsel selected by the Selling Shareholder that are incurred in connection with the Offering.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| 5.1 | Opinion of Alston & Bird LLP. |
| 99.1 | Form of Share Purchase Agreement by and among FB Financial Corporation, the Estate of James W. Ayers and certain institutional investors. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FB FINANCIAL CORPORATION | ||
| By: | /s/ Michael M. Mettee | |
| Michael M. Mettee | ||
| Chief Financial Officer and Chief Operating Officer | ||
Date: November 14, 2025