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FB Financial
FBK
#4102
Rank
$2.77 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$51.94
Share price
0.80%
Change (1 day)
12.96%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. FB Financial
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2024 Q2

FB Financial - 10-Q quarterly report FY2024 Q2


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
FORM 10-Q
______________________________________________________________
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 001-37875
_____________________________________________________________
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________________________________
Tennessee62-1216058
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
1221 Broadway, Suite 1300
Nashville, Tennessee
37203
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (615) 564-1212
___________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)  Name of each exchange on which registered 
Common Stock, Par Value $1.00 Per Share FBK  New York Stock Exchange 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 ☐  Small 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 13(a) of the Exchange Act. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of registrant’s Common Stock outstanding as of July 31, 2024 was 46,643,150.

1

Table of Contents
Page
PART I.
3
Item 1.
4
4
Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2024 and 2023
5
Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2024 and 2023
6
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three and six months ended June 30, 2024 and 2023
7
Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2024 and 2023
9
11
Item 2.
48
Item 3.
86
Item 4.
88
PART II.
Item 1.
89
Item 1A.
89
Item 2.
89
Item 5.
89
Item 6.
90
91


2

PART I
GLOSSARY OF ABBREVIATIONS AND ACRONYMS
As used in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, references to “we,” “our,” “us,” “FB Financial,” or “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our wholly-owned banking subsidiary, FirstBank, a Tennessee state-chartered bank, unless otherwise indicated or the context otherwise requires. References to “Bank” or “FirstBank” refer to FirstBank, our wholly-owned banking subsidiary.
The acronyms and abbreviations identified below are used in the Notes to the consolidated financial statements (unaudited) as well as in the Management’s discussion and analysis of financial condition and results of operations. You may find it helpful to refer to this page as you read this Report.


ACLAllowance for credit lossesFHLBFederal Home Loan Bank
AFSAvailable-for-saleGAAPU.S. generally accepted accounting principles
ALCOAsset Liability Management CommitteeGDPGross domestic product
ASCAccounting Standard CodificationGNMAGovernment National Mortgage Association
ASUAccounting Standard UpdateHFIHeld for investment
BankFirstBank, subsidiary bankNIMNet interest margin
CDCertificate of DepositOREOOther real estate owned
CECLCurrent expected credit lossesPSUPerformance-based restricted stock units
CompanyFB Financial CorporationReportForm 10-Q for the quarterly period ended June 30, 2024
CPRConditional prepayment rateROAAReturn on average assets
CRECommercial real estateROAEReturn on average common equity
ESPPEmployee Stock Purchase PlanROATCEReturn on average tangible common equity
EVEEconomic value of equityRSURestricted stock units
FASBFinancial Accounting Standards BoardSECU.S. Securities and Exchange Commission
FDICFederal Deposit Insurance CorporationSOFRSecured overnight financing rate
FDMFinancial Difficulty ModificationTDFITennessee Department of Financial Institutions
Federal ReserveBoard of Governors of the Federal Reserve
   System
3

FB Financial Corporation and subsidiaries
Consolidated balance sheets
(Amounts are in thousands except share and per share amounts) 

 June 30,December 31,
 2024 (Unaudited)2023 
ASSETS  
Cash and due from banks$192,571 $146,542 
Federal funds sold and reverse repurchase agreements
91,909 83,324 
Interest-bearing deposits in financial institutions516,422 581,066 
Cash and cash equivalents800,902 810,932 
Investments:
Available-for-sale debt securities, at fair value1,482,379 1,471,973 
Federal Home Loan Bank stock, at cost33,030 34,190 
Loans held for sale (includes $84,521 and $46,618 at fair value, respectively)
106,875 67,847 
Loans held for investment9,309,553 9,408,783 
Less: allowance for credit losses on loans HFI155,055 150,326 
Net loans held for investment9,154,498 9,258,457 
Premises and equipment, net154,731 155,731 
Operating lease right-of-use assets49,123 54,295 
Interest receivable52,781 52,715 
Mortgage servicing rights, at fair value164,505 164,249 
Bank-owned life insurance71,930 76,143 
Other real estate owned, net4,173 3,192 
Goodwill242,561 242,561 
Core deposit and other intangibles, net7,168 8,709 
Other assets210,513 203,409 
Total assets$12,535,169 $12,604,403 
LIABILITIES
Deposits
Noninterest-bearing$2,187,185 $2,218,382 
Interest-bearing checking2,628,554 2,504,421 
Money market and savings4,157,968 4,204,851 
Customer time deposits1,343,934 1,469,811 
Brokered and internet time deposits150,361 150,822 
Total deposits10,468,002 10,548,287 
Borrowings360,944 390,964 
Operating lease liabilities61,932 67,643 
Accrued expenses and other liabilities143,696 142,622 
Total liabilities11,034,574 11,149,516 
SHAREHOLDERS' EQUITY
Common stock, $1 par value per share; 75,000,000 shares authorized;
    46,642,958 and 46,848,934 shares issued and outstanding, respectively
46,643 46,849 
Additional paid-in capital855,391 864,258 
Retained earnings730,242 678,412 
Accumulated other comprehensive loss, net(131,774)(134,725)
Total FB Financial Corporation common shareholders' equity1,500,502 1,454,794 
Noncontrolling interest93 93 
Total equity1,500,595 1,454,887 
Total liabilities and shareholders' equity$12,535,169 $12,604,403 
See the accompanying notes to the consolidated financial statements.
4

FB Financial Corporation and subsidiaries
Consolidated statements of income
(Unaudited)
(Amounts are in thousands, except per share amounts)

5
 Three Months Ended June 30,Six Months Ended June 30,
 2024 2023 2024 2023 
Interest income:  
Interest and fees on loans$155,379 $149,220 $310,985 $289,576 
Interest on investment securities
Taxable11,966 6,480 21,071 13,050 
Tax-exempt1,168 1,808 2,610 3,612 
Other8,900 12,675 18,875 23,425 
Total interest income177,413 170,183 353,541 329,663 
Interest expense:
Deposits71,501 65,257 144,126 118,120 
Borrowings3,297 3,383 7,310 6,340 
Total interest expense74,798 68,640 151,436 124,460 
Net interest income102,615 101,543 202,105 205,203 
Provision for credit losses on loans HFI3,940 2,575 5,792 7,572 
Reversal of credit losses on unfunded commitments(1,716)(3,653)(2,786)(8,159)
Net interest income after provision for credit losses100,391 102,621 199,099 205,790 
Noninterest income:
Mortgage banking income11,910 12,232 24,495 24,318 
Investment services and trust income3,387 2,777 6,617 5,155 
Service charges on deposit accounts3,167 3,185 6,308 6,238 
ATM and interchange fees2,814 2,629 5,758 5,025 
(Loss) gain from investment securities, net— (28)(16,213)41 
(Loss) gain on sales or write-downs of other real estate owned and other assets(281)533 284 350 
Other income4,611 2,485 6,321 6,035 
Total noninterest income25,608 23,813 33,570 47,162 
Noninterest expenses:
Salaries, commissions and employee benefits46,225 52,020 90,843 100,808 
Occupancy and equipment expense6,328 6,281 12,942 12,190 
Data processing 2,286 2,345 4,694 4,458 
Legal and professional fees1,979 2,199 3,898 5,307 
Advertising1,859 2,001 3,030 4,134 
Amortization of core deposit and other intangibles752 940 1,541 1,930 
Other expense15,664 15,506 30,565 32,905 
Total noninterest expense75,093 81,292 147,513 161,732 
Income before income taxes50,906 45,142 85,156 91,220 
Income tax expense10,919 9,835 17,219 19,532 
Net income applicable to FB Financial Corporation and noncontrolling
    interest		39,987 35,307 67,937 71,688 
Net income applicable to noncontrolling interest8 8 8 8 
Net income applicable to FB Financial Corporation$39,979 $35,299 $67,929 $71,680 
Earnings per common share:
Basic$0.85 $0.75 $1.45 $1.53 
Diluted0.85 0.75 1.45 1.53 
See the accompanying notes to the consolidated financial statements.
5

FB Financial Corporation and subsidiaries
Consolidated statements of comprehensive income
(Unaudited)
(Amounts are in thousands)

 Three Months Ended June 30,Six Months Ended June 30,
 2024 2023 2024 2023 
Net income$39,987 $35,307 $67,937 $71,688 
Other comprehensive income (loss), net of tax:
   Net unrealized gain (loss) in available-for-sale securities, net of tax expense
       (benefit) of $485, $(4,890), $(2,947) and $2,169
905 (13,858)(8,668)6,206 
   Reclassification adjustment for loss on sale of securities included in net
      income, net of tax benefit of $—, $—, $4,225 and $—
— — 11,988 — 
   Net unrealized (loss) gain in hedging activities, net of tax (benefit) expense
      of $(68), $6, $(130) and $(64)
(195)17 (369)(180)
         Total other comprehensive income (loss), net of tax710 (13,841)2,951 6,026 
Comprehensive income applicable to FB Financial Corporation
    and noncontrolling interest 		40,697 21,466 70,888 77,714 
Comprehensive income applicable to noncontrolling interest8 8 8 8 
Comprehensive income applicable to FB Financial Corporation$40,689 $21,458 $70,880 $77,706 
See the accompanying notes to the consolidated financial statements.
6

FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Unaudited)
(Amounts are in thousands except per share amounts)


Common
stock		Additional
paid-in
capital		Retained
earnings		Accumulated
other
comprehensive
loss, net		Total common
shareholders' equity		Noncontrolling interestTotal shareholders' equity
Balance at March 31, 2023:$46,763 $856,628 $615,871 $(149,566)$1,369,696 $93 $1,369,789 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 35,299 — 35,299 8 35,307 
  Other comprehensive income, net of
taxes		— — — (13,841)(13,841)— (13,841)
  Stock based compensation expense5 3,243 — — 3,248 — 3,248 
Restricted stock units vested, net of
taxes		23 (177)— — (154)— (154)
Performance-based restricted stock
units vested, net of taxes		8 (178)— — (170)— (170)
   Dividends declared and paid ($0.15 per
      share)
— — (7,127)— (7,127)— (7,127)
   Noncontrolling interest distribution— — — — — (8)(8)
Balance at June 30, 2023$46,799 $859,516 $644,043 $(163,407)$1,386,951 $93 $1,387,044 
Balance at March 31, 2024:$46,897 $866,803 $698,310 $(132,484)$1,479,526 $93 $1,479,619 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 39,979 — 39,979 8 39,987 
Other comprehensive income, net of
taxes		— — — 710 710 — 710 
Repurchase of common stock(353)(12,346)— — (12,699)— (12,699)
Stock based compensation expense3 2,087 — — 2,090 — 2,090 
Restricted stock units vested, net of
taxes		91 (1,149)— — (1,058)— (1,058)
Performance-based restricted stock
units vested, net of taxes		5 (4)— — 1 — 1 
Dividends declared and paid ($0.17 per
   share)
— — (8,047)— (8,047)— (8,047)
Noncontrolling interest distribution— — — — — (8)(8)
Balance at June 30, 2024$46,643 $855,391 $730,242 $(131,774)$1,500,502 $93 $1,500,595 
See the accompanying notes to the consolidated financial statements.




7

FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Unaudited)
(Amounts are in thousands except per share amounts)

Common
stock		Additional
paid-in
capital		Retained
earnings		Accumulated
other
comprehensive
loss, net		Total common
shareholders' equity		Noncontrolling interestTotal shareholders' equity
Balance at December 31, 2022:$46,738 $861,588 $586,532 $(169,433)$1,325,425 $93 $1,325,518 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 71,680 — 71,680 8 71,688 
  Other comprehensive income, net of
taxes		— — — 6,026 6,026 — 6,026 
  Repurchase of common stock(136)(4,808)— — (4,944)— (4,944)
  Stock based compensation expense6 5,527 — — 5,533 — 5,533 
Restricted stock units vested, net of
taxes		115 (1,721)— — (1,606)— (1,606)
Performance-based restricted stock
units vested, net of taxes		68 (1,383)— — (1,315)— (1,315)
   Shares issued under employee stock
purchase program		8 313 — — 321 — 321 
   Dividends declared and paid ($0.30 per
      share)
— — (14,169)— (14,169)— (14,169)
   Noncontrolling interest distribution— — — — — (8)(8)
Balance at June 30, 2023:$46,799 $859,516 $644,043 $(163,407)$1,386,951 $93 $1,387,044 
Balance at December 31, 2023:$46,849 $864,258 $678,412 $(134,725)$1,454,794 $93 $1,454,887 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 67,929 — 67,929 8 67,937 
Other comprehensive income, net of
taxes		— — — 2,951 2,951 — 2,951 
Repurchase of common stock(353)(12,346)— — (12,699)— (12,699)
Stock based compensation expense4 4,906 — — 4,910 — 4,910 
Restricted stock units vested, net of
taxes		102 (1,441)— — (1,339)— (1,339)
Performance-based restricted stock
units vested, net of taxes		30 (374)— — (344)— (344)
Shares issued under employee stock
purchase program		11 388 — — 399 — 399 
Dividends declared and paid ($0.34 per
   share)
— — (16,099)— (16,099)— (16,099)
Noncontrolling interest distribution— — — — — (8)(8)
Balance at June 30, 2024$46,643 $855,391 $730,242 $(131,774)$1,500,502 $93 $1,500,595 
See the accompanying notes to the consolidated financial statements.

8
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows
(Unaudited)
(Amounts are in thousands)
Six Months Ended June 30,
2024 2023 
Cash flows from operating activities:
Net income applicable to FB Financial Corporation and noncontrolling interest$67,937 $71,688 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets and software5,702 4,680 
Amortization of core deposit and other intangibles1,541 1,930 
Amortization of issuance costs on subordinated debt 193 194 
Capitalization of mortgage servicing rights(2,649)(4,061)
Net change in fair value of mortgage servicing rights2,393 5,993 
Stock-based compensation expense4,910 5,533 
Provision for credit losses on loans HFI5,792 7,572 
Reversal of credit losses on unfunded commitments(2,786)(8,159)
Provision for (reversal of) mortgage loan repurchases125 (450)
Accretion of discounts and premiums on acquired loans, net(548)(305)
Amortization of premiums and discounts on securities, net2,440 2,691 
Loss (gain) from investment securities, net16,213 (41)
Originations of loans held for sale(595,813)(641,962)
Proceeds from sale of loans held for sale575,246 679,456 
Gain on sale and change in fair value of loans held for sale(17,209)(17,495)
Net gain on write-downs of other real estate owned and other assets(284)(350)
Provision for deferred income taxes(47)2,629 
Earnings on bank-owned life insurance(2,911)(983)
Changes in:
Operating lease assets and liabilities, net(539)1,033 
Other assets and interest receivable(1,765)(2,727)
Accrued expenses and other liabilities8,950 (250)
Net cash provided by operating activities66,891 106,616 
Cash flows from investing activities:
Activity in available-for-sale securities:
Sales207,882 — 
Maturities, prepayments and calls134,236 58,415 
Purchases(366,579)(905)
Net change in loans94,773 (15,832)
Proceeds from sales of FHLB stock, net1,160 18,375 
Purchases of premises and equipment(3,861)(12,576)
Proceeds from the sale of premises and equipment287 — 
Proceeds from the sale of other real estate owned 1,434 5,155 
Proceeds from the sale of other assets550 775 
Proceeds from bank-owned life insurance— 236 
Net cash provided by investing activities69,882 53,643 
Cash flows from financing activities:
Net (decrease) increase in deposits(84,782)15,489 
Net (decrease) increase in securities sold under agreements to repurchase and federal
   funds purchased		(31,963)29,275 
Net decrease in short-term FHLB advances — (50,000)
Share based compensation withholding payments(1,683)(2,921)
Net proceeds from sale of common stock under employee stock purchase program399 321 
Repurchase of common stock(12,699)(4,944)
Dividends paid on common stock(15,916)(14,011)
Dividend equivalent payments made upon vesting of equity compensation(151)(158)
Noncontrolling interest distribution(8)(8)
Net cash used in financing activities(146,803)(26,957)
Net change in cash and cash equivalents(10,030)133,302 
Cash and cash equivalents at beginning of the period810,932 1,027,052 
Cash and cash equivalents at end of the period$800,902 $1,160,354 
9
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows (continued)
(Unaudited)
(Amounts are in thousands)
Six Months Ended June 30,
2024 2023 
Supplemental cash flow information:
Interest paid$150,100 $116,211 
Taxes paid, net20,134 29,338 
Supplemental noncash disclosures:
Transfers from loans to other real estate owned$2,400 $593 
Transfers from loans to other assets1,831 1,391 
Transfers from loans to loans held for sale167 10,545 
Transfers from loans held for sale to loans40 2,755 
Loans provided for sales of other assets416 424 
Increase (decrease) in rebooked GNMA loans under optional repurchase program1,125 (5,986)
Dividends declared not paid on restricted stock units and performance stock units183 158 
Right-of-use assets obtained in exchange for operating lease liabilities— 3,477 
See the accompanying notes to the consolidated financial statements.

10
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)

Note (1)—Basis of presentation
Overview and presentation
FB Financial Corporation (the "Company") is a financial holding company headquartered in Nashville, Tennessee. The Company operates primarily through its wholly-owned subsidiary bank, FirstBank (the "Bank") and its subsidiaries. As of June 30, 2024, the Bank had 77 full-service branches throughout Tennessee, Alabama, Kentucky and North Georgia, and 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.
Earnings per common share
Basic earnings per common share 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 earnings per common share includes the dilutive effect of additional potential common shares issuable under the restricted stock units granted but not yet vested and distributable. Diluted earnings per common share 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.
Certain restricted stock awards granted by the Company include non-forfeitable dividend equivalent rights and are considered participating securities for the purposes of computing earnings per common share. Accordingly, the Company is required to calculate basic and diluted earnings per common share using the two-class method. Calculation of earnings per common share under the two-class method (i) excludes from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities and (ii) excludes from the denominator the dilutive impact of the participating securities.
11
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following is a summary of the basic and diluted earnings per common share calculations for each of the periods presented:
 Three Months Ended June 30,Six Months Ended June 30,
 2024 2023 20242023
Basic earnings per common share:
Net income applicable to FB Financial Corporation$39,979 $35,299 $67,929 $71,680 
Dividends paid on and undistributed earnings allocated to participating securities— — — — 
Earnings available to common shareholders$39,979 $35,299 $67,929 $71,680 
Weighted average basic shares outstanding46,762,488 46,779,388 46,818,685 46,729,778 
Basic earnings per common share$0.85 $0.75 $1.45 $1.53 
Diluted earnings per common share:
Earnings available to common shareholders$39,979 $35,299 $67,929 $71,680 
Weighted average basic shares outstanding46,762,488 46,779,388 46,818,685 46,729,778 
Weighted average diluted shares contingently issuable(1)
82,655 35,466 92,781 47,825 
Weighted average diluted shares outstanding46,845,143 46,814,854 46,911,466 46,777,603 
Diluted earnings per common share$0.85 $0.75 $1.45 $1.53 
(1) Excludes 36,507 and 2,412 restricted stock units outstanding considered to be antidilutive for the three and six months ended June 30, 2024 and 315,989 and 250,074 restricted stock units outstanding considered to be antidilutive for the three and six months ended June 30, 2023.
Recently adopted accounting standards:
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The FASB issued this update to clarify the guidance in ASC 820, “Fair Value Measurement,” when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, to amend a related illustrative example, and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The Company adopted this update effective January 1, 2024. The adoption did not have an impact on the Company's consolidated financial statements or related disclosures.
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842): Common Control Arrangements” as part of the Post-Implementation Review process of ASC 842, “Leases,” around related party arrangements between entities under common control. Under previous guidance, a lessee is generally required to amortize leasehold improvements that it owns over the shorter of the useful life of those improvements or the lease term. However, due to the nature of leasehold improvements made under leases between entities under common control, ASU 2023-01 requires a lessee in a common-control arrangement to amortize such leasehold improvements that it owns over the improvements' useful life to the common control group, regardless of the lease term. The Company adopted this standard on January 1, 2024 on a prospective basis. The adoption of this standard did not have a material impact on the Company's consolidated financial statements or related disclosures.
Additionally, in March 2023, the FASB issued ASU 2023-02, “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” The amendments in this update permit reporting entities to elect to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The Company adopted this standard effective January 1, 2024. The adoption of this accounting pronouncement did not have an impact on the Company's historical consolidated financial statements but could influence the Company's decisions with respect to investments in certain tax credits prospectively.
Newly issued not yet effective 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. This update is effective for fiscal years
12
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. While the Company is continuing to evaluate the impact, ASU 2023-07 is not expected to have a material impact on the Company's reportable segments disclosures.
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. While the Company does not currently hold or facilitate transactions with crypto assets, the Company is evaluating the potential future financial statement and disclosure impact from adopting this guidance when it becomes applicable based on the Company's crypto asset activities.
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.
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 June 30, 2024, but prior to the issuance of these financial statements that would have a material impact on the Company’s consolidated financial statements.
13
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (2)—Investment securities
The following tables summarize the amortized cost, allowance for credit losses and fair value of the AFS debt securities and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive loss, net at June 30, 2024 and December 31, 2023:  
June 30, 2024
 Amortized cost Gross unrealized gains Gross unrealized losses Allowance for credit losses on investments Fair Value
Investment Securities    
AFS debt securities  
U.S. government agency securities$428,514 $962 $(868)$— $428,608 
Mortgage-backed securities - residential1,021,125 439 (157,292)— 864,272 
Mortgage-backed securities - commercial 17,398 — (1,295)— 16,103 
Municipal securities194,050 33 (24,106)— 169,977 
Corporate securities3,500 — (81)— 3,419 
Total$1,664,587 $1,434 $(183,642)$— $1,482,379 
December 31, 2023
 Amortized costGross unrealized gains Gross unrealized losses Allowance for credit losses on investmentsFair Value
Investment Securities    
AFS debt securities    
U.S. government agency securities$204,663 $470 $(1,177)$— $203,956 
Mortgage-backed securities - residential1,057,389 — (160,418)— 896,971 
Mortgage-backed securities - commercial18,186 — (1,225)— 16,961 
Municipal securities263,312 370 (21,419)— 242,263 
U.S. Treasury securities111,729 — (3,233)— 108,496 
Corporate securities3,500 — (174)— 3,326 
Total$1,658,779 $840 $(187,646)$— $1,471,973 
The components of amortized cost for AFS debt securities on the consolidated balance sheets exclude accrued interest receivable since the Company elected to present accrued interest receivable separately on the consolidated balance sheets. As of June 30, 2024 and December 31, 2023, total accrued interest receivable on AFS debt securities was $6,549 and $7,212, respectively.
AFS debt securities pledged at June 30, 2024 and December 31, 2023 had carrying amounts of $869,623 and $929,546, respectively, and were pledged to secure a Federal Reserve line of credit, Bank Term Funding Program borrowings, public deposits and repurchase agreements.
Within AFS debt securities, there were no aggregate holdings of any single issuer, other than U.S. Government sponsored enterprises, in an amount greater than 10% of shareholders' equity during any period presented.
AFS debt securities transactions are recorded as of the trade date. At June 30, 2024 and December 31, 2023, there were no trade date receivables nor payables that related to sales or purchases settled after period end.
14
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables show gross unrealized losses on AFS debt securities for which an allowance for credit losses has not been recorded at June 30, 2024 and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
June 30, 2024
 Less than 12 months12 months or moreTotal
 Fair ValueGross Unrealized Loss Fair ValueGross Unrealized LossFair ValueGross Unrealized Loss
U.S. government agency securities$191,125 $(232)$7,218 $(636)$198,343 $(868)
Mortgage-backed securities - residential— — 754,282 (157,292)754,282 (157,292)
Mortgage-backed securities - commercial— — 16,103 (1,295)16,103 (1,295)
Municipal securities31,931 (2,197)132,733 (21,909)164,664 (24,106)
Corporate securities— — 3,419 (81)3,419 (81)
Total$223,056 $(2,429)$913,755 $(181,213)$1,136,811 $(183,642)
 December 31, 2023
 Less than 12 months12 months or moreTotal
 Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
U.S. government agency securities$25,923 $(21)$14,040 $(1,156)$39,963 $(1,177)
Mortgage-backed securities - residential— — 896,971 (160,418)896,971 (160,418)
Mortgage-backed securities - commercial— — 16,961 (1,225)16,961 (1,225)
Municipal securities14,480 (148)188,669 (21,271)203,149 (21,419)
U.S. Treasury securities— — 108,496 (3,233)108,496 (3,233)
Corporate securities— — 3,326 (174)3,326 (174)
Total$40,403 $(169)$1,228,463 $(187,477)$1,268,866 $(187,646)
As of June 30, 2024 and December 31, 2023, the Company’s AFS debt securities portfolio consisted of 341 and 439 securities, 316 and 370 of which were in an unrealized loss position, respectively.
The majority of the investment portfolio was either government guaranteed, an issuance of a government sponsored entity or highly rated by major credit rating agencies, and the Company has historically not recorded any credit losses associated with these investments. Municipal debt securities with market values below amortized cost at June 30, 2024 were reviewed for material credit events and/or rating downgrades with individual credit reviews performed. The issuers of these AFS debt securities continue to make timely principal and interest payments under the contractual terms of the securities and the issuers will continue to be observed as a part of the Company’s ongoing credit monitoring. As such, as of June 30, 2024 and December 31, 2023, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Further, it is not likely that the Company will be required to sell these securities before recovery of their amortized cost basis. Therefore, there was no allowance for credit losses recognized on AFS debt securities as of June 30, 2024 or December 31, 2023. Periodically, AFS debt securities may be sold or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates.
15
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The amortized cost and fair value of AFS debt securities by contractual maturity as of June 30, 2024 and December 31, 2023 are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
June 30,December 31,
 2024 2023 
 Available-for-saleAvailable-for-sale
 Amortized costFair ValueAmortized costFair Value
Due in one year or less$3,188 $3,174 $64,776 $64,279 
Due in one to five years10,586 9,832 75,996 71,801 
Due in five to ten years157,552 156,768 51,162 49,630 
Due in over ten years454,738 432,230 391,270 372,331 
626,064 602,004 583,204 558,041 
Mortgage-backed securities - residential1,021,125 864,272 1,057,389 896,971 
Mortgage-backed securities - commercial17,398 16,103 18,186 16,961 
Total AFS debt securities$1,664,587 $1,482,379 $1,658,779 $1,471,973 
Sales and other dispositions of AFS debt securities were as follows:
 Three Months Ended June 30,Six Months Ended June 30,
 2024 2023 2024 2023 
Proceeds from sales$— $— $207,882 $— 
Proceeds from maturities, prepayments and calls67,609 31,588 134,236 58,415 
Gross realized gains— — 90 — 
Gross realized losses— — 16,303 — 
Equity Securities
The Company had equity securities without readily determinable market value included in other assets on the consolidated balance sheets with carrying amounts of $27,150 and $25,191 at June 30, 2024 and December 31, 2023, respectively. Additionally, the Company had $33,030 and $34,190 of FHLB stock carried at cost at June 30, 2024 and December 31, 2023, respectively, included separately from the other equity securities discussed above.

