Basis of Presentation

3 Months Ended

Mar. 31, 2025

Basis of presentation

Overview and presentation

FB Financial Corporation is a financial holding company headquartered in Nashville, Tennessee. The Company operates primarily through its wholly-owned subsidiary bank, FirstBank and its subsidiaries. As of March 31, 2025, the Bank had 77 full-service branches throughout Tennessee, Alabama, Kentucky and North Georgia, and provided commercial and consumer banking services to the Asheville, North Carolina market. The Bank also operates a mortgage business with office locations across the Southeast, which primarily originates loans to be sold to third party private investors or government sponsored agencies in the secondary market.

The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with U.S. GAAP interim reporting requirements and general banking industry guidelines, and therefore, do not include all information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K.

The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported results of operations for the reporting periods and the related disclosures. Although management’s estimates contemplate current conditions and how they are expected to change in the future, it is reasonably possible that actual conditions could vary from those anticipated, which could cause the Company’s financial condition and results of operations to vary significantly from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholders’ equity.

Recently announced acquisition

On March 31, 2025, the Company announced it has entered into an agreement and plan of merger (the “Merger Agreement”) for the acquisition of Southern States Bancshares, Inc., the parent company of Southern States Bank. As of March 31, 2025, Southern States had approximately $2,851,145 of total assets, $2,261,272 of total loans and $2,425,631 of deposits.

In connection with the Merger Agreement, Southern States will be merged into the Company and immediately following, Southern States Bank will merge into FirstBank. The Merger Agreement has been approved by the Board of Directors of each company. The transaction is subject to regulatory approvals, approval by the Company’s and Southern States’ shareholders and certain other customary closing conditions. The transaction is anticipated to close in the third quarter of 2025.

Earnings per common share

Basic EPS excludes dilution and is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares issuable under stock-based compensation plans where securities have been granted but are not yet vested and distributable. Diluted EPS is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding for the year, plus an incremental number of common-equivalent shares computed using the treasury stock method.

The following is a summary of the basic and diluted earnings per common share calculations for each of the periods presented:


	Three Months Ended March 31,
		2025		2024
Basic earnings per common share:


Earnings available to common shareholders		$	39,361	$	27,950
Weighted average basic shares outstanding		46,674,698		46,874,882
Basic earnings per common share		$	0.84	$	0.60
Diluted earnings per common share:
Earnings available to common shareholders		$	39,361	$	27,950
Weighted average basic shares outstanding		46,674,698		46,874,882
Weighted average diluted shares contingently issuable(1)		349,513		123,991
Weighted average diluted shares outstanding		47,024,211		46,998,873
Diluted earnings per common share		$	0.84	$	0.59

(1) Excludes 2,949 restricted stock units outstanding considered to be antidilutive for the three months ended March 31, 2024. There were no such units for the three months ended March 31, 2025.

Recently adopted accounting standards:

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the chief operating decision maker when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280, “Segment Reporting,” to be included in interim periods. The Company adopted this standard effective December 31, 2024, for annual financial statements and subsequent interim periods beginning in 2025, and retrospectively updated its disclosures. Refer to Note 11 for further information. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-08, “Intangibles – Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.” This update requires entities to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and reflect changes from remeasurement in the net income. Additionally, an entity that receives crypto assets as noncash consideration in the ordinary course of business and converts them nearly immediately into cash is required to classify those cash receipts as cash flows from operating activities. Lastly, the update requires entities to provide interim and annual disclosures about the types of crypto assets they hold and any changes in their holdings of crypto assets. This guidance became effective January 1, 2025. The Company does not currently hold or facilitate transactions with crypto-assets; however, the Company would evaluate any crypto-asset activities and the applicable financial statement and disclosure requirements in accordance with the guidance.

Newly issued not yet effective accounting standards:

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This ASU requires disclosures of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is evaluating the impact this will have on the Company’s income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update is intended to provide investors more detailed disclosures around specific types of expenses. This ASU requires certain details for expenses presented on the face of the consolidated statements of income as well as selling expenses to be presented in

the notes to the financial statements. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is evaluating the impact this will have on the Company's consolidated financial statements and related disclosures.

Subsequent events

The Company has evaluated, for consideration of recognition or disclosure, subsequent events that occurred through the date of issuance of these financial statements. The Company has determined that there were no subsequent events that occurred after March 31, 2025, but prior to the issuance of these financial statements that would have a material impact on the Company’s consolidated financial statements.