16
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (3)—Loans and allowance for credit losses on loans HFI
Loans outstanding as of June 30, 2024 and December 31, 2023, by class of financing receivable are as follows:
 June 30,December 31,
 2024 2023 
Commercial and industrial$1,614,307 $1,720,733 
Construction1,200,123 1,397,313 
Residential real estate:
1-to-4 family mortgage1,584,029 1,568,552 
Residential line of credit559,359 530,912 
Multi-family mortgage597,039 603,804 
Commercial real estate:
Owner-occupied1,274,705 1,232,071 
Non-owner occupied2,035,102 1,943,525 
Consumer and other444,889 411,873 
Gross loans9,309,553 9,408,783 
Less: Allowance for credit losses on loans HFI(155,055)(150,326)
Net loans$9,154,498 $9,258,457 
As of June 30, 2024 and December 31, 2023, $962,358 and $1,030,016, respectively, of qualifying residential mortgage loans (including loans held for sale) and $1,533,000 and $1,984,007, respectively, of qualifying commercial mortgage loans were pledged to the FHLB system securing advances against the Bank’s line of credit. Additionally, as of June 30, 2024 and December 31, 2023, qualifying commercial and industrial, construction and consumer loans, of $2,743,982 and $3,107,495, respectively, were pledged to the Federal Reserve under the Borrower-in-Custody program.
The amortized cost of loans HFI on the consolidated balance sheets exclude accrued interest receivable as the Company presents accrued interest receivable separately on the balance sheet. As of June 30, 2024 and December 31, 2023, accrued interest receivable on loans HFI amounted to $44,351 and $43,776, respectively.
Credit Quality - Commercial Type Loans
The Company categorizes commercial loan types into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans that share similar risk characteristics collectively. Loans that do not share similar risk characteristics may be evaluated individually.
The Company uses the following definitions for risk ratings:
Pass.
Loans rated Pass include those that are adequately collateralized performing loans which management believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes commercial loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category.

Special Mention.
Loans rated Special Mention are those that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Management does not believe there will be a loss of principal or interest. These loans require intensive servicing and may possess more than normal credit risk.
Classified.
Loans included in the Classified category include loans rated as Substandard and Doubtful. Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful loans have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weakness or weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable.
Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes.

17
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables present the credit quality of the Company's commercial type loan portfolio as of June 30, 2024 and December 31, 2023 and the gross charge-offs for the six months ended June 30, 2024 and the year ended December 31, 2023 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.

As of and for the six months
    ended June 30, 2024
2024 2023 2022 2021 2020 PriorRevolving Loans Amortized Cost BasisTotal
Commercial and industrial
Pass$54,634 $201,189 $169,826 $67,439 $34,393 $123,665 $901,459 $1,552,605 
Special Mention55 3,279 15,314 — — 235 7,730 26,613 
Classified— 48 5,962 5,113 2,925 6,123 14,918 35,089 
Total54,689 204,516 191,102 72,552 37,318 130,023 924,107 1,614,307 
            Current-period gross
               charge-offs		— — — 24 16 7 22 69 
Construction
Pass90,338 184,198 464,801 115,507 25,809 75,400 189,161 1,145,214 
Special Mention— 404 12,534 645 11 623 — 14,217 
Classified— — 5,287 680 8,489 — 26,236 40,692 
Total90,338 184,602 482,622 116,832 34,309 76,023 215,397 1,200,123 
            Current-period gross
               charge-offs		— — — — — — 92 92 
Residential real estate:
Multi-family mortgage
Pass5,217 6,085 206,098 235,467 52,784 70,920 19,434 596,005 
Special Mention— — — — — — — — 
Classified— — — — — 1,034 — 1,034 
Total5,217 6,085 206,098 235,467 52,784 71,954 19,434 597,039 
             Current-period gross
                charge-offs		— — — — — — — — 
Commercial real estate:
Owner occupied
Pass85,878 113,724 246,192 224,546 110,767 410,746 62,949 1,254,802 
Special Mention— — 1,396 2,616 — 2,532 — 6,544 
Classified— — 6,862 16 64 5,361 1,056 13,359 
Total85,878 113,724 254,450 227,178 110,831 418,639 64,005 1,274,705 
            Current-period gross
              charge-offs		— — — — — — — — 
Non-owner occupied
Pass46,629 43,016 546,369 467,839 120,570 720,971 41,761 1,987,155 
Special Mention— — 5,341 3,955 — 19,486 — 28,782 
Classified— — — 996 — 18,169 — 19,165 
Total46,629 43,016 551,710 472,790 120,570 758,626 41,761 2,035,102 
             Current-period gross
                charge-offs		— — — — — — — — 
Total commercial loan types
Pass282,696 548,212 1,633,286 1,110,798 344,323 1,401,702 1,214,764 6,535,781 
Special Mention55 3,683 34,585 7,216 11 22,876 7,730 76,156 
Classified— 48 18,111 6,805 11,478 30,687 42,210 109,339 
Total$282,751 $551,943 $1,685,982 $1,124,819 $355,812 $1,455,265 $1,264,704 $6,721,276 
            Current-period gross
                charge-offs		$— $— $— $24 $16 $7 $114 $161 
18
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
As of and for the year ended
  December 31, 2023 		2023 2022 2021 2020 2019 PriorRevolving Loans Amortized Cost BasisTotal
Commercial and industrial
Pass$225,734 $255,921 $151,492 $39,897 $70,302 $73,415 $839,918 $1,656,679 
Special Mention— 17,947 3,083 — 151 108 7,549 28,838 
Classified457 4,253 3,075 3,027 254 6,129 18,021 35,216 
Total226,191 278,121 157,650 42,924 70,707 79,652 865,488 1,720,733 
              Current-period gross
                 charge-offs		14 7 201 22 — 87 131 462 
Construction
Pass179,929 677,387 148,312 46,697 39,140 49,954 208,491 1,349,910 
Special Mention1 4,659 2,943 1,202 — 690 12,000 21,495 
Classified— 2,349 1,484 6,620 — — 15,455 25,908 
Total179,930 684,395 152,739 54,519 39,140 50,644 235,946 1,397,313 
              Current-period gross
                  charge-offs		— — — — — — — — 
Residential real estate:
Multi-family mortgage
Pass29,982 151,495 223,889 92,745 29,933 43,479 31,209 602,732 
Special Mention— — — — — — — — 
Classified— — — — — 1,072 — 1,072 
Total29,982 151,495 223,889 92,745 29,933 44,551 31,209 603,804 
             Current-period gross
                 charge-offs		— — — — — — — — 
Commercial real estate:
Owner occupied
Pass118,030 261,196 231,241 115,397 151,146 281,253 53,970 1,212,233 
Special Mention— 1,297 1,827 — 154 2,617 — 5,895 
Classified— 6,305 16 — 760 5,789 1,073 13,943 
Total118,030 268,798 233,084 115,397 152,060 289,659 55,043 1,232,071 
              Current-period gross
                  charge-offs		— — 144 — — — — 144 
Non-owner occupied
Pass47,026 474,560 478,878 117,429 178,448 580,16843,577 1,920,086 
Special Mention— — 3,975 — — 10,435— 14,410 
Classified— — 1,001 — 381 7,647— 9,029 
Total47,026 474,560 483,854 117,429 178,829 598,250 43,577 1,943,525 
               Current-period gross
                   charge-offs		— — — — — — — — 
Total commercial loan types
Pass600,701 1,820,559 1,233,812 412,165 468,969 1,028,269 1,177,165 6,741,640 
Special Mention1 23,903 11,828 1,202 305 13,850 19,549 70,638 
Classified457 12,907 5,576 9,647 1,395 20,637 34,549 85,168 
Total$601,159 $1,857,369 $1,251,216 $423,014 $470,669 $1,062,756 $1,231,263 $6,897,446 
              Current-period gross
                  charge-offs		14 7 345 22 — 87 131 606 







19
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Credit Quality - Consumer Type Loans
For consumer and residential loan classes, the Company primarily evaluates credit quality based on delinquency and accrual status of the loan, credit documentation and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality.
The following tables present the credit quality by classification (performing or nonperforming) of the Company's consumer type loan portfolio as of June 30, 2024 and December 31, 2023 and the gross charge-offs for the six months ended June 30, 2023 and the year ended December 31, 2023 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.
As of and for the six months
     ended June 30, 2024
2024 2023 2022 2021 2020 PriorRevolving Loans Amortized Cost BasisTotal
Residential real estate:
1-to-4 family mortgage
Performing$90,475 $178,755 $491,769 $383,927 $139,696 $281,077 $— $1,565,699 
Nonperforming— 146 4,001 3,686 3,026 7,471 — 18,330 
Total90,475 178,901 495,770 387,613 142,722 288,548 — 1,584,029 
          Current-period gross
             charge-offs		— — 150 130 — — 13 293 
Residential line of credit
Performing— — — — — — 557,386 557,386 
Nonperforming— — — — — — 1,973 1,973 
Total— — — — — — 559,359 559,359 
          Current-period gross
             charge-offs		— — — — — — 20 20 
Consumer and other
Performing61,846 103,413 83,702 40,625 31,828 110,286 1,366 433,066 
Nonperforming— 881 1,307 2,401 2,107 5,127 — 11,823 
       Total61,846 104,294 85,009 43,026 33,935 115,413 1,366 444,889 
           Current-period gross
              charge-offs		515 368 123 164 46 150 — 1,366 
Total consumer type loans
Performing152,321 282,168 575,471 424,552 171,524 391,363 558,752 2,556,151 
Nonperforming— 1,027 5,308 6,087 5,133 12,598 1,973 32,126 
        Total$152,321 $283,195 $580,779 $430,639 $176,657 $403,961 $560,725 $2,588,277 
            Current-period gross
             charge-offs		$515 $368 $273 $294 $46 $150 $33 $1,679 


20
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
As of and for the year ended
  December 31, 2023 		2023 2022 2021 2020 2019 PriorRevolving Loans Amortized Cost BasisTotal
Residential real estate:
1-to-4 family mortgage
Performing$198,537 $500,628 $399,338 $145,484 $81,905 $226,587 $— $1,552,479 
Nonperforming76 2,565 4,026 3,846 690 4,870 — 16,073 
Total198,613 503,193 403,364 149,330 82,595 231,457 — 1,568,552 
           Prior-period gross
               charge-offs		— 18 — 4 — 24 — 46 
Residential line of credit
Performing— — — — — — 528,439 528,439 
Nonperforming— — — — — — 2,473 2,473 
Total— — — — — — 530,912 530,912 
           Prior-period gross
               charge-offs		— — — — — — — — 
Consumer and other
Performing104,399 91,557 45,187 34,928 24,040 93,833 6,890 400,834 
Nonperforming528 1,025 2,562 1,819 1,264 3,841 — 11,039 
       Total104,927 92,582 47,749 36,747 25,304 97,674 6,890 411,873 
            Prior-period gross
               charge-offs		1,463 564 139 201 110 372 2 2,851 
Total consumer type loans
Performing302,936 592,185 444,525 180,412 105,945 320,420 535,329 2,481,752 
Nonperforming604 3,590 6,588 5,665 1,954 8,711 2,473 29,585 
       Total$303,540 $595,775 $451,113 $186,077 $107,899 $329,131 $537,802 $2,511,337 
             Prior-period gross
                 charge-offs		1,463 582 139 205 110 396 2 2,897 
Nonaccrual and Past Due Loans
Nonperforming loans include loans that are no longer accruing interest (nonaccrual loans) and loans past due ninety or more days and still accruing interest.
The following tables represent an analysis of the aging by class of financing receivable as of June 30, 2024 and December 31, 2023:
June 30, 202430-89 days
past due and accruing
interest		90 days or 
more and accruing
interest 		Nonaccrual
loans		Loans current
on payments
and accruing
interest 		Total
Commercial and industrial$1,334 $65 $22,797 $1,590,111 $1,614,307 
Construction11,767 1,306 4,590 1,182,460 1,200,123 
Residential real estate:
1-to-4 family mortgage23,244 11,643 6,687 1,542,455 1,584,029 
Residential line of credit2,282 1,738 235 555,104 559,359 
Multi-family mortgage— — 29 597,010 597,039 
Commercial real estate:
Owner occupied274 — 9,163 1,265,268 1,274,705 
Non-owner occupied3,512 — 3,147 2,028,443 2,035,102 
Consumer and other13,767 2,306 9,517 419,299 444,889 
Total$56,180 $17,058 $56,165 $9,180,150 $9,309,553 
 
21
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
December 31, 202330-89 days
past due and accruing
interest		90 days or 
more and accruing
interest 		Nonaccrual
loans		Loans current on payments and accruing interest Total
Commercial and industrial$732 $— $21,730 $1,698,271 $1,720,733 
Construction6,579 165 2,872 1,387,697 1,397,313 
Residential real estate:
1-to-4 family mortgage21,768 9,355 6,718 1,530,711 1,568,552 
Residential line of credit2,464 1,337 1,136 525,975 530,912 
Multi-family mortgage— — 32 603,772 603,804 
Commercial real estate:
Owner occupied480 — 3,188 1,228,403 1,232,071 
Non-owner occupied4,059 — 3,351 1,936,115 1,943,525 
Consumer and other10,961 1,836 9,203 389,873 411,873 
Total$47,043 $12,693 $48,230 $9,300,817 $9,408,783 
The following tables provide the amortized cost basis of loans on non-accrual status, as well as any related allowance as of June 30, 2024 and December 31, 2023 by class of financing receivable.
June 30, 2024Nonaccrual
with no
related
allowance		Nonaccrual
with
related
allowance		Related
allowance
Commercial and industrial$9,109 $13,688 $8,941 
Construction2,753 1,837 270 
Residential real estate:
1-to-4 family mortgage1,972 4,715 126 
Residential line of credit148 87 2 
Multi-family mortgage— 29 1 
Commercial real estate:
Owner occupied7,684 1,479 287 
Non-owner occupied3,119 28 1 
Consumer and other— 9,517 493 
Total$24,785 $31,380 $10,121 
December 31, 2023
Nonaccrual
with no
related
allowance		Nonaccrual
with
related
allowance		Related
allowance
Commercial and industrial$3,678 $18,052 $5,011 
Construction2,267 605 59 
Residential real estate:
1-to-4 family mortgage1,444 5,274 103 
Residential line of credit685 451 8 
Multi-family mortgage— 32 1 
Commercial real estate:
Owner occupied2,920 268 15 
Non-owner occupied3,316 35 1 
Consumer and other— 9,203 498 
Total$14,310 $33,920 $5,696 





22
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following presents interest income recognized on nonaccrual loans for the three and six months ended June 30, 2024:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Commercial and industrial$345 $28 $569 $48 
Construction79 46 140 52 
Residential real estate:
1-to-4 family mortgage34 70 34 149 
Residential line of credit23 27 39 51 
Multi-family mortgage1 — 1 1 
Commercial real estate:
Owner occupied75 39 124 97 
Non-owner occupied54 55 89 137 
Consumer and other— 143 — 316 
Total$611 $408 $996 $851 
Accrued interest receivable written off as an adjustment to interest income amounted to $207 and $408 for the three and six months ended June 30, 2024, respectively, and $163 and $344 for the three and six months ended June 30, 2023, respectively.
Loan Modifications to Borrowers Experiencing Financial Difficulty
Occasionally, the Company may make certain modifications of loans to borrowers experiencing financial difficulty. These modifications may be in the form of an interest rate reduction, a term extension, principal forgiveness, payment deferral or a combination thereof. Upon the Company's determination that a modified loan has subsequently been deemed uncollectible, the portion of the loan deemed uncollectible is charged off against the allowance for credit losses on loans HFI. The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.
The following tables present the amortized cost of FDM loans as of June 30, 2024 by class of financing receivable and type of concession granted that were modified during the three and six months ended June 30, 2024.

Three Months Ended
June 30, 2024		Term extensionPayment deferral and term extensionInterest rate reduction and term extensionTotal% of total class of financing receivables
Consumer and other$18 $— $98 $116 — %
     Total$18 $— $98 $116 — %
Six Months Ended
June 30, 2024		Term extensionPayment deferral and term extensionInterest rate reduction and term extensionTotal% of total class of financing receivables
Construction$— $14,236 $— $14,236 1.2 %
Commercial real estate:
Non-owner occupied10,351 — — 10,351 0.5 %
Consumer and other40 — 98 138 — %
     Total$10,391 $14,236 $98 $24,725 0.3 %
During the three and six months ended June 30, 2023, the Company modified two residential mortgage loans in the form of term extensions for borrowers experiencing financial difficulties with balances totaling $141.
No financing receivables modified in the preceding twelve months had a payment default during the three and six months ended June 30, 2024. Defaults are defined as the earlier of the FDM being placed on non-accrual status or reaching 90 days past due with respect to principal and/or interest payments. At June 30, 2024 and December 31, 2023, the Company had no commitments to lend additional funds to borrowers whose loans were classified as an FDM.
23
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficultly:
Three Months Ended June 30, 2024Weighted average term extension
(in months)		Weighted average payment deferral
(in months)		Weighted average interest rate reduction
Consumer and other21—1.49%
Six Months Ended June 30, 2024
Weighted average term extension
(in months)		Weighted average payment deferral
(in months)		Weighted average interest rate reduction
Construction63—
Commercial real estate:
Non-owner occupied6——
Consumer and other25—1.49%
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The table below depicts the performance of loans HFI held for investment as of June 30, 2024 made to borrowers experiencing financial difficulty that were modified in the prior twelve months.
June 30, 202430-89 days
past due and accruing
interest		90 days or 
more and accruing
interest
Nonaccrual
loans(1)
Loans current
on payments
and accruing
interest 		Total
Construction$— $— $— $14,236 $14,236 
Residential real estate:
1-to-4 family mortgage— — 24 — 24 
Commercial real estate:
Non-owner occupied— — — 10,351 10,351 
Consumer and other— — — 138 138 
Total$— $— $24 $24,725 $24,749 
(1) Loans were on non-accrual when modified and subsequently classified as FDM.
Collateral-Dependent Loans
For collateral-dependent loans, or those loans for which repayment is expected to be provided substantially through the operation or sale of collateral, where the borrower is also experiencing financial difficulty, the following tables present the loans and the corresponding individually assessed allowance for credit losses by class of financing receivable. Significant changes in individually assessed reserves are due to changes in the valuation of the underlying collateral in addition to changes in accrual and past due status.
24
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
June 30, 2024
Type of Collateral
Real EstateFarmlandBusiness AssetsTotalIndividually assessed allowance for credit loss
Commercial and industrial$82 $363 $21,687 $22,132 $8,870 
Construction23,041 1,653 — 24,694 567 
Residential real estate:
1-to-4 family mortgage3,892 — — 3,892 58 
Residential line of credit733 — — 733 15 
Multi-family mortgage— — — — — 
Commercial real estate:
Owner occupied1,426 7,142 8,568 258 
Non-owner occupied18,141 — — 18,141 — 
Total$47,315 $9,158 $21,687 $78,160 $9,768 
December 31, 2023
Type of Collateral
Real EstateFarmlandBusiness AssetsTotalIndividually assessed allowance for credit loss
Commercial and industrial$— $363 $20,599 $20,962 $4,946 
Construction8,224 — — 8,224 30 
Residential real estate:
1-to-4 family mortgage5,317 — — 5,317 129 
Residential line of credit1,245 — — 1,245 10 
Commercial real estate:
Owner occupied1,975 1,160 — 3,135 — 
Non-owner occupied3,316 — — 3,316 — 
Consumer and other112 — — 112 21 
Total$20,189 $1,523 $20,599 $42,311 $5,136 
Allowance for Credit Losses on Loans HFI
The Company performed evaluations within its established qualitative framework, assessing the impact of the current economic outlook, including: continued actions taken by the Federal Reserve with regard to monetary policy, interest rates and the potential impact of those actions, potential impact of persistent high inflation on economic growth, potential negative economic forecasts, and other considerations. The increase in the allowance for credit losses on loans HFI as of June 30, 2024 compared with December 31, 2023 is primarily the result of expected deterioration in the CRE portfolio which was adjusted upward qualitatively to address risks not captured by the model. These adjustments factor in the possibility that the economy may be nearing a recession, reflected through deterioration in asset quality projected over life of the loan portfolio. As of June 30, 2024, all CRE asset classes are expected to be negatively impacted by slowing demand coupled with refinancing risk in the current rate environment.







25
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables provide the changes in the allowance for credit losses on loans HFI by class of financing receivable for the three and six months ended June 30, 2024 and 2023:
 Commercial
and industrial 		Construction1-to-4
family
residential
mortgage 		Residential
line of credit 		Multi-family
residential
mortgage 		Commercial
real estate
owner
occupied 		Commercial
real estate
non-owner
occupied 		Consumer
and other 		Total
Three Months Ended June 30, 2024
Beginning balance -
March 31, 2024
$17,272 $37,308 $26,128 $9,918 $8,973 $10,749 $23,949 $17,370 $151,667 
Provision for (reversal of)
    credit losses on loans
    HFI		5,264 (3,138)(214)179 (163)375 594 1,043 3,940 
Recoveries of loans
previously charged-off
20 — 10 — — 188 — 143 361 
Loans charged off(26)— (293)— — — — (594)(913)
Ending balance -
June 30, 2024
$22,530 $34,170 $25,631 $10,097 $8,810 $11,312 $24,543 $17,962 $155,055 
Six Months Ended June 30, 2024
Beginning balance -
December 31, 2023
$19,599 $35,372 $26,505 $9,468 $8,842 $10,653 $22,965 $16,922 $150,326 
Provision for (reversal of)
    credit losses on loans
    HFI		2,966 (1,110)(647)649 (32)431 1,578 1,957 5,792 
Recoveries of loans
previously charged-off
34 — 66 — — 228 — 449 777 
Loans charged off(69)(92)(293)(20)— — — (1,366)(1,840)
Ending balance -
June 30, 2024
$22,530 $34,170 $25,631 $10,097 $8,810 $11,312 $24,543 $17,962 $155,055 
 Commercial
and industrial 		Construction1-to-4
family
residential
mortgage 		Residential
line of credit 		Multi-family
residential
mortgage 		Commercial
real estate
owner
occupied 		Commercial
real estate
non-owner
occupied 		Consumer
and other 		Total
Three Months Ended June 30, 2023
Beginning balance -
March 31, 2023
$11,117 $41,025 $27,213 $9,034 $6,619 $7,952 $21,868 $13,981 $138,809 
Provision for (reversal of)
    credit losses on loans
    HFI		192 (1,115)185 151 209 643 1,009 1,301 2,575 
Recoveries of loans
previously charged-off
13 10 25 — — 16 — 108 172 
Loans charged off(11)— (16)— — (144)— (721)(892)
Ending balance -
June 30, 2023
$11,311 $39,920 $27,407 $9,185 $6,828 $8,467 $22,877 $14,669 $140,664 
Six Months Ended June 30, 2023 
Beginning balance -
December 31, 2022
$11,106 $39,808 $26,141 $7,494 $6,490 $7,783 $21,916 $13,454 $134,192 
Provision for (reversal of)
    credit losses on loans
    HFI		182 102 1,258 1,691 338 746 961 2,294 7,572 
Recoveries of loans
previously charged-off
80 10 40 — — 82 — 347 559 
Loans charged off(57)— (32)— — (144)— (1,426)(1,659)
Ending balance -
   June 30, 2023		$11,311 $39,920 $27,407 $9,185 $6,828 $8,467 $22,877 $14,669 $140,664 
26
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (4)—Other real estate owned
The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at the lower of the carrying amount of the underlying loan or the fair value of the real estate less costs to sell. The following table summarizes the other real estate owned for the three and six months ended June 30, 2024 and 2023: 
Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Balance at beginning of period$3,613 $4,085 $3,192 $5,794 
Transfers from loans1,647 358 2,400 593 
Proceeds from sale of other real estate owned(1,045)(3,124)(1,434)(5,155)
(Loss) gain on sale of other real estate owned(42)655 15 742 
Balance at end of period$4,173 $1,974 $4,173 $1,974 
Included within the other real estate owned balance above, foreclosed residential real estate properties totaled $2,904 and $2,414 as of June 30, 2024 and December 31, 2023, respectively.
The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $1,919 and $3,377 as of June 30, 2024 and December 31, 2023, respectively.
Note (5)—Leases
As of June 30, 2024, the Company was the lessee in 45 operating leases and 1 finance lease of certain branch, mortgage and operations locations with original terms greater than one year.
Many leases include options to renew, with terms that can extend the lease up to an additional 20 years or more. Certain lease agreements contain provisions to periodically adjust rental payments for inflation. Renewal options that management is reasonably certain to renew and fixed rent escalations are included in the right-of-use asset and lease liability.
Information related to the Company's leases is presented below as of June 30, 2024 and December 31, 2023:
June 30,December 31,
Classification20242023
Right-of-use assets:
Operating leasesOperating lease right-of-use assets$49,123$54,295
Finance leasesPremises and equipment, net1,2011,256
Total right-of-use assets$50,324$55,551
Lease liabilities:
Operating leasesOperating lease liabilities$61,932$67,643
Finance leasesBorrowings 1,2781,326
Total lease liabilities $63,210$68,969
Weighted average remaining lease term (in years) -
    operating		11.211.6
Weighted average remaining lease term (in years) -
    finance		10.911.4
Weighted average discount rate - operating3.34 %3.39 %
Weighted average discount rate - finance1.76 %1.76 %
27
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The components of total lease expense included in the consolidated statements of income were as follows:
Three Months EndedSix Months Ended
June 30,June 30,
Classification2024 2023 2024 2023 
Operating lease costs:
Amortization of right-of-use assetOccupancy and equipment$1,759 $2,307 $3,686 $4,122 
Short-term lease costOccupancy and equipment89 143 186 264 
Variable lease costOccupancy and equipment367 326 703 624 
Gain on lease modifications and
    terminations
Occupancy and equipment— (1)— (73)
Finance lease costs:
Interest on lease liabilitiesInterest expense on borrowings5 6 11 12 
Amortization of right-of-use assetOccupancy and equipment27 27 55 55 
Sublease income Occupancy and equipment(139)(215)(311)(496)
Total lease cost$2,108 $2,593 $4,330 $4,508 
The Company does not separate lease and non-lease components and instead elects to account for them as a single lease component. Variable lease cost primarily represents variable payments such as common area maintenance, utilities, and property taxes.
A maturity analysis of operating and finance lease liabilities and a reconciliation of cash flows to lease liabilities as of June 30, 2024 is as follows:
OperatingFinance
Leases Lease
Lease payments due:
June 30, 2025$4,175 $60 
June 30, 20268,195 121 
June 30, 20278,054 123 
June 30, 20287,602 125 
June 30, 20296,649 127 
Thereafter41,875 850 
     Total undiscounted future minimum lease payments76,550 1,406 
Less: imputed interest(14,618)(128)
     Lease liabilities$61,932 $1,278 
28
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (6)—Mortgage servicing rights
Changes in the Company’s mortgage servicing rights were as follows for the three and six months ended June 30, 2024 and 2023:
 Three Months Ended June 30,Six Months Ended June 30,
 202420232024 2023 
Carrying value at beginning of period$165,674 $164,879 $164,249 $168,365 
Capitalization1,518 2,273 2,649 4,061 
Change in fair value:
    Due to payoffs/paydowns
(3,825)(3,269)(6,549)(5,789)
    Due to change in valuation inputs or assumptions1,138 2,550 4,156 (204)
        Carrying value at end of period$164,505 $166,433 $164,505 $166,433 
The following table summarizes servicing income and expense, which are included in mortgage banking income and other noninterest expense, respectively, in the consolidated statements of income for the three and six months ended June 30, 2024 and 2023: 
 Three Months Ended June 30,Six Months Ended June 30,
 202420232024 2023 
   Servicing income$7,316 $7,586 $14,663 $15,354 
   Change in fair value of mortgage servicing rights(2,687)(719)(2,393)(5,993)
   Change in fair value of derivative hedging instruments(1,649)(3,503)(4,984)(1,636)
Servicing income
2,980 3,364 7,286 7,725 
Servicing expenses1,933 2,331 3,880 4,214 
          Net servicing income
$1,047 $1,033 $3,406 $3,511 
Data and key economic assumptions related to the Company’s mortgage servicing rights as of June 30, 2024 and December 31, 2023 are as follows: 
 June 30,December 31,
 20242023
Unpaid principal balance of mortgage loans sold and serviced for others$10,523,778 $10,762,906 
Weighted-average prepayment speed (CPR)6.03 %6.19 %
Estimated impact on fair value of a 10% increase$(4,328)$(4,616)
Estimated impact on fair value of a 20% increase$(8,381)$(8,924)
Discount rate10.3 %9.62 %
Estimated impact on fair value of a 100 bp increase$(7,569)$(7,637)
Estimated impact on fair value of a 200 bp increase$(14,500)$(14,624)
Weighted-average coupon interest rate3.54 %3.47 %
Weighted-average servicing fee (basis points)2727
Weighted-average remaining maturity (in months)335334
The Company economically hedges the mortgage servicing rights portfolio with various derivative instruments to offset changes in the fair value of the related mortgage servicing rights. See Note 9, “Derivatives” for additional information on these hedging instruments.
As of June 30, 2024 and December 31, 2023, mortgage escrow deposits totaled $107,752 and $63,591, respectively.
29
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (7)—Income taxes
The following table presents a reconciliation of income taxes for the three and six months ended June 30, 2024 and 2023:
 Three Months Ended June 30,Six Months Ended June 30,
 2024 2023 2024 2023 
Federal taxes calculated at
    statutory rate		$10,691 21.0 %$9,480 21.0 %$17,883 21.0 %$19,156 21.0 %
  Increase (decrease) resulting
    from:
State taxes, net of federal
   benefit		77 0.1 %647 1.4 %210 0.2 %898 1.0 %
Expense from equity based
   compensation		21 — %69 0.2 %76 0.1 %184 0.2 %
Municipal interest income,
  net of interest
  disallowance		(328)(0.6)%(451)(1.0)%(701)(0.8)%(907)(1.0)%
Bank-owned life insurance(521)(1.0)%(79)(0.2)%(611)(0.7)%(206)(0.2)%
Section 162(m) limitation44 0.1 %103 0.2 %204 0.2 %230 0.2 %
Other935 1.8 %66 0.2 %158 0.2 %177 0.2 %
Income tax expense, as
   reported		$10,919 21.4 %$9,835 21.8 %$17,219 20.2 %$19,532 21.4 %
Note (8)—Commitments and contingencies
Commitments to extend credit and letters of credit
The Company issues certain financial instruments to meet customer financing needs, including loan commitments, credit lines and letters of credit. The agreements associated with these type of unfunded loan commitments provide credit or support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.
The same credit and underwriting policies the Company uses to evaluate and underwrite loans are also used to originate unfunded loan commitments, including obtaining collateral at exercise of the commitment. These unfunded loan commitments are only recorded in the consolidated financial statements when drawn upon and many expire without being used. The Company's maximum off-balance sheet exposure to credit loss from these unfunded loan commitments is represented by the contractual amount of these instruments.
June 30,December 31,
 2024 2023 
Commitments to extend credit, excluding interest rate lock commitments$2,722,677 $2,906,016 
Letters of credit87,329 77,055 
Balance at end of period$2,810,006 $2,983,071 
As of June 30, 2024 and December 31, 2023, unfunded loan commitments included above with floating interest rates totaled $2,474,058 and $2,459,669, respectively.
As part of its credit loss process, the Company estimates expected credit losses on its unfunded loan commitments under the CECL methodology. When applying this methodology, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions.
The table below presents activity within the allowance for credit losses on unfunded loan commitments included in accrued expenses and other liabilities on the Company's consolidated balance sheets:
Three Months Ended June 30,Six Months Ended June 30,
2024 20232024 2023 
Balance at beginning of period$7,700 $18,463 $8,770 $22,969 
Reversal of credit losses on unfunded commitments(1,716)(3,653)(2,786)(8,159)
Balance at end of period$5,984 $14,810 $5,984 $14,810 
30
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Loan repurchases or indemnifications
In connection with the sale of mortgage loans to third-party private investors or government sponsored agencies, the Company makes representations and warranties as to the propriety of its origination activities, which are typical and customary to these types of transactions. Occasionally, investors require the Company to repurchase loans sold to them under the terms of the warranties. When this happens, the loans are recorded at fair value in loans HFI. The total principal amount of loans repurchased (or indemnified for) was $1,433 and $3,511 for the three and six months ended June 30, 2024, respectively and $1,371 and $4,697 for the three and six months ended June 30, 2023, respectively.
The Company maintains a reserve associated with potential repurchases of loans previously sold included in accrued expenses and other liabilities on the Company's consolidated balance sheets. The following table summarizes this activity:
Three Months Ended June 30,Six Months Ended June 30,
 2024 2023 2024 2023 
Balance at beginning of period$930 $1,358 $899 $1,621 
Provision for (reversal of) loan repurchases or
   indemnifications		75 (200)125 (450)
Losses on loans repurchased or indemnified(194)(29)(213)(42)
Balance at end of period$811 $1,129 $811 $1,129 
Legal Proceedings
Various legal claims arise from time to time in the normal course of business, which, in the opinion of management, will not have a material effect on the Company’s consolidated financial statements.
Note (9)—Derivatives
The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as interest rate exposure for its customers. Derivative financial instruments are included in the consolidated balance sheets line items other assets or other liabilities at fair value in accordance with ASC 815, “Derivatives and Hedging.” See Note 1, “Basis of presentation” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for additional information on the Company’s accounting policies related to derivative instruments and hedging activities.
Derivatives designated as fair value hedges
The Company enters into fair value hedging relationships using interest rates swaps to mitigate the Company’s exposure to losses in market value as interest rates change. Derivative instruments that are used as part of the Company’s interest rate risk management strategy include interest rate swaps that relate to pricing of specific balance sheet assets and liabilities. Interest rate swaps generally involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date. The critical terms of the interest rate swaps match the terms of the corresponding hedged items. All components of each derivative instrument’s gain or loss are included in the assessment of hedge effectiveness. Any initial and ongoing assessment of expected hedge effectiveness is based on regression analysis.
At June 30, 2024, the Company did not have any interest rate swaps that were designated as fair value hedges. At December 31, 2023, the Company had interest rate swaps designated as fair value hedges to convert fixed rate money market deposits to variable with notional values totaling $200,000 and market values totaling $(4,497) recorded in other liabilities on the consolidated balance sheets. Additionally at December 31, 2023, the Company had an interest rate swap designated as a fair value hedge on subordinated debt with a notional value of $100,000 and market value of $(673) recorded in other liabilities on the consolidated balance sheets.
During the six months ended June 30, 2024, the Company terminated interest rate swaps that were designated as fair value hedges on fixed rate money market deposits and the interest rate swaps covering subordinated debt matured. For the terminated swaps, notional values totaled $200,000 and market values totaled $(4,588) at termination. The remaining fair value adjustment on the terminated hedging relationships will be amortized into interest expense over the respective contract terms of the original hedges. For the matured swap, the notional value totaled $100,000 prior to maturity. The swap involved the receipt of fixed rate amounts from a counterparty in exchange for the Company making variable rate payments over the life of the agreement.
31
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following discloses the amount of expense included in interest expense on deposits and borrowings, related to the Company's fair value hedging instruments:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Designated fair value hedge:
     Interest expense on deposits$— $(1,769)$— $(3,277)
     Interest expense on borrowings— (894)(645)(1,654)
       Total$— $(2,663)$(645)$(4,931)

During the three and six months ended June 30, 2024, amortization expense totaling $1,752 and $3,595, respectively, related to the terminated fair value hedges was recognized as an increase to interest expense on deposits. As of June 30, 2024, the remaining fair value adjustment related to the terminated fair value hedges of $(993) is included in money market and savings deposits on the consolidated balance sheets.
The following amounts were recorded on the balance sheet related to cumulative adjustments of fair value hedges as of December 31, 2023:
December 31, 2023
Line item on the balance sheetCarrying amount of the hedged itemCumulative decrease in fair value hedging adjustment included in the carrying amount of the hedged item
Money market and savings deposits$198,143 
(1)
$(4,497)
Borrowings98,715 
(2)
(673)
      Total$296,858 $(5,170)
(1) The carrying value also includes an unaccreted purchase accounting fair value premium of $2,640 as of December 31, 2023.
(2) The carrying value also includes unamortized subordinated debt issuance costs of $612 as of December 31, 2023.
Derivatives designated as cash flow hedges
The Company enters into cash flow hedging relationships using interest rate swaps to mitigate the exposure to the variability in future cash flows or other forecast transactions associated with its floating rate assets and liabilities. The Company uses interest rate swap agreements to hedge the repricing characteristics of its floating rate subordinated debt. All components of each derivative instrument’s gain or loss are included in the assessment of hedge effectiveness. Any initial and ongoing assessment of expected hedge effectiveness is based on regression analysis. The ongoing periodic measures of hedge ineffectiveness are based on the expected change in cash flows of the hedged item caused by changes in the benchmark interest rate.
The following presents a summary of the Company's designated cash flow hedges as of the dates presented:
June 30, 2024December 31, 2023
Notional AmountEstimated fair valueBalance sheet locationNotional AmountEstimated fair valueBalance sheet location
Interest rate swap agreements-
   subordinated debt		$9,000 $80 Other assets$30,000 $579 Other assets

During the three months ended June 30, 2024, a cash flow hedge with a notional amount of $21,000 matured.
The Company's consolidated statements of income included gains of $275 and $522 for the three and six months ended June 30, 2024, respectively, and $232 and $429 for three and six months ended June 30, 2023, respectively, in interest expense on borrowings related to these cash flow hedges. The cash flow hedges were highly effective during the periods presented and as a result qualified for hedge accounting treatment. As such, no amounts were reclassified from accumulated other comprehensive loss into earnings as a result of hedge ineffectiveness during any period presented.


32
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following discloses the amount included in other comprehensive loss, net of tax, for derivative instruments designated as cash flow hedges for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Amount of (loss) gain recognized in other comprehensive
 income (loss), net of tax (benefit) expense of $(68), $6,
 $(130) and $(64)
$(195)$17 $(369)$(180)
Derivatives not designated as hedging instruments
Derivatives not designated under hedge accounting rules include those that are entered into as either economic hedges as part of the Company’s overall risk management strategy or to facilitate client needs. Economic hedges are those that are not designated as a fair value or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of the Company.
The Company enters into derivative instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.
The Company enters into interest rate-lock commitments on residential loan commitments that will be held for resale. These are considered derivative instruments with no hedge accounting designation, and the interest rate exposure on these commitments is economically hedged primarily with forward contracts. Gains and losses arising from changes in the valuation of the interest rate-lock commitments are recognized currently in earnings and are reflected under the line item mortgage banking income in the consolidated statements of income.
The Company also enters into forwards, futures and option contracts to economically hedge the change in fair value of mortgage servicing rights. Gains and losses associated with these instruments are included in earnings and are reflected under the line item mortgage banking income in the consolidated statements of income.
The following tables provide details on the Company’s non-designated derivative financial instruments as of the dates presented:
June 30, 2024
Notional AmountAssetLiability
  Interest rate contracts$549,564 $34,935 $34,967 
  Forward commitments201,000 191 — 
  Interest rate-lock commitments108,694 1,380 — 
  Futures contracts232,500 490 — 
    Total$1,091,758 $36,996 $34,967 
 December 31, 2023
 Notional AmountAssetLiability
  Interest rate contracts$569,865 $32,179 $32,184 
  Forward commitments159,000 — 861 
  Interest rate-lock commitments69,217 1,203 — 
  Futures contracts254,000 777 — 
    Total$1,052,082 $34,159 $33,045 







33
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
(Losses) gains included in the consolidated statements of income related to the Company’s non-designated derivative financial instruments were as follows:
Three Months Ended June 30,Six Months Ended June 30,
 2024 2023 2024 2023 
Included in mortgage banking income:
  Interest rate lock commitments$(693)$(1,028)$176 $179 
  Forward commitments334 1,031 434 736 
  Futures contracts(1,402)(2,521)(4,399)(584)
  Option contracts— (461)— (1,125)
    Total$(1,761)$(2,979)$(3,789)$(794)
Netting of Derivative Instruments
Certain financial instruments, including derivatives, may be eligible for offset on the consolidated balance sheets when the “right of offset” exists or when the instruments are subject to an enforceable master netting agreement, which includes the right of the non-defaulting party or non-affected party to offset recognized amounts, including collateral posted with the counterparty, to determine a net receivable or net payable upon early termination of the agreement. Certain of the Company’s derivative instruments are subject to master netting agreements, however the Company has not elected to offset such financial instruments on the consolidated balance sheets. The following table presents the Company's gross derivative positions as recognized on the consolidated balance sheets as well as the net derivative positions, including collateral pledged to the extent the application of such collateral did not reduce the net derivative liability position below zero, had the Company elected to offset those instruments subject to an enforceable master netting agreement:
Gross amounts not offset on the consolidated balance sheets
Gross amounts recognizedGross amounts offset on the consolidated balance sheetsNet amounts presented on the consolidated balance sheetsFinancial instrumentsFinancial collateral pledgedNet Amount
June 30, 2024
Derivative financial assets$34,541 $— $34,541 $561 $— $33,980 
Derivative financial liabilities$10,066 $— $10,066 $561 $9,505 $— 
December 31, 2023
Derivative financial assets$31,468 $— $31,468 $6,502 $— $24,966 
Derivative financial liabilities$11,330 $— $11,330 $6,502 $4,828 $— 
Collateral Requirements
Most derivative contracts with customers are secured by collateral. Additionally, in accordance with the interest rate agreements with derivative counterparties, the Company may be required to post collateral with these derivative counterparties. As of June 30, 2024 and December 31, 2023, the Company had collateral posted of $13,869 and $14,042, respectively, against its obligations under these agreements. Cash pledged as collateral on derivative contracts is recorded in other assets on the consolidated balance sheets.







34
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (10)—Fair value of financial instruments
FASB ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.
The hierarchy is broken down into the following three levels, based on the reliability of inputs:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.
35
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The Company records the fair values of financial assets and liabilities on a recurring and nonrecurring basis using the following methods and assumptions:
Investment securities
Investment securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Investment securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2.
Loans held for sale
Mortgage loans held for sale are carried at fair value determined using current secondary market prices for loans with similar characteristics, that is, using Level 2 inputs. GNMA optional repurchase loans recorded as held for sale loans are carried at their principal balance.
Derivatives
The fair value of the Company's interest rate swap agreements to facilitate customer transactions are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. The fair value of interest rate lock commitments associated with the mortgage pipeline is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. The fair values of the Company's designated cash flow and fair value hedges are determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows. The fair values of both the Company's hedges, including designated cash flow hedges and designated fair value hedges are based on pricing models that utilize observable market inputs. These financial instruments are classified as Level 2.
OREO
OREO is comprised of properties obtained in partial or total satisfaction of loan obligations and excess land and facilities held for sale. OREO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. OREO valuations are classified as Level 3.
Mortgage servicing rights
MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.
Collateral- dependent loans
Collateral-dependent loans are loans for which, based on current information and events, the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral and it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral-dependent loans are classified as Level 3.



36
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The balances and levels of the assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 are presented in the following tables:
At June 30, 2024Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Recurring valuations:    
Financial assets:     
Available-for-sale securities:    
U.S. government agency securities$— $428,608 $— $428,608 
Mortgage-backed securities - residential— 864,272 — 864,272 
Mortgage-backed securities - commercial— 16,103 — 16,103 
Municipal securities— 169,977 — 169,977 
Corporate securities— 3,419 — 3,419 
Total securities$— $1,482,379 $— $1,482,379 
Loans held for sale, at fair value$— $84,521 $— $84,521 
Mortgage servicing rights— — 164,505 164,505 
Derivatives— 37,076 — 37,076 
Financial Liabilities:
Derivatives— 34,967 — 34,967 
At December 31, 2023Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Recurring valuations:    
Financial assets:     
Available-for-sale securities:    
U.S. government agency securities$— $203,956 $— $203,956 
Mortgage-backed securities - residential— 896,971 — 896,971 
Mortgage-backed securities - commercial— 16,961 — 16,961 
Municipal securities — 242,263 — 242,263 
U.S. Treasury securities— 108,496 — 108,496 
Corporate securities— 3,326 — 3,326 
Total securities$— $1,471,973 $— $1,471,973 
Loans held for sale, at fair value$— $46,618 $— $46,618 
Mortgage servicing rights— — 164,249 164,249 
Derivatives— 34,738 — 34,738 
Financial Liabilities:
Derivatives— 38,215 — 38,215 











37
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The balances and levels of the assets measured at fair value on a nonrecurring basis as of June 30, 2024 and December 31, 2023 are presented in the following tables: 
At June 30, 2024Quoted prices
in active
markets for
identical assets
(liabilities
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Nonrecurring valuations:    
Financial assets:    
Other real estate owned$— $— $2,417 $2,417 
Collateral-dependent net loans held for
   investment:
Commercial and industrial— — 3,699 3,699 
Construction— — 7,138 7,138 
Residential real estate:
1-4 family mortgage— — 499 499 
Residential line of credit— — 570 570 
Commercial real estate:
Owner occupied— — 625 625 
Total collateral-dependent loans$— $— $12,531 $12,531 
 
At December 31, 2023Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2)		Significant unobservable
inputs
(level 3)		Total
Nonrecurring valuations:    
Financial assets:    
Other real estate owned$— $— $2,400 $2,400 
Collateral-dependent net loans held for
    investment:
Commercial and industrial$— $— $12,338 $12,338 
Construction— — 203 203 
Residential real estate:
1-4 family mortgage— — 429 429 
Consumer and other— — 71 71 
Total collateral-dependent loans$— $— $13,041 $13,041 












38
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Historically, the Company had a portfolio of acquired commercial loans. There were no such loans outstanding as of June 30, 2024 as the last relationship was exited during the year ended December 31, 2023. These commercial loans were measured at fair value. As such, these loans were excluded from the ACL.
The following table sets forth the changes in fair value associated with this portfolio for the three and six months ended June 30, 2023:
Three Months Ended June 30, 2023
Principal balanceFair Value discountFair Value
Carrying value at beginning of period$12,467 $(2,957)$9,510 
Change in fair value:
  Pay-downs and pay-offs(235)— (235)
  Changes in valuation included in other noninterest income— (8)(8)
    Carrying value at end of period$12,232 $(2,965)$9,267 
Six Months Ended June 30, 2023
Principal balanceFair Value discountFair Value
Carrying value at beginning of period$34,357 $(3,867)$30,490 
Change in fair value:
   Paydowns and payoffs(22,125)— (22,125)
   Changes in valuation included in other noninterest income— 902 902 
      Carrying value at end of period$12,232 $(2,965)$9,267 
The significant unobservable inputs (Level 3) used in the valuation and changes in fair value associated with the Company's mortgage servicing rights for the three and six months ended June 30, 2024 and 2023 are detailed at Note 6, “Mortgage servicing rights.”
The following tables present information as of June 30, 2024 and December 31, 2023 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:
June 30, 2024
Financial instrumentFair ValueValuation techniqueSignificant 
unobservable inputs		Range of
inputs
Collateral-dependent net loans
   held for investment		$12,531 Valuation of collateralDiscount for comparable sales
10%-82%
Other real estate owned$2,417 Appraised value of property less costs to sellDiscount for costs to sell
0%-15%
December 31, 2023
Financial instrumentFair ValueValuation techniqueSignificant 
unobservable inputs		Range of
inputs
Collateral-dependent net loans
    held for investment		$13,041 Valuation of collateralDiscount for comparable sales
10%-61%
Other real estate owned$2,400 Appraised value of property less costs to sellDiscount for costs to sell
0%-15%
Fair value for collateral-dependent loans is determined based on the estimated value of the collateral securing the loans, less estimated selling costs and closing costs related to liquidation of the collateral. For loans secured by real estate, the fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel. For non-real estate collateral, fair value is determined based on various sources, including third party asset valuation and internally determined values based on cost adjusted or other judgmentally determined factors. Collateral-dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on changes in market conditions from the time of valuation and management's knowledge of the borrower and borrower's business. As of June 30, 2024 and December 31, 2023, total amortized cost of collateral-dependent loans measured on a nonrecurring basis amounted to $22,301 and $18,166, respectively. The allowance for credit losses is calculated as the amount for which the loan’s amortized cost basis exceeds fair value.
Other real estate owned acquired in settlement of indebtedness is recorded at fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Any write-downs based on the asset's fair value at the date of foreclosure are charged to the allowance for credit losses.
39
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Appraisals for both collateral-dependent loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics. Collateral-dependent loans that are dependent on recovery through sale of equipment, such as farm equipment, automobiles and aircrafts are generally valued based on public source pricing or subscription services while more complex assets are valued through leveraging brokers who have expertise in the collateral involved.
Fair value option
The following table summarizes the Company's loans held for sale as of the dates presented:
June 30,December 31,
20242023
Loans held for sale under a fair value option:
  Mortgage loans held for sale84,521 46,618 
Loans held for sale not accounted for under a fair value option:
  Mortgage loans held for sale - guaranteed GNMA repurchase option22,354 21,229 
               Total loans held for sale$106,875 $67,847 
Mortgage loans held for sale
Net gains of $353 and $556 resulting from fair value changes of mortgage loans were recorded in income during the three and six months ended June 30, 2024, respectively, compared to net losses of $129 and $179 during the three and six months ended June 30, 2023, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans held for sale. The net change in fair value of these loans held for sale and derivatives resulted in a net loss of $4 and a net gain of $1,817 for the three and six months ended June 30, 2024, respectively, compared to net gains of $874 and $453 during the three and six months ended June 30, 2023, respectively. The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in mortgage banking income in the consolidated statements of income. Election of the fair value option allows the Company to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value.
The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these mortgage loans held for sale, valuation adjustments attributable to instrument-specific credit risk is nominal.
The following table summarizes the differences between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of June 30, 2024 and December 31, 2023: 
June 30,December 31,
20242023
Aggregate fair value$84,521 $46,618 
Aggregate unpaid principal balance82,856 45,509 
     Difference$1,665 $1,109 









40
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following table contains the estimated fair values and the related carrying values of the Company's financial instruments. Non-financial instruments are excluded from the table below.
 
 Fair Value
June 30, 2024Carrying amount Level 1Level 2Level 3Total
Financial assets:     
Cash and cash equivalents$800,902 $800,902 $— $— $800,902 
Investment securities1,482,379 — 1,482,379 — 1,482,379 
Net loans held for investment9,154,498 — — 8,854,724 8,854,724 
Loans held for sale, at fair value84,521 — 84,521 — 84,521 
Interest receivable52,781 374 8,056 44,351 52,781 
Mortgage servicing rights164,505 — — 164,505 164,505 
Derivatives37,076 — 37,076 — 37,076 
Financial liabilities: 
Deposits: 
Without stated maturities$8,973,707 $8,973,707 $— $— $8,973,707 
With stated maturities1,494,295 — 1,487,664 — 1,487,664 
Securities sold under agreements to
repurchase and federal funds purchased
76,801 76,801 — — 76,801 
Bank Term Funding Program 130,000 — 129,543 — 129,543 
Subordinated debt, net130,511 — — 124,113 124,113 
Interest payable20,145 4,125 14,520 1,500 20,145 
Derivatives34,967 — 34,967 — 34,967 
 
 Fair Value
December 31, 2023Carrying amount Level 1Level 2Level 3Total
Financial assets:     
Cash and cash equivalents$810,932 $810,932 $— $— $810,932 
Investment securities1,471,973 — 1,471,973 — 1,471,973 
Net loans held for investment9,258,457 — — 9,068,518 9,068,518 
Loans held for sale, at fair value46,618 — 46,618 — 46,618 
Interest receivable52,715 388 8,551 43,776 52,715 
Mortgage servicing rights164,249 — — 164,249 164,249 
Derivatives34,738 — 34,738 — 34,738 
Financial liabilities: 
Deposits: 
Without stated maturities$8,927,654 $8,927,654 $— $— $8,927,654 
With stated maturities1,620,633 — 1,614,400 — 1,614,400 
Securities sold under agreements to
repurchase and federal funds purchased
108,764 108,764 — — 108,764 
Bank Term Funding Program130,000 — 130,000 — 130,000 
Subordinated debt, net129,645 — — 122,671 122,671 
Interest payable18,809 4,104 13,205 1,500 18,809 
Derivatives38,215 — 38,215 — 38,215 
41
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (11)—Segment reporting
The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer, the Company’s chief operating decision maker. The Company has identified two distinct reportable segments—Banking and Mortgage. The Company’s primary segment is Banking, which provides a full range of deposit and lending products and services to corporate, commercial and consumer customers. The Company also originates conforming residential mortgage loans through its Mortgage segment, whose activities also include the servicing of residential mortgage loans and securitization of loans to third party private investors or government sponsored agencies.
Beginning in 2024, the Company began assigning a transfer rate to allocate net interest income to products and business segments. The intent of the transfer rate methodology is to transfer interest rate risk among the segments and allow management to better measure the net interest margin contribution of its assets/liabilities by segment. Changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data. Prior period results have been adjusted to conform to the current methodology.
The following tables present selected financial information with respect to the Company's reportable segments for the three and six months ended June 30, 2024 and 2023.
Three Months Ended June 30, 2024
Banking(2)
MortgageConsolidated
Net interest income$101,468 $1,147 $102,615 
Provisions for (reversal of) credit losses 2,432 (208)2,224 
Mortgage banking income— 16,246 16,246 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (4,336)(4,336)
Other noninterest income13,477 221 13,698 
Depreciation and amortization2,745 116 2,861 
Amortization of intangibles752 — 752 
Other noninterest mortgage banking expense— — — 
Other noninterest expense58,832 12,648 71,480 
Income before income taxes$50,184 $722 $50,906 
Income tax expense10,919 
Net income applicable to FB Financial Corporation and noncontrolling
interest
39,987 
Net income applicable to noncontrolling interest(2)
8 
Net income applicable to FB Financial Corporation$39,979 
Total assets$11,947,550 $587,619 $12,535,169 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.
(2) Banking segment includes noncontrolling interest.







42
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Three Months Ended June 30, 2023
Banking(2)
MortgageConsolidated
Net interest income$99,909 $1,634 $101,543 
(Reversals of) provisions for credit losses (1,149)71 (1,078)
Mortgage banking income— 16,454 16,454 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (4,222)(4,222)
Other noninterest income 11,480 101 11,581 
Depreciation and amortization2,220 232 2,452 
Amortization of intangibles940 — 940 
Other noninterest mortgage banking expense— — — 
Other noninterest expense63,048 14,852 77,900 
Income before income taxes$46,330 $(1,188)$45,142 
Income tax expense9,835 
Net income applicable to FB Financial Corporation and noncontrolling
interest
35,307 
Net income applicable to noncontrolling interest(2)
8 
Net income applicable to FB Financial Corporation$35,299 
Total assets$12,307,231 $580,164 $12,887,395 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.
(2) Banking segment includes noncontrolling interest.

Six Months Ended June 30, 2024
Banking(2)
MortgageConsolidated
Net interest income$200,205 $1,900 $202,105 
Provisions for (reversal of) credit losses 3,270 (264)3,006 
Mortgage banking income— 31,872 31,872 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (7,377)(7,377)
Other noninterest income8,683 392 9,075 
Depreciation and amortization5,453 249 5,702 
Amortization of intangibles1,541 — 1,541 
Other noninterest expense115,679 24,591 140,270 
Income before income taxes$82,945 $2,211 $85,156 
Income tax expense17,219 
Net income applicable to FB Financial Corporation and noncontrolling
interest
67,937 
Net income applicable to noncontrolling interest(2)
8 
Net income applicable to FB Financial Corporation$67,929 
Total assets$11,947,550 $587,619 $12,535,169 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.
(2) Banking segment includes noncontrolling interest.




43
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Six Months Ended June 30, 2023
Banking(2)
MortgageConsolidated
Net interest income$202,179 $3,024 $205,203 
(Reversals of) provisions for credit losses(937)350 (587)
Mortgage banking income— 31,947 31,947 
Change in fair value of mortgage servicing rights, net of hedging(1)
— (7,629)(7,629)
Other noninterest income (loss)22,973 (129)22,844 
Depreciation and amortization4,269 411 4,680 
Amortization of intangibles1,930 — 1,930 
Other noninterest expense126,761 28,361 155,122 
Income before income taxes$93,129 $(1,909)$91,220 
Income tax expense19,532 
Net income applicable to FB Financial Corporation and noncontrolling
interest
71,688 
Net income applicable to noncontrolling interest(2)
8 
Net income applicable to FB Financial Corporation$71,680 
Total assets$12,307,231 $580,164 $12,887,395 
Goodwill242,561 — 242,561 
(1) Change in fair value of mortgage servicing rights, net of hedging is included in Mortgage banking income in the Company's consolidated statements of income.
(2) Banking segment includes noncontrolling interest.
Note (12)—Minimum capital requirements
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.
Under regulatory guidance for non-advanced approach institutions, the Bank and Company are required to maintain minimum capital ratios as outlined in the table below. Minimum risk-based capital adequacy ratios below include a capital conservation buffer of 2.50%. As of June 30, 2024 and December 31, 2023, the Bank and Company met all capital adequacy requirements to which they are subject. Additionally, under U.S. Basel III Capital Rules, the Bank and Company opted out of including accumulated other comprehensive income in regulatory capital.
The Company elected to phase-in the impact related to adopting ASU 2016-13 over the permissible five-year transition relief period and delayed the initial impact of CECL adoption plus 25% of the quarterly increases in ACL in the first two years after adoption. Beginning in 2022, the cumulative amount of the transition adjustments became fixed and were phased out in annual increments over a three-year period. 2024 represents the final year of this CECL adoption phase out, with 25% of the initial impact of CECL adoption being adjusted out of regulatory capital calculations.

44
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Actual and required capital amounts and ratios are included below as of the dates indicated.

June 30, 2024
ActualMinimum Requirement for Capital Adequacy with
Capital Buffer		To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
Total Capital (to risk-weighted assets)      
FB Financial Corporation$1,679,585 15.1 %$1,164,673 10.5 %N/AN/A
FirstBank1,644,189 14.9 %1,161,246 10.5 %$1,105,949 10.0 %
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation$1,441,166 13.0 %$942,830 8.5 %N/AN/A
FirstBank1,406,173 12.7 %940,056 8.5 %$884,759 8.0 %
Common Equity Tier 1 Capital
   (to risk-weighted assets)
FB Financial Corporation$1,411,166 12.7 %$776,449 7.0 %N/AN/A
FirstBank1,406,173 12.7 %774,164 7.0 %$718,867 6.5 %
Tier 1 Capital (to average assets)
FB Financial Corporation$1,441,166 11.7 %$491,874 4.0 %N/AN/A
FirstBank1,406,173 11.5 %491,198 4.0 %$613,998 5.0 %
December 31, 2023ActualMinimum Requirement for Capital Adequacy with
Capital Buffer		To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
Total Capital (to risk-weighted assets)      
FB Financial Corporation$1,635,848 14.5 %$1,182,028 10.5 %N/AN/A
FirstBank1,600,950 14.2 %1,179,886 10.5 %$1,123,701 10.0 %
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation$1,405,890 12.5 %$956,880 8.5 %N/AN/A
FirstBank1,370,991 12.2 %955,145 8.5 %$898,960 8.0 %
Common Equity Tier 1 Capital
(to risk-weighted assets)
FB Financial Corporation$1,375,890 12.2 %$788,018 7.0 %N/AN/A
FirstBank1,370,991 12.2 %786,590 7.0 %$730,405 6.5 %
Tier 1 Capital (to average assets)
FB Financial Corporation$1,405,890 11.3 %$496,485 4.0 %N/AN/A
FirstBank1,370,991 11.1 %495,761 4.0 %$619,701 5.0 %
Note (13)—Stock-based compensation
Restricted Stock Units
The Company grants RSUs under compensation arrangements for the benefit of certain employees and directors. RSU grants are subject to time-based vesting with associated compensation recognized on a straight-line basis based on the grant date fair value of the awards. The total number of RSUs granted represents the number of awards eligible to vest based upon the service conditions set forth in the grant agreements.
The following table summarizes changes in RSUs for the six months ended June 30, 2024:
 Restricted Stock
Units
Outstanding		Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)323,520 $37.52 
Granted172,724 35.78 
Vested(138,211)38.27 
Forfeited(7,092)37.71 
Balance at end of period (unvested)350,941 $36.37 
The total fair value of RSUs vested and released was $4,621 and $5,289 for the three and six months ended June 30, 2024, respectively, and $1,802 and $6,393 for the three and six months ended June 30, 2023, respectively.
45
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The compensation cost related to these grants and vesting of RSUs was $1,291 and $3,997 for the three and six months ended June 30, 2024, respectively, and $2,188 and $3,894 for the three and six months ended June 30, 2023, respectively. This includes amounts paid related to director grants and compensation elected to be settled in stock amounting to $148 and $347 during the three and six months ended June 30, 2024, respectively, and $272 and $447 for the three and six months ended June 30, 2023, respectively.
As of June 30, 2024, there was $9,530 of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average period of 1.97 years. Additionally, as of June 30, 2024, there were 1,360,392 shares available for issuance under the Company's stock compensation plans. As of June 30, 2024 and December 31, 2023, there was $244 and $268, respectively, accrued in other liabilities related to dividend equivalent units declared to be paid upon vesting and distribution of the underlying RSUs.
Performance-Based Restricted Stock Units
The Company awards PSUs to certain employees. Under the terms of the awards, the number of units that will vest and convert to shares of common stock will be based on the Company's achievement of certain performance metrics over a fixed three-year performance period. The number of shares issued upon vesting can range from 0% to 200% of the PSUs granted.
For PSUs granted prior to December 31, 2023, performance factors will be based on the Company’s achievement of non-GAAP core return on average tangible common equity over the performance period relative to a predefined peer group.     
For PSUs granted after December 31, 2023, performance factors will be based on a combination of the same metric discussed above as well as the Company’s adjusted tangible book value over the performance period.
Compensation expense for PSUs is estimated each period based on the fair value of the Company's stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards.
The following table summarizes information about the changes in PSUs as of and for the six months ended June 30, 2024:
Performance Stock
Units
Outstanding(1)
Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)176,163 $40.86 
Granted97,738 35.60 
Performance adjustment (2)
(9,778)42.54 
Vested(40,071)42.71 
Forfeited or expired(2,133)39.30 
Balance at end of period (unvested)221,919 $38.08 
(1) PSUs are presented as outstanding, granted and forfeited in the table above assuming targets are met and the awards pay out at 100%.
(2) The performance adjustment represents the difference in shares ultimately awarded due to performance attainment above or below target.
The following table summarizes data related to the Company's outstanding PSUs as of June 30, 2024:
Grant YearGrant PricePerformance PeriodPSUs Outstanding
2022$44.44 2022 to 202448,710
2023$37.17 2023 to 202575,893
2024$35.60 2024 to 202697,316
The Company recorded compensation cost of $799 and $913 for the for the three and six months ended June 30, 2024, respectively, and $1,060 and $1,639 for the three and six months ended June 30, 2023, respectively. As of June 30, 2024, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was $13,897, and the weighted average remaining performance period over which the cost could be recognized was 2.18 years. As of June 30, 2024 and December 31, 2023, there was $141 and $85, respectively, accrued in other liabilities related to dividend equivalent units declared to be paid upon vesting and distribution of the underlying PSUs.

46
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Employee Stock Purchase Plan
The Company maintains an employee stock purchase plan under which employees, through payroll deductions, are able to purchase shares of Company common stock. The employee purchase price is 95% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares, limited to 725 shares for each participating employee. There were no shares issued under the ESPP during the three months ended June 30, 2024 or 2023. There were 10,606 and 8,214 shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $388 and $305, during the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there were 2,283,620 shares available for issuance under the ESPP.
Note (14)—Related party transactions
Loans
The Bank has made and expects to continue to make loans to management, executive officers, the directors and significant shareholders of the Company and their related interests in the ordinary course of business, in compliance with regulatory requirements.
An analysis of loans to management, executive officers, the directors and significant shareholders of the Bank and their related interests is presented below:
Loans outstanding at January 1, 2024$49,073 
New loans and advances2,332 
Change in related party status— 
Repayments(21,725)
Loans outstanding at June 30, 2024$29,680 
Unfunded commitments to management, executive officers, the directors, and significant shareholders and their related interests totaled $23,850 and $44,206 at June 30, 2024 and December 31, 2023, respectively.
Deposits
The Bank held deposits from related parties totaling $219,872 and $316,141 as of June 30, 2024 and December 31, 2023, respectively.
Leases
The Bank leases various office spaces from entities owned by certain directors of the Company under varying terms. Lease expense for these properties totaled $121 and $211 for the three and six months ended June 30, 2024, respectively, and $103 and $193 for the three and six months ended June 30, 2023, respectively.
Aviation lease
Through a wholly-owned subsidiary, FBK Aviation, LLC, the Company owns and maintains an aircraft. FBK Aviation, LLC maintains non-exclusive aircraft leases with entities owned by certain directors. The Company recognized income of $19 and $43 during the three and six months ended June 30, 2024, respectively, and $4 and $11 during the three and six months ended June 30, 2023, respectively, under these agreements.
Equity investment in preferred stock and master loan purchase agreement
The Company holds preferred stock of a privately held entity which originates manufactured housing loans through utilization of its proprietary developed technology. In connection with this investment, an executive officer of the Company serves on its board of directors. This investment is included in other assets on the consolidated balance sheets with a carrying amount of $10,000 as of both June 30, 2024 and December 31, 2023, and is being accounted for as an equity security without readily determinable market value. No gains or losses have been recognized to date associated with this investment.
The Company also has a master loan purchase agreement with this privately held entity to purchase up to $250,000 in manufactured loan housing production over an initial five-year term. Under this agreement, the Company purchased $17,581 and $26,806 of loans for the three and six months ended June 30, 2024, respectively, and purchased $6,449 of loans for both the three and six months ended June 30, 2023. As of June 30, 2024 and December 31, 2023, the amortized cost of these loans HFI amounted to $57,885 and $32,154, respectively.
47

ITEM 2 – Management’s discussion and analysis of financial condition and results of operations
The following is a discussion of our financial condition as of June 30, 2024 and December 31, 2023, and our results of operations for the three and six months ended June 30, 2024 and 2023, and should be read in conjunction with our audited consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, that was filed with the SEC on February 27, 2024, and with the accompanying unaudited notes to the condensed consolidated financial statements set forth in this Report.
Forward-looking statements
Certain statements contained in this Report that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s future plans, results, strategies, and expectations, including expectations around changing economic markets. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management's current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, the Company cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which the Company operates and/or the US economy generally, (2) changes in government interest rate policies and its impact on the Company’s business, net interest margin, and mortgage operations, (3) any continuation of the recent turmoil in the banking industry, including the associated impact to the Company and other financial institutions of any regulatory changes or other mitigation efforts taken by government agencies in response, (4) increased competition for deposits, (5) the Company’s ability to effectively manage problem credits, (6) any deterioration in commercial real estate market fundamentals, (7) the Company’s ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions, (8) the Company’s ability to successfully execute its various business strategies, (9) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (10) the effectiveness of the Company’s cybersecurity controls and procedures to prevent and mitigate attempted intrusions, (11) the Company's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, and (12) the impact of natural disasters, pandemics, and/or acts of war or terrorism, (13) events giving rise to international or regional political instability, including the broader impacts of such events on financial markets and/or global macroeconomic environments, and (14) general competitive, economic, political, and market conditions. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in any of the Company’s subsequent filings with the SEC. Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Report, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. The Company qualifies all forward-looking statements by these cautionary statements.




48

Critical accounting policies
Our financial statements are prepared in accordance with GAAP and general practices within the banking industry. Within our financial statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the consolidated balance sheet dates and our results of operations for the reporting periods. We monitor the status of proposed and newly issued accounting standards to evaluate the impact on our financial condition and results of operations. Our accounting policies, including the impact of any newly issued accounting standards if applicable, are discussed in further detail in Note 1, "Basis of presentation," in the notes to our consolidated financial statements in our Annual Report.

49

Financial highlights
The following table presents certain selected historical consolidated income statement and balance sheet data and key performance indicators and other measures as of the dates or for the periods indicated. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.
As of or for the three months endedAs of or for the six months endedAs of or for the year-ended
June 30,June 30,December 31,
(dollars in thousands, except share data)2024 2023 2024 2023 2023 
Selected Balance Sheet Data
Cash and cash equivalents$800,902 $1,160,354 $800,902 $1,160,354 $810,932 
Investment securities, at fair value1,482,379 1,422,391 1,482,379 1,422,391 1,471,973 
Loans held for sale106,875 99,131 106,875 99,131 67,847 
Loans HFI9,309,553 9,326,024 9,309,553 9,326,024 9,408,783 
Allowance for credit losses on loans HFI(155,055)(140,664)(155,055)(140,664)(150,326)
Total assets12,535,169 12,887,395 12,535,169 12,887,395 12,604,403 
Interest-bearing deposits (non-brokered)8,130,704 8,233,082 8,130,704 8,233,082 8,179,430 
Brokered deposits150,113 238,885 150,113 238,885 150,475 
Noninterest-bearing deposits2,187,185 2,400,288 2,187,185 2,400,288 2,218,382 
Total deposits10,468,002 10,872,255 10,468,002 10,872,255 10,548,287 
Borrowings360,944 390,354 360,944 390,354 390,964 
Allowance for credit losses on unfunded
  commitments		(5,984)(14,810)(5,984)(14,810)8,770 
Total common shareholders' equity1,500,502 1,386,951 1,500,502 1,386,951 1,454,794 
Selected Statement of Income Data
Total interest income$177,413 $170,183 $353,541 $329,663 $678,410 
Total interest expense74,798 68,640 151,436 124,460 271,193 
Net interest income102,615 101,543 202,105 205,203 407,217 
Provisions for (reversals of) credit losses2,224 (1,078)3,006 (587)2,539 
Total noninterest income25,608 23,813 33,570 47,162 70,543 
Total noninterest expense75,093 81,292 147,513 161,732 324,929 
Income before income taxes50,906 45,142 85,156 91,220 150,292 
Income tax expense10,919 9,835 17,219 19,532 30,052 
Net income applicable to noncontrolling
    interest		8 8 8 8 16 
Net income applicable to FB Financial
    Corporation 		$39,979 $35,299 $67,929 $71,680 $120,224 
Net interest income (tax-equivalent basis)$103,254 $102,383 $203,453 $206,876 $410,562 
Per Common Share
Basic net income$0.85 $0.75 $1.45 $1.53 $2.57 
Diluted net income0.85 0.75 1.45 1.53 2.57 
Book value(1)
32.17 29.64 32.17 29.64 31.05 
Tangible book value(2)
26.82 24.23 26.82 24.23 25.69 
Cash dividends declared0.17 0.15 0.34 0.30 0.60 
Selected Ratios
Return on average:
Assets(3)
1.30 %1.10 %1.09 %1.13 %0.95 %
Common shareholders' equity(3)
10.9 %10.3 %9.31 %10.6 %8.74 %
Tangible common equity(2)
13.1 %12.6 %11.2 %13.1 %10.7 %
Efficiency ratio58.6 %64.8 %62.6 %64.1 %68.0 %
Core efficiency ratio (tax-equivalent basis)(2)
58.3 %63.5 %58.2 %63.5 %62.9 %
Loans HFI to deposit ratio88.9 %85.8 %88.9 %85.8 %89.2 %
Noninterest-bearing deposits to total deposits 20.9 %22.1 %20.9 %22.1 %21.0 %
Net interest margin (tax-equivalent basis)3.57 %3.40 %3.49 %3.45 %3.44 %
Yield on interest-earning assets6.16 %5.67 %6.09 %5.53 %5.72 %
Cost of interest-bearing liabilities3.56 %3.14 %3.56 %2.88 %3.16 %
Cost of total deposits2.77 %2.38 %2.76 %2.16 %2.39 %
50

As of or for the three months endedAs of or for the three months endedAs of or for the year ended
June 30,June 30,December 31,
2024 2023 2024 2023 2023 
Credit Quality Ratios
Allowance for credit losses on loans HFI as a
   percentage of loans HFI		1.67 %1.51 %1.67 %1.51 %1.60 %
Annualized net charge-offs as a percentage of
   average loans HFI		(0.02)%(0.03)%(0.02)%(0.02)%(0.01)%
Nonperforming loans HFI as a percentage of
    loans HFI		0.79 %0.47 %0.79 %0.47 %0.65 %
Nonperforming assets as a percentage of total
   assets(4)
0.81 %0.59 %0.81 %0.59 %0.69 %
Capital Ratios (Company)
Total common shareholders' equity to assets12.0 %10.8 %12.0 %10.8 %11.5 %
Tangible common equity to tangible assets(2)
10.2 %8.98 %10.2 %8.98 %9.74 %
Tier 1 leverage11.7 %10.7 %11.7 %10.7 %11.3 %
Tier 1 risk-based capital13.0 %11.9 %13.0 %11.9 %12.5 %
Total risk-based capital15.1 %13.9 %15.1 %13.9 %14.5 %
Common Equity Tier 112.7 %11.7 %12.7 %11.7 %12.2 %
(1)Book value per share equals our total common shareholders’ equity divided by the number of shares of our common stock outstanding as of the date presented.
(2)Non-GAAP financial measure; See "GAAP reconciliation and management explanation of non-GAAP financial measures” and non-GAAP reconciliations herein.
(3)ROAA and ROAE is calculated by dividing annualized net income or loss for that period by our average assets or average equity for the same period.
(4)Includes $22,354, $20,225 and $21,229 of optional rights to repurchase delinquent GNMA loans as of June 30, 2024, June 30, 2023 and December 31, 2023, respectively.

GAAP reconciliation and management explanation of non-GAAP financial measures
We identify certain financial measures discussed in this Report as being “non-GAAP financial measures.” The non-GAAP financial measures presented in this Report are adjusted efficiency ratio (tax-equivalent basis), tangible book value per common share, tangible common equity to tangible assets and return on average tangible common equity.
In accordance with the SEC's rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our consolidated statements of income, balance sheets or statements of cash flows. The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of these, and reconciliation for, each of non-GAAP financial measures.
Core efficiency ratio (tax-equivalent basis)
The core efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains, losses and other selected items. Our management uses this measure in its analysis of our performance. Our management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as well as demonstrates the effects of significant gains and charges. The most directly comparable financial measure calculated in accordance with GAAP is the efficiency ratio.





51

The following table presents a reconciliation of our core efficiency ratio (tax-equivalent basis) to our efficiency ratio for the periods below:
(dollars in thousands)Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
2024 2023 2024 2023 2023 
Core efficiency ratio (tax-equivalent basis)
Total noninterest expense$75,093 $81,292 $147,513 $161,732 $324,929 
Less early retirement and severance costs1,015 1,426 1,015 1,426 8,449 
Less (gain) loss on lease terminations— (1)— (73)1,770 
Less FDIC special assessment— — 500 — 1,788 
Core noninterest expense$74,078 $79,867 $145,998 $160,379 $312,922 
Net interest income$102,615 $101,543 $202,105 $205,203 $407,217 
Net interest income (tax-equivalent basis)103,254 102,383 203,453 206,876 410,562 
Total noninterest income25,608 23,813 33,570 47,162 70,543 
Less (loss) gain from securities, net— (28)(16,213)41 (13,973)
Less (loss) gain on sales or write-downs of
    other real estate owned and other assets		(281)533 284 350 (27)
Less cash life insurance benefit2,057 — 2,057 — — 
Less (loss) gain on change in fair value of
   commercial loans held for sale acquired in
   previous business combination		— (8)— 902 (2,114)
Core noninterest income$23,832 $23,316 $47,442 $45,869 $86,657 
Total revenue$128,223 $125,356 $235,675 $252,365 $477,760 
Core revenue (tax-equivalent basis)$127,086 $125,699 $250,895 $252,745 $497,219 
Efficiency ratio 58.6 %64.8 %62.6 %64.1 %68.0 %
Core efficiency ratio (tax-equivalent basis)58.3 %63.5 %58.2 %63.5 %62.9 %



















52

Tangible book value per common share and tangible common equity to tangible assets
Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by management to evaluate capital adequacy. Because intangible assets, such as goodwill and other intangibles, vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare our capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total shareholders’ equity to total assets.
The following table presents, as of the dates set forth below, tangible common equity compared with total common shareholders' equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total common shareholders' equity to total assets:
June 30,
December 31,
(dollars in thousands, except share data)2024 2023 2023 
Tangible assets
Total assets$12,535,169 $12,887,395 $12,604,403 
Adjustments:
Goodwill(242,561)(242,561)(242,561)
Intangibles, net(7,168)(10,438)(8,709)
Tangible assets$12,285,440 $12,634,396 $12,353,133 
Tangible common equity
Total common shareholders' equity$1,500,502 $1,386,951 $1,454,794 
Adjustments:
Goodwill(242,561)(242,561)(242,561)
Intangibles, net(7,168)(10,438)(8,709)
Tangible common equity$1,250,773 $1,133,952 $1,203,524 
Common shares outstanding46,642,958 46,798,751 46,848,934 
Book value per common share$32.17 $29.64 $31.05 
Tangible book value per common share$26.82 $24.23 $25.69 
Total common shareholders' equity to total assets12.0 %10.8 %11.5 %
Tangible common equity to tangible assets10.2 %8.98 %9.74 %
Return on average tangible common equity
Return on average tangible common equity is a non-GAAP measure that uses average shareholders' equity and excludes the impact of goodwill and other intangibles. This measurement is used by management to provide a depiction of our profitability without being impacted by intangible assets, as intangible assets are not directly managed to generate earnings. The most directly comparable financial measure calculated in accordance with GAAP is return on average common shareholders' equity.
The following table presents, as of the dates set forth below, reconciliations of total average tangible common equity to average shareholders' equity and return on average tangible common equity to return on average shareholders' equity:
Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
(dollars in thousands)2024 2023 2024 2023 2023 
Return on average tangible common equity
Total average common shareholders' equity$1,473,281 $1,376,818 $1,467,007 $1,360,108 $1,374,831 
Adjustments:
Average goodwill(242,561)(242,561)(242,561)(242,561)(242,561)
Average intangibles, net(7,525)(10,913)(7,912)(11,385)(10,472)
Average tangible common equity$1,223,195 $1,123,344 $1,216,534 $1,106,162 $1,121,798 
Net income applicable to FB Financial Corporation$39,979 $35,299 $67,929 $71,680 $120,224 
Return on average common shareholders' equity10.9 %10.3 %9.31 %10.6 %8.74 %
Return on average tangible common equity13.1 %12.6 %11.2 %13.1 %10.7 %
53

Company overview
We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned subsidiary bank, FirstBank, and its subsidiaries. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Kentucky, Alabama and North Georgia. As of June 30, 2024, our footprint included 77 full-service branches serving the following Tennessee Metropolitan Statistical Areas: Nashville, Chattanooga (including North Georgia), Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky and Birmingham, Florence and Huntsville, Alabama. Our banking services extend to 17 community markets throughout Tennessee and North Georgia. FirstBank also provides retail mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States.
We operate through two segments, Banking and Mortgage. We generate most of our revenue in our Banking segment from interest on loans and investments, loan-related fees, trust and investment services and deposit-related fees. Our primary source of funding for our loans is customer deposits, however we have other sources of funds including unsecured credit lines, brokered CDs, and other borrowings. We generate most of our revenue in our Mortgage segment from origination fees and gains on sales in the secondary mortgage loan market, as well as from mortgage servicing revenues.
Overview of recent financial performance
Results of operations
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Our net income increased during the three months ended June 30, 2024 to $40.0 million from $35.3 million for the three months ended June 30, 2023. Diluted earnings per common share were $0.85 and $0.75 for the three months ended June 30, 2024 and 2023, respectively. Our net income represented a ROAA of 1.30% and 1.10% for the three months ended June 30, 2024 and 2023, respectively, and a ROAE of 10.9% and 10.3% for the same periods. Our ROATCE for the three months ended June 30, 2024 and 2023 were 13.1% and 12.6%, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.
During the three months ended June 30, 2024, our net interest income increased to $102.6 million compared with $101.5 million in the three months ended June 30, 2023. Our net interest margin, on a tax-equivalent basis, increased to 3.57% for the three months ended June 30, 2024 as compared to 3.40% for the three months ended June 30, 2023. The increase in net interest margin was primarily driven by higher interest rates mostly offset by the decreases in our volume of interest-earning assets and interest-bearing liabilities.
Noninterest income for the three months ended June 30, 2024 increased by $1.8 million to $25.6 million, up from $23.8 million for the three months ended June 30, 2023. The increase was primarily due to a $2.1 million cash life insurance benefit during the three months ended June 30, 2024.
Noninterest expense decreased to $75.1 million for the three months ended June 30, 2024, compared with $81.3 million for the three months ended June 30, 2023. The decrease in noninterest expense is due to decreases in salaries, commissions and employee benefits of $5.8 million primarily related to the Company's efficiency and scalability initiatives and updated methodology of deferrals for loan fees and loan origination expenses.
Six months ended June 30, 2024 compared to the six months ended June 30, 2023
Our net income decreased during the six months ended June 30, 2024 to $67.9 million from $71.7 million for the six months ended June 30, 2023. Diluted earnings per common share were $1.45 and $1.53 for the six months ended June 30, 2024 and 2023, respectively. Our net income represented a ROAA of 1.09% and 1.13% for the six months ended June 30, 2024 and 2023, respectively, and a ROAE of 9.31% and 10.6% for the same periods. Our ROATCE for the six months ended June 30, 2024 and 2023 were 11.2% and 13.1%, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.
During the six months ended June 30, 2024, our net interest income decreased to $202.1 million from $205.2 million for the six months ended June 30, 2023. Our net interest margin, on a tax-equivalent basis, increased to 3.49% for the six months ended June 30, 2024 as compared to 3.45% for the six months ended June 30, 2023. The increase in net interest
54

margin was primarily driven by higher interest rates, which impacted both interest-earnings assets and interest-bearing liabilities, partially offset by a decrease in volume of our interest-earnings assets.
Noninterest income for the six months ended June 30, 2024 decreased by $13.6 million to $33.6 million, down from $47.2 million for the six months ended June 30, 2023. The decrease in noninterest income was primarily due to a $16.2 million net loss on investment securities primarily related to the sale of $207.9 million of available-for-sale securities. Refer to the section “Other earnings assets” for additional information on the sale of the available-for sale securities. The decrease was partially offset by a $1.5 million increase in investment services and trust income during the six months ended June 30, 2024.
Noninterest expense decreased to $147.5 million for the six months ended June 30, 2024, compared with $161.7 million for the six months ended June 30, 2023. The decrease in noninterest expense is due to decreases in salaries, commissions and employee benefits of $10.0 million primarily related to the Company's efficiency and scalability initiatives and updated methodology of deferrals for loan fees and loan origination expenses. Additionally, the decrease is reflective of decreases in legal and professional expenses, advertising and franchise tax expense.
Business segment highlights
We operate our business in two business segments: Banking and Mortgage. See Note 11, “Segment reporting” in the notes to our consolidated financial statements contained herein for a description of these business segments.
Banking
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Income before taxes from the Banking segment increased for the three months ended June 30, 2024 to $50.2 million, compared to $46.3 million for the three months ended June 30, 2023. Net interest income increased by $1.6 million to $101.5 million during the three months ended June 30, 2024 compared to $99.9 million during the three months ended June 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $2.4 million of provision expense during the three months ended June 30, 2024 compared to a reversal of $1.1 million of provision expense during the three months ended June 30, 2023. Noninterest income increased to $13.5 million in the three months ended June 30, 2024 as compared to $11.5 million in the three months ended June 30, 2023 due to a $2.1 million cash life insurance benefit during the three months ended June 30, 2024. Noninterest expense decreased to $62.3 million for three months ended June 30, 2024 compared to $66.2 million for the three months ended June 30, 2023 due primarily to a decrease in salaries associated with our efficiency and scalability initiatives.
Six months ended June 30, 2024 compared to the six months ended June 30, 2023
Income before taxes from the Banking segment decreased for the six months ended June 30, 2024 to $82.9 million, compared to $93.1 million for the six months ended June 30, 2023. Net interest income decreased by $2.0 million to $200.2 million during the six months ended June 30, 2024 compared to $202.2 million during the six months ended June 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $3.3 million of provision expense during the six months ended June 30, 2024 compared to a reversal of $0.9 million of provision expense during the six months ended June 30, 2023. Noninterest income decreased to $8.7 million in the six months ended June 30, 2024 as compared to $23.0 million in the six months ended June 30, 2023. This decrease includes a net loss on investment securities of $16.2 million primarily associated with the sale of $207.9 million available-for-sale securities during the six months ended June 30, 2024 compared with a net gain on investment securities of $41 thousand for the six months ended June 30, 2023. Noninterest expense decreased to $122.7 million for six months ended June 30, 2024 compared to $133.0 million for the six months ended June 30, 2023 due to decreases in salaries, legal and professional fees, advertising and franchise tax expense.
55

Mortgage
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Activity in our Mortgage segment resulted in a pre-tax net contribution of $0.7 million for the three months ended June 30, 2024 compared to a $1.2 million pre-tax net loss for the three months ended June 30, 2023. Net interest income was $1.1 million for the three months ended June 30, 2024 and $1.6 million for the three months ended June 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in a reversal of $0.2 million of provision expense during the three months ended June 30, 2024 compared to $0.1 million of provision expense during the three months ended June 30, 2023. Mortgage banking income decreased $0.3 million to $11.9 million during the three months ended June 30, 2024 compared to $12.2 million for the three months ended June 30, 2023. As noted below, mortgage banking income includes origination fees and realized gains and losses on the sale of mortgage loans, change in fair value of mortgage loans and derivatives, and mortgage loan servicing fees, which includes the net change in fair value of MSRs and related derivatives. Mortgage banking income is initially driven by the recognition of interest rate lock commitments at fair value at inception of the IRLCs. This is subsequently adjusted for changes in the overall interest rate environment offset by derivative contracts entered into to mitigate the interest rate exposure. Upon sale of the loan, the net fair value gain is reclassified as a realized gain on sale.
The components of mortgage banking income for the three months ended June 30, 2024 and 2023 were as follows:
Three Months Ended June 30,
(dollars in thousands)2024 2023 
Mortgage banking income  
Gains and fees from origination and sale of mortgage
   loans held for sale		$8,934 $7,994 
Net change in fair value of loans held for sale and derivatives(4)874 
Change in fair value on MSRs, net of hedging(4,336)(4,222)
Mortgage servicing income7,316 7,586 
Total mortgage banking income$11,910 $12,232 
Interest rate lock commitment volume$385,197 $402,951 
Interest rate lock commitment volume by purpose (%):
Purchase87.2 %88.8 %
Refinance12.8 %11.2 %
Mortgage sales$315,044 $330,326 
Mortgage sale margin2.84 %2.42 %
Closing volume$337,461 $346,202 
Outstanding principal balance of mortgage loans serviced$10,523,778 $10,961,516 
Noninterest expense for the three months ended June 30, 2024 and 2023 was $12.8 million and $15.1 million, respectively. This decrease is reflective of a decrease in salaries associated with our efficiency and scalability initiatives.
Six months ended June 30, 2024 compared to the six months ended June 30, 2023
Activity in our Mortgage segment resulted in a pre-tax net contribution of $2.2 million for the six months ended June 30, 2024 compared to a $1.9 million pre-tax net loss for the six months ended June 30, 2023. Net interest income was $1.9 million for the six months ended June 30, 2024 compared to $3.0 million for the six months ended June 30, 2023. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in a reversal of $0.3 million of provision expense during the six months ended June 30, 2024 compared to $0.4 million of provision expense during the six months ended June 30, 2023. Mortgage banking income increased $0.2 million to $24.5 million during the six months ended June 30, 2024 compared to $24.3 million for the six months ended June 30, 2023.
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The components of mortgage banking income for the six months ended June 30, 2024 and 2023 were as follows:
Six Months Ended June 30,
(dollars in thousands)2024 2023 
Mortgage banking income  
Gains and fees from origination and sale of mortgage
   loans held for sale		$15,392 $16,140 
Net change in fair value of loans held for sale and derivatives1,817 453 
Change in fair value on MSRs, net of hedging(7,377)(7,629)
Mortgage servicing income14,663 15,354 
Total mortgage banking income$24,495 $24,318 
Interest rate lock commitment volume$762,363 $777,993 
Interest rate lock commitment volume by purpose (%):
Purchase86.0 %87.6 %
Refinance14.0 %12.4 %
Mortgage sales$558,505 $662,633 
Mortgage sale margin2.76 %2.44 %
Closing volume$595,813 $641,962 
Outstanding principal balance of mortgage loans serviced$10,523,778 $10,961,516 
Noninterest expense for the six months ended June 30, 2024 and 2023 was $24.8 million and $28.8 million, respectively. This decrease is reflective of a decrease in salaries associated with our efficiency and scalability initiatives.
Results of operations
Throughout the following discussion of our operating results, we present our net interest income, net interest margin and efficiency ratio on a fully tax-equivalent basis. The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain loans and investments.
Our tax-exempt income is converted to a tax-equivalent basis by adjusting for the combined federal and blended state statutory income tax rate of 26.06% for the three and six months ended June 30, 2024 and 2023.
Net interest income
Net interest income is the most significant component of our earnings, generally comprising over 50% of our total revenues in a given period. Net interest income and margin are shaped by many factors, primarily the volume, term structure and mix of earning assets, funding mechanisms, and interest rate fluctuations. Other factors include accretion or amortization of discounts or premiums on purchased loans, prepayment risk on mortgage and investment–related assets, and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding, net interest income and margin.
During the three and six months ended June 30, 2024, the U.S. Treasury yield curve became less inverted as long-term note and bond rates increased at a faster pace than shorter-term note rates. The curve remained inverted as of June 30, 2024, which is in contrast to the more normalized upward sloping U.S. Treasury yield curve exhibited during the three and six months ended June 30, 2023. The Federal Funds Target Rate range was 5.25% - 5.50% as of both June 30, 2024 and December 31, 2023. The target range for the federal funds rate has remained at 5.25% to 5.50% since the Federal Open Market Committee’s July 26, 2023 meeting.
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Net interest income increased to $103.3 million for the three months ended June 30, 2024 as compared to $102.4 million for the three months ended June 30, 2023. The change in net interest income was driven by a $7.0 million increase in interest income mostly offset by an increase in interest expense of $6.2 million. Further discussion of the changes to interest income and expense are discussed below.
57

Interest income was $178.1 million for the three months ended June 30, 2024, compared to $171.0 million for the three months ended June 30, 2023, an increase of $7.0 million, which was primarily driven by an increase in yields on loans HFI and taxable investment securities, partially offset by a decrease in average interest-bearing deposits with other financial institutions and loans HFI.
Interest income on loans HFI increased $5.8 million to $154.2 million for the three months ended June 30, 2024 from $148.4 million for the three months ended June 30, 2023 primarily due to higher yields. The yield on loans HFI was 6.70% for the three months ended June 30, 2024, up 36 basis points from the three months ended June 30, 2023.
The components of our loan yield for the three months ended June 30, 2024 and 2023 were as follows:
Three Months Ended June 30,
2024 2023 
(dollars in thousands)Interest
income		Average
yield		Interest
income		Average
yield
Loan HFI yield components:
Contractual interest rate on loans HFI(1)
$152,037 6.60 %$144,322 6.16 %
Origination and other loan fee income1,291 0.06 %3,907 0.17 %
Accretion on purchased loans161 0.01 %(14)— %
Nonaccrual interest collections737 0.03 %200 0.01 %
Total loan HFI yield$154,226 6.70 %$148,415 6.34 %
(1) Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.
Origination and other loan fees impacted our NIM by 4 basis points and 13 basis points for the three months ended June 30, 2024 and 2023, respectively. The decrease was primarily due to an updated methodology for deferrals.
Interest income on taxable investment securities increased $5.5 million to $12.0 million for the three months ended June 30, 2024 from $6.5 million for the three months ended June 30, 2023 due to the reinvestment of proceeds from the sale of AFS debt securities that were sold during the second half of 2023 and first quarter of 2024 to higher yielding U.S. government agency securities. The yield on taxable investment securities increased 140 basis points to 3.29% for the three months ended June 30, 2024 compared to 1.89% for the three months ended June 30, 2023.
Interest expense was $74.8 million for the three months ended June 30, 2024, an increase of $6.2 million as compared to the three months ended June 30, 2023. The primary driver was an increase in interest expense on interest-bearing deposit accounts stemming from an increase in the rate paid on those balances. Interest expense on money market and customer time deposits increased during the period by $6.8 million and $3.2 million, respectively, from the three months ended June 30, 2023. These increases were most significantly influenced by increases in rates paid on these average balances. The average rate on money market deposits increased 50 basis points to 3.93% for the three months ended June 30, 2024 from 3.43% for the three months ended June 30, 2023. The average rate on customer time deposits increased 100 basis points to 4.00% for the three months ended June 30, 2024 from 3.00% for the three months ended June 30, 2023. Total cost of interest-bearing deposits was 3.52% for the three months ended June 30, 2024 compared to 3.06% for the three months ended June 30, 2023. As interest rates on deposits increase, we tend to experience some movement between deposit types as customers seek higher interest rates and shift from noninterest-bearing deposit accounts to interest-bearing deposit products.







58

Average balance and interest yield/rate analysis
The table below shows the average balances, income and expense and yield and rates of each of our interest-earning assets and interest-bearing liabilities on a tax equivalent basis, if applicable, for the periods indicated.
Three Months Ended June 30,
20242023
(dollars in thousands)Average
balances 		Interest
income/
expense		Average
yield/
rate		Average
balances 		Interest
income/
expense		Average
yield/
rate
Interest-earning assets:
Loans HFI (1)(2)
$9,263,822 $154,226 6.70 %$9,387,284 $148,415 6.34 %
Mortgage loans held for sale80,919 1,380 6.86 %63,407 1,005 6.36 %
Commercial loans held for sale— — — %9,377 3 0.13 %
Investment securities:
Taxable1,464,045 11,966 3.29 %1,374,308 6,480 1.89 %
Tax-exempt(2)
193,347 1,580 3.29 %293,739 2,445 3.34 %
Total investment securities(2)
1,657,392 13,546 3.29 %1,668,047 8,925 2.15 %
Federal funds sold and reverse repurchase agreements
108,097 1,497 5.57 %61,799 1,050 6.81 %
Interest-bearing deposits with other financial institutions488,123 6,641 5.47 %857,862 10,829 5.06 %
FHLB stock33,495 762 9.15 %42,133 796 7.58 %
Total interest-earning assets(2)
11,631,848 178,052 6.16 %12,089,909 171,023 5.67 %
Noninterest-earning assets:
Cash and due from banks124,729 118,872 
Allowance for credit losses on loans HFI(151,724)(138,983)
Other assets (3)(4)
766,591 756,651 
Total noninterest-earning assets739,596 736,540 
Total assets$12,371,444 $12,826,449 
Interest-bearing liabilities:
Interest bearing deposits:
Interest-bearing checking$2,500,325 $19,074 3.07 %$3,127,219 $23,751 3.05 %
Money market deposits3,779,139 36,887 3.93 %3,516,901 30,053 3.43 %
Savings deposits369,779 64 0.07 %433,530 63 0.06 %
Customer time deposits1,387,956 13,812 4.00 %1,426,320 10,658 3.00 %
Brokered and internet time deposits123,003 1,664 5.44 %56,455 732 5.20 %
Time deposits1,510,959 15,476 4.12 %1,482,775 11,390 3.08 %
Total interest-bearing deposits8,160,202 71,501 3.52 %8,560,425 65,257 3.06 %
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds
   purchased		24,680 122 1.99 %30,050 97 1.29 %
Federal Home Loan Bank advances— — — %61,264 784 5.13 %
Subordinated debt130,464 1,615 4.98 %127,129 2,496 7.88 %
Other borrowings131,293 1,560 4.78 %1,385 6 1.74 %
Total other interest-bearing liabilities286,437 3,297 4.63 %219,828 3,383 6.17 %
Total Interest-bearing liabilities8,446,639 74,798 3.56 %8,780,253 68,640 3.14 %
Noninterest-bearing liabilities:
Demand deposits2,222,005 2,430,476 
Other liabilities(4)
229,426 238,809 
Total noninterest-bearing liabilities2,451,431 2,669,285 
Total liabilities10,898,070 11,449,538 
FB Financial Corporation common shareholders' equity1,473,281 1,376,818 
Noncontrolling interest93 93 
         Shareholders' equity1,473,374 1,376,911 
Total liabilities and shareholders' equity$12,371,444 $12,826,449 
Net interest income (tax-equivalent basis)(2)
$103,254 $102,383 
Interest rate spread (tax-equivalent basis)(2)
2.60 %2.53 %
Net interest margin (tax-equivalent basis)(2)(5)
3.57 %3.40 %
Cost of total deposits2.77 %2.38 %
Average interest-earning assets to average interest-bearing liabilities137.7 %137.7 %
(1) Average balances of nonaccrual loans and overdrafts are included in average loan balances (before deduction of ACL).
(2) Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-
     equivalent basis. The net taxable-equivalent adjustment amounts included were $0.6 million and $0.8 million the three months ended June 30, 2024 and 2023, respectively.
(3) Includes average net unrealized losses on investment securities available for sale of $198.1 million and $212.0 million for the three months ended June 30, 2024 and 2023, respectively.
(4) Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days of $20.8 million and $20.0 million
      for the three months ended June 30, 2024 and 2023, respectively.
(5) The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total interest earning assets.



59

Yield/rate and volume analysis
The table below presents the components of the changes in net interest income for the three months ended June 30, 2024 and 2023. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volume and changes due to interest rates, with the changes in both volume and interest rates allocated to these two categories based on the proportionate absolute changes in each category.
Three months ended June 30, 2024 compared to three months ended June 30, 2023 due to changes in
(dollars in thousands)VolumeYield/ rateNet increase
(decrease)
Interest-earning assets:
Loans held for investment(1)(2)
$(2,055)$7,866 $5,811 
Loans held for sale - mortgage299 76 375 
Loans held for sale - commercial(3)— (3)
Investment securities:
Taxable733 4,753 5,486 
Tax Exempt(2)
(820)(45)(865)
Federal funds sold and reverse repurchase agreements
641 (194)447 
Interest-bearing deposits with other financial institutions(5,030)842 (4,188)
FHLB stock(197)163 (34)
Total interest income(2)
(6,432)13,461 7,029 
Interest-bearing liabilities:
Interest-bearing checking(4,782)105 (4,677)
Money market deposits2,560 4,274 6,834 
Savings deposits(11)12 1 
Customer time deposits(382)3,536 3,154 
Brokered and internet time deposits900 32 932 
Securities sold under agreements to repurchase and federal funds
   purchased		(27)52 25 
Federal Home Loan Bank advances(784)— (784)
Subordinated debt41 (922)(881)
Other borrowings1,544 10 1,554 
Total interest expense(941)7,099 6,158 
Change in net interest income(2)
$(5,491)$6,362 $871 
  (1) Average loans are presented gross, including nonaccrual loans and overdrafts (before deduction of allowance for credit losses on loans HFI).
 (2) Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent
      adjustment amounts included was $0.6 million and $0.8 million the three months ended June 30, 2024 and 2023, respectively.
Six months ended June 30, 2024 compared to the six months ended June 30, 2023
Net interest income decreased $3.4 million to $203.5 million for the six months ended June 30, 2024 as compared to $206.9 million for the six months ended June 30, 2023. The change in net interest income was driven by an increase in interest income of $23.6 million, driven largely by an increase in yields on average earning assets, more than offset by an increase in interest expense of $27.0 million, stemming from an increase in the rates on the average interest-bearing liabilities. Interest income was $354.9 million for the six months ended June 30, 2024 compared to $331.3 million for the six months ended June 30, 2023. This increase was primarily driven by increases in yields on loans HFI and taxable investment securities, partially offset by a decrease in average interest-bearing deposits with other financial institutions. Total interest income represents an increase in yield on interest-earning assets to 6.09% for the six months ended June 30, 2024 compared with 5.53% for the six months ended June 30, 2023.
Interest income on loans HFI increased $21.3 million to $309.2 million for the six months ended June 30, 2024 from $287.9 million for the six months ended June 30, 2023 due primarily to increasing yields. The average yield on loans HFI
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increased by 47 basis points period-over-period to 6.67% for the six months ended June 30, 2024 from 6.20% for the six months ended June 30, 2023.
The components of our loan yield for the six months ended June 30, 2024 and 2023 were as follows:
Six Months Ended June 30,
2024 2023 
(dollars in thousands)Interest
income		Average
yield		Interest
income		Average
yield
Loans HFI yield components:
Contractual interest rate on loans HFI(1)
$304,912 6.58 %$280,194 6.03 %
Origination and other loan fee income2,727 0.06 %7,008 0.15 %
Accretion on purchased loans548 0.01 %305 0.01 %
Nonaccrual interest collections995 0.02 %375 0.01 %
Total loans HFI yield$309,182 6.67 %$287,882 6.20 %
(1)Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.
Origination and other loan fees impacted our NIM by 5 basis points and 12 basis points for the six months ended June 30, 2024 and 2023, respectively. The decrease was primarily due to an updated methodology for deferrals.
Interest income on taxable investment securities increased $8.0 million to $21.1 million for the six months ended June 30, 2024 from $13.1 million for the six months ended June 30, 2023 due to the reinvestment of proceeds from the sale of AFS debt securities that were sold during the second half of 2023 and first quarter of 2024 to higher yielding U.S. government agency securities. The yield on taxable investment securities increased 106 basis points to 2.96% for the six months ended June 30, 2024 compared to 1.90% for the six months ended June 30, 2023.
Interest income on interest-bearing deposits with other financial institutions decreased to $13.7 million for the six months ended June 30, 2024 from $18.8 million for the six months ended June 30, 2023 due to a decrease in volume of interest-bearing deposits with other financial institutions partially offset by higher yields. The average balance of interest-bearing deposits with other financial institutions decreased $284.3 million to $509.3 million for the six months ended June 30, 2024 from $793.6 million for the six months ended June 30, 2023. The yield on interest-bearing deposits with other financial institutions increased 62 basis points to 5.41% for the six months ended June 30, 2024 compared to 4.79% for the six months ended June 30, 2023.
Interest expense was $151.4 million for the six months ended June 30, 2024, an increase of $27.0 million as compared to $124.5 million for the six months ended June 30, 2023. The increase was largely attributed to a rise in the rate paid on interest-bearing deposit accounts, most notably, on money market and customer time deposit products. Interest expense on money market deposits increased $19.9 million to $74.5 million for the six months ended June 30, 2024 compared to $54.6 million for the six months ended June 30, 2023. Interest expense on customer time deposits increased $8.1 million to $27.9 million for the six months ended June 30, 2024 from $19.9 million for the six months ended June 30, 2023. The average rate on money market deposits increased 74 basis points to 3.93% for the six months ended June 30, 2024 from 3.19% for the six months ended June 30, 2023. The average rate on customer time deposits increased 118 basis points to 3.95% for the six months ended June 30, 2024 from 2.77% for the six months ended June 30, 2023. Total cost of interest-bearing deposits was 3.51% for the six months ended June 30, 2024 compared to 2.80% for the six months ended June 30, 2023.
The average balance of other borrowings increased $129.8 million to $131.3 million for the six months ended June 30, 2024 compared to $1.5 million for the six months ended June 30, 2023. As a result, interest expense on other borrowings increased to $3.1 million for the six months ended June 30, 2024 compared to $16 thousand for the six months ended June 30, 2023. The yield on other borrowings increased 271 basis points to 4.81% for the six months ended June 30, 2024 compared to 2.10% for the six months ended June 30, 2023. The increase is due primarily of borrowings from the Bank Term Funding Program. Refer to the section “Borrowings” for additional information on the BTFP.

61

Average balance and interest yield/rate analysis
The table below shows the average balances, income and expense and yield and rates of each of our interest-earning assets and interest-bearing liabilities on a tax equivalent basis, if applicable, for the periods indicated.
Six Months Ended June 30,
2024 2023 
(dollars in thousands)Average balancesInterest
income/
expense		Average
yield/
rate		Average balancesInterest
income/
expense		Average
yield/
rate
Interest-earning assets:
Loans HFI (1)(2)
$9,325,308 $309,182 6.67 %$9,367,108 $287,882 6.20 %
Mortgage loans held for sale64,742 2,231 6.93 %59,826 1,932 6.51 %
Commercial loans held for sale— — — %12,973 162 2.52 %
Investment securities:
Taxable1,431,641 21,071 2.96 %1,388,380 13,050 1.90 %
Tax-exempt (2)
217,363 3,530 3.27 %294,193 4,885 3.35 %
Total investment securities (2)
1,649,004 24,601 3.00 %1,682,573 17,935 2.15 %
Federal funds sold and reverse repurchase agreements131,738 3,623 5.53 %124,557 2,905 4.70 %
Interest-bearing deposits with other financial institutions509,256 13,707 5.41 %793,576 18,837 4.79 %
FHLB stock33,773 1,545 9.20 %44,600 1,683 7.61 %
Total interest-earning assets (2)
11,713,821 354,889 6.09 %12,085,213 331,336 5.53 %
Noninterest-earning assets:
Cash and due from banks146,230 136,474 
Allowance for credit losses on loans HFI(151,164)(136,904)
Other assets (3)(4)
771,872 759,352 
Total noninterest-earning assets766,938 758,922 
Total assets$12,480,759 $12,844,135 
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing checking$2,519,705 $38,090 3.04 %$3,146,034 $42,811 2.74 %
Money market deposits3,814,109 74,457 3.93 %3,443,833 54,563 3.19 %
Savings deposits373,871 126 0.07 %445,709 127 0.06 %
Customer time deposits1,422,666 27,936 3.95 %1,449,144 19,879 2.77 %
Brokered and internet time deposits131,648 3,517 5.37 %29,182 740 5.11 %
Time deposits1,554,314 31,453 4.07 %1,478,326 20,619 2.81 %
Total interest-bearing deposits8,261,999 144,126 3.51 %8,513,902 118,120 2.80 %
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased24,449 271 2.23 %28,603 143 1.01 %
Federal Home Loan Bank advances— — — %51,381 1,283 5.04 %
Subordinated debt130,091 3,901 6.03 %126,648 4,898 7.80 %
Other borrowings 131,305 3,138 4.81 %1,536 16 2.10 %
Total other interest-bearing liabilities285,845 7,310 5.14 %208,168 6,340 6.14 %
Total interest-bearing liabilities8,547,844 151,436 3.56 %8,722,070 124,460 2.88 %
Noninterest-bearing liabilities:
Demand deposits2,224,590 2,509,179 
Other liabilities(4)
241,225 252,685 
Total noninterest-bearing liabilities2,465,815 2,761,864 
Total liabilities11,013,659 11,483,934 
FB Financial Corporation common shareholders' equity1,467,007 1,360,108 
Noncontrolling interest93 93 
         Shareholders' equity1,467,100 1,360,201 
Total liabilities and shareholders' equity$12,480,759 $12,844,135 
Net interest income (tax-equivalent basis)(2)
$203,453 $206,876 
Interest rate spread (tax-equivalent basis)(2)
2.53 %2.65 %
Net interest margin (tax-equivalent basis) (2)(5)
3.49 %3.45 %
Cost of total deposits2.76 %2.16 %
Average interest-earning assets to average
    interest-bearing liabilities		137.0 %138.6 %
(1)Average balances of nonaccrual loans and overdrafts are included in average loan balances.
(2)Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. The net tax-equivalent adjustment amounts included in income were $1.3 million and $1.7 million for six months ended June 30, 2024 and 2023, respectively.
(3)Includes average net unrealized losses on investment securities available for sale of $196.1 million and $217.4 million for the six months ended June 30, 2024 and 2023, respectively.
(4)Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days of $20.8 million and $21.7 million for the six months ended June 30, 2024 and 2023, respectively.
(5)The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.

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Yield/rate and volume analysis
The tables below present the components of the changes in net interest income for the six months ended June 30, 2024 and 2023. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volume and changes due to interest rates, with the changes in both volume and interest rates allocated to these two categories based on the proportionate absolute changes in each category.
Six months ended June 30, 2024 compared to six months ended June 30, 2023 due to changes in
(dollars in thousands)VolumeYield/rateNet increase
(decrease)
Interest-earning assets:
Loans HFI(1)(2)
$(1,386)$22,686 $21,300 
Loans held for sale - mortgage169 130 299 
Loans held for sale - commercial(162)— (162)
Investment securities:
   Taxable637 7,384 8,021 
   Tax-exempt(2)
(1,248)(107)(1,355)
Federal funds sold and reverse repurchase agreements
197 521 718 
Interest-bearing deposits with other financial institutions(7,653)2,523 (5,130)
FHLB stock(495)357 (138)
Total interest income(2)
(9,941)33,494 23,553 
Interest-bearing liabilities:
Interest-bearing checking deposits(9,468)4,747 (4,721)
Money market deposits7,228 12,666 19,894 
Savings deposits(24)23 (1)
Customer time deposits(520)8,577 8,057 
Brokered and internet time deposits2,737 40 2,777 
Securities sold under agreements to repurchase and federal funds
   purchased		(46)174 128 
Federal Home Loan Bank advances(1,283)— (1,283)
Subordinated debt103 (1,100)(997)
Other borrowings3,101 21 3,122 
Total interest expense1,828 25,148 26,976 
Change in net interest income(2)
$(11,769)$8,346 $(3,423)
(1)Average loans are presented gross, including nonaccrual loans and overdrafts.
(2)Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included was $1.3 million and $1.7 million for the six months ended June 30, 2024 and 2023, respectively.

Provision for credit losses
The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1, “Basis of presentation” in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for a detailed discussion regarding ACL methodology.
Our allowance for credit losses calculation as of June 30, 2024 resulted from management’s best estimate of losses over the life of loans and unfunded commitments in our portfolio in accordance with the CECL approach. Our calculation included qualitative adjustments for projected slower GDP growth over the next two to three years and expected elevated unemployment levels. We also considered the current global economic environment, including continued pressures on supply chains (and more specifically, oil and energy) and increased uncertainty due to geopolitical turmoil and its impact
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on the U.S. economy. These factors may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses.
Three months ended June 30, 2024 compared to three months ended June 30, 2023
We recognized a provision for credit losses on loans HFI of $3.9 million and $2.6 million for the three months ended June 30, 2024 and 2023, respectively. The increase in our provision for credit losses on loans HFI during the three months ended June 30, 2024 was primarily due to increases in specific reserves for individually evaluated relationships offset by reductions in reserves for construction loans. The reduction for construction loans is primarily due to reduction in balances outstanding for the portfolio. For the three months ended June 30, 2023, the decrease in the provision for credit losses on loans HFI was driven by slowed loan growth in our loans HFI combined with the economic variables signaling a possible recession in our forward-looking model.
We also estimate expected credit losses on off-balance sheet loan commitments that are not accounted for as derivatives. When applying the CECL methodology to estimate expected credit loss, we consider the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions. We recorded a reversal of provision for credit losses on unfunded commitments of $1.7 million and $3.7 million for the three months ended June 30, 2024 and 2023, respectively. The reversal is due to a $37.6 million decrease in our unfunded commitments during the three months ended June 30, 2024, including a $73.8 million decrease in our construction portfolio.
During the three months ended June 30, 2024 and 2023, it was determined that all AFS debt securities that experienced a decline in fair value below amortized were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on available-for-sale debt securities during the three months ended June 30, 2024 or 2023.
Six months ended June 30, 2024 compared to six months ended June 30, 2023
We recognized a provision for credit losses on loans HFI for the six months ended June 30, 2024 and 2023 of $5.8 million and $7.6 million, respectively. The current period provision on loans HFI resulted from management’s best estimate of losses over the life of loans in our portfolio in accordance with the CECL approach and was impacted by projected deterioration in the CRE portfolio which was adjusted qualitatively. For the six months ended June 30, 2023, the increase in the provision for credit losses on loans HFI was driven by an increase in loans HFI outstanding period-over-period and the increased possibility of a future recession and inflationary pressures.
We recorded a reversal of provision for credit losses on unfunded commitments of $2.8 million and $8.2 million for the six months ended June 30, 2024 and 2023, respectively. The reversal of provision for credit losses on unfunded commitments for the six months ended June 30, 2024 and 2023 is primarily due to management's concentrated effort to reduce unfunded loan commitments during the periods indicated including a $209.1 million and a $496.0 million decrease in our construction category as these projects moved to permanent financing for the six months ended June 30, 2024 and 2023, respectively. As such, this resulted in a $2.7 million and $8.1 million decrease in required ACL related to the unfunded commitments in our construction portfolio for the six months ended June 30, 2024 and 2023, respectively.
During the six months ended June 30, 2024 and 2023, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on AFS debt securities during the six months ended June 30, 2024 or 2023.
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Noninterest income
The following table sets forth the components of noninterest income for the periods indicated:
 Three Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2024 2023 2024 2023 
Mortgage banking income$11,910 $12,232 $24,495 $24,318 
Investment services and trust income3,387 2,777 6,617 5,155 
Service charges on deposit accounts3,167 3,185 6,308 6,238 
ATM and interchange fees2,814 2,629 5,758 5,025 
(Loss) gain from investment securities, net— (28)(16,213)41 
(Loss) gain on sales or write-downs of other real estate owned and other assets(281)533 284 350 
Other income4,611 2,485 6,321 6,035 
Total noninterest income$25,608 $23,813 $33,570 $47,162 
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Noninterest income amounted to $25.6 million for the three months ended June 30, 2024, an increase of $1.8 million, or 8%, as compared to $23.8 million for the three months ended June 30, 2023. Changes in selected components of noninterest income in the above table are discussed below.
Other income increased $2.1 million to $4.6 million during the three months ended June 30, 2024 as compared to $2.5 million during the three months ended June 30, 2023. This increase is primarily related to a $2.1 million cash life insurance benefit during the three months ended June 30, 2024.
Six months ended June 30, 2024 compared to six months ended June 30, 2023
Noninterest income amounted to $33.6 million for the six months ended June 30, 2024, a decrease of $13.6 million, or 29%, as compared to $47.2 million for the six months ended June 30, 2023. Changes in selected components of noninterest income in the above table are discussed below.
Investment services and trust income increased $1.5 million during the six months ended June 30, 2024 to $6.6 million as compared to $5.2 million during the six months ended June 30, 2023. The increase is primarily attributable to fees earned from higher assets under management stemming from market value improvement and existing account growth, as well as customer acquisition efforts through a mix of financial advisors joining the Company bringing new business and the addition of new accounts by the financial advisors already at the Company.
Net loss from investment securities was $16.2 million for the six months ended June 30, 2024 compared to a net gain of $41 thousand for the six months ended June 30, 2023. The net loss from investment securities during the six months ended June 30, 2024 is the result of management's election to sell $207.9 million of AFS debt securities to reinvest the proceeds into higher yielding AFS securities. Refer to the section “Other earning assets” for additional information on the sale of the AFS debt securities.

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Noninterest expense
The following table sets forth the components of noninterest expense for the periods indicated:
 Three Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2024 2023 2024 2023 
Salaries, commissions and employee benefits$46,225 $52,020 $90,843 $100,808 
Occupancy and equipment expense6,328 6,281 12,942 12,190 
Data processing 2,286 2,345 4,694 4,458 
Legal and professional fees1,979 2,199 3,898 5,307 
Advertising1,859 2,001 3,030 4,134 
Amortization of core deposit and other intangibles752 940 1,541 1,930 
Other expense15,664 15,506 30,565 32,905 
Total noninterest expense$75,093 $81,292 $147,513 $161,732 
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Noninterest expense decreased by $6.2 million during the three months ended June 30, 2024 to $75.1 million as compared to $81.3 million in the three months ended June 30, 2023. Changes in selected components of noninterest expense in the above table are discussed below.
Salaries, commissions and employee benefits expense is the largest component of noninterest expenses representing 62% and 64% of total noninterest expense in the three months ended June 30, 2024 and 2023, respectively. During the three months ended June 30, 2024, salaries and employee benefits expense decreased $5.8 million, or 11%, to $46.2 million as compared to $52.0 million for the three months ended June 30, 2023. This change was attributable to a decrease stemming from the Company's efficiency and scalability initiatives, as well as a $2.9 million decrease from the Company applying an updated deferral methodology for loan fees and loan origination expenses.
Six months ended June 30, 2024 compared to six months ended June 30, 2023
Noninterest expense decreased by $14.2 million during the six months ended June 30, 2024 to $147.5 million as compared to $161.7 million in the six months ended June 30, 2023. Changes in selected components of noninterest expense in the above table are discussed below.
Salaries, commissions and employee benefits expense was the largest component of noninterest expense representing 62% of total noninterest expense for both the six months ended June 30, 2024 and 2023. For the six months ended June 30, 2024, salaries, commissions and employee benefits expense decreased $10.0 million, or 10%, to $90.8 million as compared to $100.8 million for the six months ended June 30, 2023. This change was attributable to a decrease stemming from the Company's efficiency and scalability initiatives, as well as a $5.0 million decrease from the Company applying an updated deferral methodology for loan fees and loan origination expenses.
Legal and professional expense decreased by $1.4 million during the six months ended June 30, 2024 to $3.9 million as compared to $5.3 million during the six months ended June 30, 2023. The decrease was primarily driven by the completion of internal projects in the prior year.
Advertising expense includes expenses related to sponsorships, advertising, marketing, customer relations and business development, and public relations. During the six months ended June 30, 2024, advertising expense decreased $1.1 million to $3.0 million compared to $4.1 million during the six months ended June 30, 2023. This decrease is primarily attributable to marketing rebate activity with partners earned through higher transaction volumes during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
Other noninterest expense primarily includes mortgage servicing expenses, regulatory fees and deposit insurance assessments, software license and maintenance fees and various other miscellaneous expenses. Other noninterest expense decreased $2.3 million during the six months ended June 30, 2024 to $30.6 million compared to $32.9 million during the six months ended June 30, 2023. The decrease was primarily related to a $2.6 million decrease in franchise tax expense which was partially offset by $0.5 million expense related to the FDIC special assessment.
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Efficiency ratio
The efficiency ratio is one measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. This ratio is calculated by dividing noninterest expense by the sum of net interest income and noninterest income. For a core efficiency ratio, we exclude certain gains, losses and expenses we do not consider core to our business.
Our efficiency ratio was 58.6% and 62.6% for the three and six months ended June 30, 2024, respectively, and 64.8% and 64.1% for the three and six months ended June 30, 2023, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 58.3% and 58.2% for the three and six months ended June 30, 2024, respectively, and 63.5% for both the three and six months ended June 30, 2023. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.
Income taxes
Income tax expense was $10.9 million and $9.8 million for the three months ended June 30, 2024 and 2023, respectively, and $17.2 million and $19.5 million for the six months ended June 30, 2024 and 2023, respectively. This represents effective tax rates of 21.4% and 21.8% for the three months ended June 30, 2024 and 2023, respectively, and 20.2% and 21.4% for the six months ended June 30, 2024 and 2023, respectively. The primary differences from the enacted rates are applicable state income taxes and certain expenses that are not deductible, reduced for non-taxable income and deductions for equity-based compensation upon vesting of restricted stock units. Refer to Note 7 “Income taxes” in the notes to the consolidated financial statements for additional information regarding the Company's income tax expense and effective tax rates.
Financial condition
The following discussion of our financial condition compares balances as of June 30, 2024 and December 31, 2023.
Loan portfolio
The following table sets forth the balance and associated percentage of each class of financing receivable in our loan portfolio as of the dates indicated:
June 30,December 31,
 2024 2023 
(dollars in thousands)CommittedAmount Outstanding% of total outstandingCommittedAmount Outstanding% of total outstanding
Loan Type:    
Commercial and industrial
$2,900,320 $1,614,307 17 %$2,982,967 $1,720,733 18 %
Construction1,716,936 1,200,123 13 %2,123,177 1,397,313 15 %
Residential real estate:
1-to-4 family mortgage1,589,626 1,584,029 17 %1,569,525 1,568,552 17 %
Residential line of credit1,281,308 559,359 6 %1,231,038 530,912 6 %
Multi-family mortgage609,565 597,039 6 %627,387 603,804 6 %
Commercial real estate:
Owner-occupied1,352,203 1,274,705 14 %1,305,503 1,232,071 13 %
Non-owner occupied2,108,280 2,035,102 22 %2,026,491 1,943,525 21 %
Consumer and other473,992 444,889 5 %437,382 411,873 4 %
Total loans$12,032,230 $9,309,553 100 %$12,303,470 $9,408,783 100 %
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Our loans HFI portfolio is our most significant earning asset, comprising 74.3% and 74.6% of our total assets at June 30, 2024 and December 31, 2023, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer type loans that comply with our credit policies and that produce revenues consistent with our financial objectives. Our overall lending approach is primarily focused on providing credit to our customers directly in the markets we serve, but we are also party to loan syndications and participations from other banks (collectively, “participated loans”). As of June 30, 2024 and December 31, 2023, loans held for investment included approximately $237.9 million and $254.6 million, respectively, related to participated loans. We also sell loan participations to unaffiliated third-parties as part of our credit risk management and balance sheet management strategy. During the three months ended June 30, 2024 and 2023, we sold $9.0 million and $11.9 million in loan participations, respectively. During the six months ended June 30, 2024 and 2023, we sold $17.0 million and $16.3 million in loan participations, respectively. All loans, whether or not we act as a participant, are underwritten to the same standards as all other loans we originate. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.
Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Our lending activity is heavily concentrated in the geographic market areas we serve, with the highest concentration in Tennessee. This geographic concentration subjects our loan portfolio to the general economic conditions within the state. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses on loans HFI. As of June 30, 2024 and December 31, 2023, there were no concentrations of loans exceeding 10% of total loans other than our exposure to Tennessee, Alabama and the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories.
Banking regulators have established guidelines of less than 100% of tier 1 capital plus allowance for credit losses in construction lending and less than 300% of tier 1 capital plus allowance for credit losses in commercial real estate lending that management monitors as part of the risk management process. The construction concentration ratio is a percentage of the outstanding construction and land development loans to total tier 1 capital plus allowance for credit losses. The commercial real estate concentration ratio is a percentage of the outstanding balance of non-owner occupied commercial real estate, multifamily, and construction and land development loans to tier 1 capital plus allowance for credit losses. Management strives to operate within the thresholds set forth above. When our ratios are in excess of one or both of these guidelines, banking regulators generally require an increased level of monitoring in these lending areas by management.
The table below shows concentration ratios for the Bank and Company as of June 30, 2024 and December 31, 2023.
As a percentage (%) of tier 1 capital plus allowance for credit losses
FirstBankFB Financial Corporation
June 30, 2024
Construction77.5 %75.7 %
Commercial real estate248.5 %243.0 %
December 31, 2023
Construction93.3 %91.2 %
Commercial real estate265.1 %259.0 %
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Loan categories:
The principal categories of our loans held for investment portfolio are discussed below:
Commercial and industrial loans.
Commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses, and farmers for working capital and operating needs and business expansions. This category also includes loans secured by manufactured housing receivables made primarily to manufactured housing communities. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees.
Construction loans.
Construction loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small and medium-sized businesses and individuals. These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed basis and repayment depends upon project completion and sale, refinancing, or operation of the real estate.
1-4 family mortgage loans.
Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, including manufactured homes with real estate, which are both owner-occupied and investor owned. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Residential line of credit loans.
Our residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 residential properties. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Multi-family residential loans.
Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Commercial real estate owner-occupied loans.
Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower.
Commercial real estate non-owner occupied loans.
Our commercial real estate non-owner occupied loans include loans to finance commercial real estate investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale or refinancing of the property or rental income from such property.
Consumer and other loans. 
Consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans, manufactured homes (without real estate) and personal lines of credit. Consumer loans are generally secured by vehicles and other household goods, with repayment depending primarily on the cash flow of the borrower. Other loans also include loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing.






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As part of our lending policy and risk management activities, we track lending exposure of commercial and industrial and owner-occupied commercial real estate by industry classification (as defined by the North American Industry Classification System) and type to determine potential risks associated with industry concentrations, and if any risk issues could lead to additional credit loss exposure. The table below provides a summary of our commercial and industrial and owner-occupied commercial real estate portfolios by industry classification.
June 30, 2024
(dollars in thousands)CommittedAmount OutstandingNonperforming
Commercial and industrial
Real estate rental and leasing$511,219 $290,363 $153 
Construction406,679 117,142 4,800 
Finance and insurance405,920 302,140 — 
Manufacturing257,011 175,794 4,479 
Professional, scientific and technical services183,483 92,738 2,372 
Educational services164,847 31,023 — 
Wholesale trade158,989 92,144 151 
Information153,101 85,021 — 
Retail trade111,912 72,626 7,496 
Other services (except public administration)107,881 68,198 17 
Administrative and support and waste management and
   remediation services		92,342 59,985 2,308 
Transportation and warehousing88,199 75,903 121 
Health care and social assistance87,019 54,981 543 
Arts, entertainment and recreation39,588 31,233 — 
Accommodation and food services29,001 22,868 50 
Agriculture, forestry, fishing and hunting21,017 14,385 363 
Other 82,112 27,763 9 
Total $2,900,320 $1,614,307 $22,862 
Commercial real estate owner-occupied
Real estate rental and leasing$227,994 $215,616 $— 
Other services (except public administration)197,708 193,446 3,869 
Retail trade160,866 156,367 — 
Manufacturing129,113 126,053 67 
Health care and social assistance128,983 126,615 231 
Accommodation and food services105,562 104,952 — 
Construction69,779 61,959 — 
Wholesale trade69,282 66,209 — 
Transportation and warehousing62,743 35,069 — 
Professional, scientific and technical services41,377 39,435 — 
Arts, entertainment and recreation35,700 34,023 — 
Agriculture, forestry, fishing and hunting28,748 26,946 888 
Educational services24,420 22,202 — 
Finance and insurance17,638 17,220 2,668 
Management of companies and enterprises17,514 15,644 — 
Information14,129 14,065 883 
Other20,647 18,884 557 
Total $1,352,203 $1,274,705 $9,163 
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Additionally, we track our lending exposure of non-owner occupied commercial real estate and construction by collateral property type to determine potential risks associated with collateral types, and if any risk issues could lead to additional credit loss exposure.
The following table provides a summary of our non-owner occupied commercial real estate and construction loan portfolios by collateral property type:
June 30, 2024
(dollars in thousands)CommittedAmount OutstandingNonperforming
Commercial real estate non-owner occupied
Retail$515,068 $501,640 $355 
Office369,551 355,076 28 
Warehouse and industrial324,693 298,425 — 
Hotel314,842 313,224 2,764 
Self-storage138,493 132,619 — 
Land-mobile home park120,644 115,845 — 
Assisted living and special care facilities103,701 103,283 — 
Healthcare facility82,989 82,604 — 
Restaurants, bars and event venues34,934 33,069 — 
Recreation, sports and entertainment31,212 31,212 — 
Other 72,153 68,105 — 
Total $2,108,280 $2,035,102 $3,147 
Construction
Consumer:
Construction$180,460 $128,730 $3,143 
Land42,598 38,207 — 
Commercial:
Multi-family314,996 177,031 — 
Land269,557 238,734 1,653 
Recreation, sports and entertainment18,252 4,169 — 
Convenience store and gas station17,761 14,095 — 
Retail15,907 10,628 — 
Office15,781 14,567 — 
Self-storage13,394 6,235 — 
Car wash3,975 3,975 — 
Other25,836 7,108 — 
Residential Development:
Construction650,916 435,362 1,100 
Land113,708 87,487 — 
Lots33,795 33,795 — 
Total $1,716,936 $1,200,123 $5,896 




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Loan maturity and sensitivities
The following table presents the contractual maturities of our loan portfolio as of June 30, 2024. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment assumptions or scheduled repayments.
June 30, 2024
Loan type (dollars in thousands)Maturing in one
year or less		Maturing in one
to five years		Maturing in
five to fifteen years		Maturing after
fifteen years		Total
Commercial and industrial$724,149 $775,853 $113,544 $761 $1,614,307 
Construction786,669 366,184 46,587 683 1,200,123 
Residential real estate:
1-to-4 family mortgage87,273 434,646 224,583 837,527 1,584,029 
Residential line of credit54,482 94,740 409,974 163 559,359 
Multi-family mortgage24,870 420,997 122,382 28,790 597,039 
Commercial real estate:
Owner-occupied134,404 759,387 363,762 17,152 1,274,705 
Non-owner occupied182,306 1,137,252 701,586 13,958 2,035,102 
Consumer and other11,730 75,584 78,036 279,539 444,889 
Total ($)$2,005,883 $4,064,643 $2,060,454 $1,178,573 $9,309,553 
Total (%)21.5 %43.7 %22.1 %12.7 %100.0 %
For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of June 30, 2024.
June 30, 2024
Loan type (dollars in thousands)Fixed
interest rate		Floating
interest rate		Total
Commercial and industrial$394,331 $495,827 $890,158 
Construction114,703 298,751 413,454 
Residential real estate:
1-to-4 family mortgage1,124,290 372,466 1,496,756 
Residential line of credit2,823 502,054 504,877 
Multi-family mortgage304,388 267,781 572,169 
Commercial real estate:
Owner-occupied796,384 343,917 1,140,301 
Non-owner occupied991,481 861,315 1,852,796 
Consumer and other406,547 26,612 433,159 
Total ($)$4,134,947 $3,168,723 $7,303,670 
Total (%)56.6 %43.4 %100.0 %
The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of June 30, 2024.
June 30, 2024
Contractual maturity (dollars in thousands)Fixed
interest rate		Floating
interest rate		Total
One year or less$541,225$1,464,658$2,005,883
One to five years2,310,6641,753,9794,064,643
Five to fifteen years996,4891,063,9652,060,454
Over fifteen years827,794350,7791,178,573
Total ($)$4,676,172$4,633,381$9,309,553
Total (%)50.2 %49.8 %100.0 %


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Of the loans shown above with floating interest rates as of June 30, 2024, many have interest rate floors as follows:
Loans with interest rate floors (dollars in thousands)Maturing in one year or less Weighted average level of support (bps) Maturing in one to five years Weighted average level of support (bps) Maturing in five years to fifteen years Weighted average level of support (bps) Maturing after
fifteen years		Weighted average level of support (bps)TotalWeighted average level of support (bps)
Loans with
   current rates
   above floors:
1-25 bps$171 24 $— — $— — $— — $171 24 
26-50 bps3,628 50 — — 399 29 133 29 4,160 47 
51-75 bps5,275 75 8,741 70 — — — — 14,016 72 
76-100 bps12,078 100 14,763 83 7,509 95 — — 34,350 92 
101-200 bps40,824 160 98,557 157 17,143 152 14,364 155 170,888 157 
201-300 bps116,643 268 167,190 255 88,198 248 13,462 262 385,493 258 
301-400 bps159,737 372 184,843 364 190,176 347 29,215 353 563,971 360 
401-500 bps528,336 458 281,746 463 343,033 471 45,110 464 1,198,225 463 
501-600 bps240,523 532 348,248 530 229,683 537 212,679 538 1,031,133 534 
601 bps and
   above		533 688 21,912 745 17,075 695 3,624 755 43,144 725 
Total loans with
    current rates
    above floors		$1,107,748 424 $1,126,000 407 $893,216 435 $318,587 484 $3,445,551 427 
Loans at interest
    rate floors
    providing
    support:
1-25 bps$— — $678 21 $— — $— — $678 21 
26-50 bps— — 414 46 — — — — 414 46 
51-75 bps398 75 297 70 — — — — 695 73 
76-100 bps— — 34 86 — — — — 34 86 
Total loans at
    interest rate
    floors
    providing
    support		$398 75 $1,423 40 $— — $— — $1,821 48 
Asset quality
In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions, including interest rate reduction, a term extension, principal forgiveness, payment deferral, or a combination thereof, to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. Furthermore, we are committed to collecting on all of our loans. This practice leads to higher recoveries in the long-term.
Nonperforming assets
Our nonperforming assets consist of nonperforming loans, other real estate owned and other repossessed non-earning assets. As of June 30, 2024 and December 31, 2023, we had $101.5 million and $86.5 million, respectively, in nonperforming assets. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. Accrued interest receivable written off as an adjustment to interest income amounted to $0.2 million for both the three months ended June 30, 2024 and 2023. Accrued interest receivable written off as an adjustment to interest income amounted to $0.4 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $0.7 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively, and $1.0 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively.
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Nonperforming loans HFI increased by $12.3 million to $73.2 million as of June 30, 2024 compared to $60.9 million as of December 31, 2023. The increase in nonperforming loans primarily occurred in our commercial real estate owner-occupied and construction portfolios.
As of June 30, 2024 and December 31, 2023, we had $22.4 million and $21.2 million, respectively, of delinquent GNMA optional repurchase loans previously sold included on our consolidated balance sheets in loans held for sale. These are considered nonperforming assets as we do not earn any interest on the unexercised option to repurchase these loans.
As of both June 30, 2024 and December 31, 2023, other real estate owned included $0.1 million of excess land and facilities held for sale resulting from our prior acquisitions. Other repossessed assets also included other repossessed non-real estate amounting to $1.7 million and $1.1 million as of June 30, 2024 and December 31, 2023, respectively.
The following table provides details of our nonperforming assets, the ratio of such loans and other nonperforming assets to total assets, and certain other related information as of the dates presented:
June 30,December 31,
(dollars in thousands)2024 20232023 
Loan Type:  
Commercial and industrial$22,862 $2,163 $21,730 
Construction5,896 2,760 3,037 
Residential real estate:
1-to-4 family mortgage18,330 17,927 16,073 
Residential line of credit1,973 1,187 2,473 
Multi-family mortgage29 37 32 
Commercial real estate:
Owner-occupied9,163 5,803 3,188 
Non-owner occupied3,147 5,554 3,351 
Consumer and other11,823 8,701 11,039 
Total nonperforming loans HFI$73,223 $44,132 $60,923 
Commercial loans held for sale— 9,267 — 
Mortgage loans held for sale(1)
22,354 20,225 21,229 
Other real estate owned4,173 1,974 3,192 
Other repossessed assets1,720 883 1,139 
Total nonperforming assets$101,470 $76,481 $86,483 
Nonperforming loans HFI as a percentage of total loans HFI0.79 %0.47 %0.65 %
Nonperforming assets as a percentage of total assets0.81 %0.59 %0.69 %
Nonaccrual loans HFI as a percentage of loans HFI0.60 %0.34 %0.51 %
(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that have become past due greater than 90 days.
We have evaluated our loans HFI classified as nonperforming and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans HFI as of June 30, 2024 and December 31, 2023. Management also continually monitors past due loans for potential credit quality deterioration. Loans not considered nonperforming include loans 30-89 days past due that continue to accrue interest amounting to $56.2 million at June 30, 2024 as compared to $47.0 million at December 31, 2023. The increase from December 31, 2023 to June 30, 2024 primarily occurred within our construction and consumer and other portfolios.
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Allowance for credit losses
The allowance for credit losses represents the portion of the loan's amortized cost basis that we do not expect to collect due to credit losses over the loan's life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. Loan losses are charged against the allowance when we believe the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is based on the loan's amortized cost basis, excluding accrued interest receivable, as we promptly charge off uncollectible accrued interest receivable.
We calculate our expected credit loss using a lifetime loss rate methodology. We utilize probability-weighted forecasts, which consider multiple macroeconomic variables from Moody's that are applicable to each type of loan. See Note 1, "Basis of presentation," in the notes to our consolidated financial statements in our Annual Report that was filed with the SEC on February 27, 2024 for additional information regarding our methodology.
The following table presents the allocation of the allowance for credit losses on loans HFI by loan category as well as the ratio of loans by loan category compared to the total loan portfolio as of the dates indicated: 
June 30,December 31,
20242023
(dollars in thousands)AmountACL
as a % of loans HFI category		AmountACL
as a % of loans HFI category
Loan Type:
Commercial and industrial$22,530 1.40 %$19,599 1.14 %
Construction34,170 2.85 %35,372 2.53 %
Residential real estate:
   1-to-4 family mortgage25,631 1.62 %26,505 1.69 %
   Residential line of credit10,097 1.81 %9,468 1.78 %
   Multi-family mortgage8,810 1.48 %8,842 1.46 %
Commercial real estate:
   Owner-occupied11,312 0.89 %10,653 0.86 %
   Non-owner occupied24,543 1.21 %22,965 1.18 %
Consumer and other17,962 4.04 %16,922 4.11 %
    Total allowance for credit losses on loans HFI$155,055 1.67 %$150,326 1.60 %

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The following table summarizes activity in our allowance for credit losses on loans HFI during the periods indicated:
 Three Months Ended June 30,Six Months Ended June 30,Year Ended December 31,
(dollars in thousands)2024 2023 2024 2023 2023 
Allowance for credit losses on loans HFI at beginning of period$151,667 $138,809 $150,326 $134,192 $134,192 
Charge-offs:
Commercial and industrial(26)(11)(69)(57)(462)
Construction— — (92)— — 
Residential real estate:
1-to-4 family mortgage(293)(16)(293)(32)(46)
Residential line of credit— — (20)— — 
Commercial real estate:
Owner-occupied— (144)— (144)(144)
Consumer and other(594)(721)(1,366)(1,426)(2,851)
Total charge-offs$(913)$(892)$(1,840)$(1,659)$(3,503)
Recoveries:
Commercial and industrial$20 $13 $34 $80 $273 
Construction— 10 — 10 10 
Residential real estate:
1-to-4 family mortgage10 25 66 40 100 
Residential line of credit— — — — 1 
Commercial real estate:
Owner-occupied188 16 228 82 109 
Non-owner occupied— — — — 1,833 
Consumer and other143 108 449 347 573 
Total recoveries$361 $172 $777 $559 $2,899 
Net charge-offs(552)(720)(1,063)(1,100)(604)
Provision for credit losses on loans HFI3,940 2,575 5,792 7,572 16,738 
Allowance for credit losses on loans HFI at the end of
    period		$155,055 $140,664 $155,055 $140,664 $150,326 
Ratio of annualized net charge-offs during the period
    to average loans outstanding during the period		(0.02)%(0.03)%(0.02)%(0.02)%(0.01)%
Allowance for credit losses on loans HFI as a
   percentage of loans 		1.67 %1.51 %1.67 %1.51 %1.60 %
Allowance for credit losses on loans HFI as a
   percentage of nonaccrual loans HFI		276.1 %441.2 %276.1 %441.2 %311.7 %
Allowance for credit losses on loans HFI as a
   percentage of nonperforming loans 		211.8 %318.7 %211.8 %318.7 %246.7 %

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The following tables details our provision for (reversal of) credit losses on loans HFI and net (charge-offs) recoveries to average loans HFI outstanding by loan category during the periods indicated:
 Provision for (reversal of) credit losses on loans HFINet (charge-offs) recoveriesAverage loans HFIRatio of annualized net (charge-offs) recoveries to average loans HFI
(dollars in thousands)
Three months ended June 30, 2024
Commercial and industrial$5,264 $(6)$1,615,210 — %
Construction(3,138)— 1,231,476 — %
Residential real estate:
1-to-4 family mortgage(214)(283)1,578,939 (0.07)%
Residential line of credit179 — 553,711 — %
Multi-family mortgage(163)— 613,219 — %
Commercial real estate:
Owner-occupied375 188 1,241,264 0.06 %
Non-owner occupied594 — 1,997,018 — %
Consumer and other1,043 (451)432,985 (0.42)%
Total$3,940 $(552)$9,263,822 (0.02)%
Three months ended June 30, 2023
Commercial and industrial$192 $2 $1,692,181 — %
Construction(1,115)10 1,688,401 — %
Residential real estate:
1-to-4 family mortgage185 9 1,555,754 — %
Residential line of credit151 — 505,134 — %
Multi-family mortgage209 — 506,342 — %
Commercial real estate:
Owner-occupied643 (128)1,147,722 (0.04)%
Non-owner occupied1,009 — 1,920,016 — %
Consumer and other1,301 (613)371,734 (0.66)%
Total$2,575 $(720)$9,387,284 (0.03)%
Six Months Ended June 30, 2024
Commercial and industrial$2,966 $(35)$1,648,165 — %
Construction(1,110)(92)1,274,163 (0.01)%
Residential real estate:
1-to-4 family mortgage(647)(227)1,580,443 (0.03)%
Residential line of credit649 (20)543,727 (0.01)%
Multi-family mortgage(32)— 610,185 — %
Commercial real estate:
Owner-occupied431 228 1,248,862 0.04 %
Non-owner occupied1,578 — 1,993,899 — %
Consumer and other1,957 (917)425,864 (0.43)%
Total$5,792 $(1,063)$9,325,308 (0.02)%
Six Months Ended June 30, 2023
Commercial and industrial$182 $23 $1,677,865 — %
Construction102 10 1,688,177 — %
Residential real estate:
1-to-4 family mortgage1,258 8 1,561,368 — %
Residential line of credit1,691 — 501,297 — %
Multi-family mortgage338 — 497,654 — %
Commercial real estate:
Owner-occupied746 (62)1,137,610 (0.01)%
Non-owner occupied961 — 1,935,222 — %
Consumer and other2,294 (1,079)367,915 (0.59)%
Total$7,572 $(1,100)$9,367,108 (0.02)%
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 Provision for (reversal of) credit losses on loans HFINet (charge-offs) recoveriesAverage loans HFIRatio of annualized net (charge-offs) recoveries to average loans HFI
(dollars in thousands)
Year Ended December 31, 2023
Commercial and industrial$8,682 $(189)$1,678,832 (0.01)%
Construction(4,446)10 1,594,317 — %
Residential real estate:
1-to-4 family mortgage310 54 1,558,477 — %
Residential line of credit1,973 1 507,884 — %
Multi-family mortgage2,352 — 519,554 — %
Commercial real estate:
Owner occupied2,905 (35)1,169,680 — %
Non-owner occupied(784)1,833 1,925,759 0.10 %
Consumer and other5,746 (2,278)381,474 (0.60)%
Total$16,738 $(604)$9,335,977 (0.01)%
The ACL on loans HFI was $155.1 million and $150.3 million and represented 1.67% and 1.60% of loans HFI as of June 30, 2024 and December 31, 2023, respectively. For further information related to the change in the ACL refer to “Provision for credit losses” section herein and Note 3, “Loans and allowance for credit losses on loans HFI” in the notes to our consolidated financial statements.
For the three months ended June 30, 2024, we experienced net charge-offs of $0.6 million, or 0.02% of average loans HFI, compared to net charge-offs of $0.7 million, or 0.03% for the three months ended June 30, 2023. For the both six months ended June 30, 2024 and 2023, we experienced net charge-offs of $1.1 million, or 0.02% of average loans HFI. Our ratio of total nonperforming loans HFI as a percentage of total loans HFI increased by 14 basis points to 0.79% as of June 30, 2024 compared to December 31, 2023.
As a ratio of ACL to loans HFI by loan type, our construction portfolio incurred the largest increases period-over-period. Our construction portfolio is heavily reliant on the strength of the economy; and therefore, it is adversely affected by inflation and high interest rates.
We also maintain an allowance for credit losses on unfunded commitments, which decreased to $6.0 million as of June 30, 2024 from $8.8 million as of December 31, 2023 due to an 11.9% annualized or $172.0 million decrease in unfunded loan commitments during the period. Notably, there was a $209.1 million decrease in unfunded loan commitments in our construction loan category pipeline which resulted in a $2.7 million decrease in required ACL related to unfunded commitments. Our unfunded commitments in our construction loan category decreased as a result of management's concentrated effort to reduce commitments in specific categories judged to be inherently higher risk considering the current and projected economic conditions.
Loans held for sale
Mortgage loans held for sale consisted of $84.5 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $22.4 million of GNMA optional repurchase loans. This compares to $46.6 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $21.2 million of GNMA optional repurchase loans as of December 31, 2023.
Deposits
Deposits represent the Bank’s primary source of funding. We continue to focus on growing core customer deposits through our relationship driven banking philosophy, community-focused marketing programs and our treasury management services.
Total deposits were $10.47 billion and $10.55 billion as of June 30, 2024 and December 31, 2023, respectively. Noninterest-bearing deposits at June 30, 2024 and December 31, 2023 were $2.19 billion and $2.22 billion, respectively, while interest-bearing deposits were $8.28 billion and $8.33 billion at June 30, 2024 and December 31, 2023, respectively.
The decrease in noninterest-bearing deposits of $31.2 million from December 31, 2023 to June 30, 2024 is attributable to migration to interest-yielding products such as interest-bearing checking deposits, which increased by $124.1 million from December 31, 2023. The effect of the migration to interest-yielding products was slightly netted by an increase in our
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mortgage escrow deposits. These deposits which are included in noninterest-bearing deposits increased to $107.8 million as of June 30, 2024 from $63.6 million as of December 31, 2023. In addition to customers gaining additional yield with interest-bearing checking deposits from noninterest-bearing deposits, the increase in interest-bearing checking deposits was also driven by customer reallocating funds to gain additional liquidity from money market funds. Money market and savings deposits decreased by $46.9 million from December 31, 2023.
Our deposits from municipal and governmental entities, also known as public funds, decreased by $75.8 million during the period. The decrease in public funds was due to management's decision to not renew certain maturing public deposits due to rising costs of these deposits.
Customer time deposits decreased by $125.9 million from December 31, 2023 which was largely driven by three large depositor relationship customers shifting deposits away from the bank for higher yields; however, each of the customers still maintain a relationship with us.
Our deposit base also includes certain commercial and high net worth individuals that periodically place deposits with the Bank for short periods of time and can cause fluctuations from period to period in the overall level of customer deposits outstanding. These fluctuations may include certain deposits from related parties as disclosed within Note 14, “Related party transactions” in the notes to our consolidated financial statements included in this Report.
As a result of the rising interest rate environment and the shift in our deposit composition, we have experienced an increase in our cost of interest-bearing deposits and a decrease in our total deposits. Average deposit balances by type, together with the average rates per period are reflected in the average balance sheet amounts, interest paid, and rate analysis tables included in this management's discussion and analysis under the subheading “Results of operations” discussion.
The following table sets forth the distribution by type of our deposit accounts as of the dates indicated:
June 30,December 31,
2024 2023 
(dollars in thousands)Amount% of total deposits
Average rate(1)
Amount% of total deposits
Average rate(1)
Deposit Type
Noninterest-bearing demand$2,187,185 21 %— %$2,218,382 21 %— %
Interest-bearing demand2,628,554 25 %3.04 %2,504,421 24 %2.86 %
Money market3,796,058 36 %3.93 %3,819,814 36 %3.53 %
Savings deposits361,910 4 %0.07 %385,037 4 %0.06 %
Customer time deposits1,343,934 13 %3.95 %1,469,811 14 %3.15 %
Brokered and internet time deposits150,361 1 %5.37 %150,822 1 %5.27 %
Total deposits$10,468,002 100 %2.76 %$10,548,287 100 %2.39 %
Customer Time Deposits(2)
0.00-1.00%$39,198 3 %$62,464 4 %
1.01-2.00%93,432 7 %114,521 8 %
2.01-3.00%47,450 3 %51,346 4 %
3.01-4.00%120,795 9 %268,550 18 %
4.01-5.00%935,109 70 %812,781 55 %
Above 5.00%107,950 8 %160,149 11 %
Total customer time deposits$1,343,934 100 %$1,469,811 100 %
Brokered and Internet Time Deposits(2)
0.00-1.00%$— — %$99 — %
1.01-2.00%— — %— — %
2.01-3.00%248 — %248 — %
3.01-4.00%— — %— — %
4.01-5.00%— — %— — %
Above 5.00%150,113 100 %150,475 100 %
Total brokered and internet time deposits$150,361 100 %$150,822 100 %
Total time deposits$1,494,295 $1,620,633 
(1) Average rates are presented for the six months ended June 30, 2024 and the year ended December 31, 2023, respectively.
(2) Rates are presented as of period-end.
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Further details related to our deposit customer base is presented below as of the dates indicated:
June 30,December 31,
2024 2023 
(dollars in thousands)Amount% of total deposits Amount% of total deposits
Deposits by customer segment(1)
Consumer$4,675,189 45 %$4,880,890 46 %
Commercial4,270,924 41 %4,069,724 39 %
Public1,521,889 14 %1,597,673 15 %
Total deposits$10,468,002 100 %$10,548,287 100 %
(1) Segments are determined based on the customer account level.
The tables below set forth maturity information on time deposits and amounts in excess of the FDIC insurance limit as of June 30, 2024:
(dollars in thousands)AmountWeighted average interest rate at period end
Time deposits of $250 and less    
Months to maturity:
Three or less$181,283 4.03 %
Over Three to Six286,767 4.03 %
Over Six to Twelve333,839 3.84 %
Over Twelve106,689 2.93 %
Total$908,578 3.83 %
Time deposits of greater than $250
Months to maturity:
Three or less$93,093 4.44 %
Over Three to Six178,794 4.67 %
Over Six to Twelve252,818 4.70 %
Over Twelve61,012 3.90 %
Total$585,717 4.57 %
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Collateralized deposits are included within our total uninsured deposits.
Further details related to our estimated insured or collateralized deposits and uninsured and uncollateralized deposits is presented below as of the dates indicated:
June 30,December 31,
2024 2023 
Estimated insured or collateralized deposits(1)
$7,265,975 $7,414,224 
Estimated uninsured and uncollateralized deposits(1)
$3,202,027 $3,134,063 
Estimated uninsured and uncollateralized deposits as a % of total deposits(1)
30.6 %29.7 %
Estimated uninsured deposits(2)
$4,811,236 $4,899,349 
(1) Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.
(2) Amounts are shown on an unconsolidated basis consistent with regulatory reporting requirements.

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Other earning assets
Securities purchased under agreements to resell (“reverse repurchase agreements”)
We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our liquidity position into an instrument that improves the return on those funds. Securities purchased under agreements to resell totaled $59.4 million and $47.8 million at June 30, 2024 and December 31, 2023, respectively.
Federal Funds Sold
Federal funds may fluctuate from period to period depending upon our liquidity position at the time and our strategy for deploying liquidity. Federal funds sold totaled $32.5 million and $35.5 million at June 30, 2024 and December 31, 2023, respectively.
AFS debt securities portfolio
Our investment portfolio objectives include maximizing total return after other primary objectives are achieved such as, but not limited to, providing liquidity, capital preservation, and pledging collateral for certain deposit types, various lines of credit and other borrowings. The investment objectives guide the portfolio allocation among security types, maturities, and other attributes.
The fair value of our AFS debt securities portfolio was $1.48 billion and $1.47 billion as of June 30, 2024 and December 31, 2023, respectively. Included in the fair value of AFS debt securities were net unrealized losses of $182.2 million and $186.8 million as of June 30, 2024 and December 31, 2023, respectively. Current net unrealized losses are due to interest rate increases.
During the three months ended June 30, 2024, we purchased $85.0 million in AFS debt securities. No AFS debt securities were purchased during the three months ended June 30, 2023. During the six months ended June 30, 2024 and 2023, we purchased $366.6 million and $0.9 million in AFS debt securities, respectively. There were no AFS debt securities sold during the three months ended June 30, 2024 or 2023. During the six months ended June 30, 2024, we sold $207.9 million in AFS debt securities, with a weighted average yield of 2.14% and reinvested the proceeds of the sales into available-for-sale securities with a weighted average yield of 5.94%. The sales resulted in a pre-tax loss on securities of $16.2 million. We primarily sold agency collateralized mortgage obligations, agency mortgage-backed securities, U.S. Treasury and municipal securities. We reinvested the proceeds from the sales primarily into U.S. government agency AFS debt securities in order to increase the effective yield of our portfolio. There were no AFS debt securities sold during the six months ended June 30, 2023. During the three months ended June 30, 2024 and 2023, maturities and calls of AFS debt securities totaled $67.6 million and $31.6 million, respectively. During the six months ended June 30, 2024 and 2023, maturities and calls of AFS debt securities totaled $134.2 million and $58.4 million, respectively.
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The following table sets forth the fair value, scheduled maturities and weighted average yields for our AFS debt securities portfolio as of the dates indicated below:
June 30,
December 31,
 2024 2023 
(dollars in thousands)Fair value% of total investment securities
Weighted average yield (1)
Fair value% of total investment securities
Weighted average yield (1)
U.S. Treasury securities:
Maturing within one year$— — %— %$61,466 4.2 %2.50 %
Maturing in one to five years— — %— %47,030 3.2 %1.59 %
Maturing in five to ten years— — %— %— — %— %
Maturing after ten years— — %— %— — %— %
Total U.S. Treasury securities— — %— %108,496 7.4 %2.10 %
U.S. government agency securities:
Maturing within one year— — %— %— — %— %
Maturing in one to five years6,355 0.4 %1.82 %13,094 0.9 %1.96 %
Maturing in five to ten years140,092 9.5 %5.75 %6,000 0.4 %6.40 %
Maturing after ten years282,161 19.0 %6.06 %184,862 12.6 %6.23 %
Total U.S. government agency securities428,608 28.9 %5.89 %203,956 13.9 %5.96 %
Municipal securities:
Maturing within one year3,174 0.2 %2.56 %2,813 0.2 %2.23 %
Maturing in one to five years3,477 0.2 %3.25 %11,677 0.8 %5.85 %
Maturing in five to ten years13,257 0.9 %3.25 %40,304 2.7 %3.60 %
Maturing after ten years150,069 10.1 %2.84 %187,469 12.7 %2.94 %
Total municipal securities169,977 11.4 %2.88 %242,263 16.4 %3.00 %
Mortgage-backed securities - residential and commercial:
Maturing within one year2,212 0.1 %3.35 %126 — %1.57 %
Maturing in one to five years360 — %2.16 %3,239 0.2 %2.91 %
Maturing in five to ten years17,160 1.2 %2.92 %33,121 2.3 %2.97 %
Maturing after ten years860,643 58.2 %2.37 %877,446 59.6 %1.86 %
Total mortgage-backed securities - residential and commercial880,375 59.5 %2.38 %913,932 62.1 %1.90 %
Corporate securities:
Maturing within one year— — %— %— — %— %
Maturing in one to five years— — %— %— — %— %
Maturing in five to ten years3,419 0.2 %4.33 %3,326 0.2 %4.33 %
Maturing after ten years— — %— %— — %— %
Total corporate securities3,419 0.2 %4.33 %3,326 0.2 %4.33 %
          Total AFS debt securities$1,482,379 100.0 %3.46 %$1,471,973 100.0 %2.66 %
(1)Yields on a tax-equivalent basis.

Borrowed funds
Deposits are the primary source of funds for our lending activities and general business purposes. However, we may also obtain advances from the FHLB, borrow from the Federal Reserve’s Discount Window, one-off borrowing programs from the Federal Reserve, purchase federal funds and engage in overnight borrowing with correspondent banks, or enter into client repurchase agreements. We also use these sources of funds as part of our asset liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds.
Our level of short-term borrowing can fluctuate on a daily basis depending on funding needs and the sources of funds to satisfy those needs, in addition to the overall interest rate environment and cost of public funds.
Securities sold under agreements to repurchase and federal funds purchased
We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management products
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as a short-term return for their excess funds. Securities sold under agreements to repurchase totaled $21.8 million and $19.3 million at June 30, 2024 and December 31, 2023, respectively.
We also maintain lines with certain correspondent banks that provide borrowing capacity in the form of federal funds purchased. Federal funds purchased are short-term borrowings that typically mature within one to ninety days. Borrowings against these lines (i.e., federal funds purchased) totaled $55.0 million and $89.4 million as of June 30, 2024 and December 31, 2023, respectively.
FHLB short-term advances
As a member of the FHLB system, we may utilize advances from the FHLB in order to provide additional liquidity and funding. Under these short-term agreements, we maintain a line of credit that as of June 30, 2024 and December 31, 2023 had total borrowing capacity of $1.44 billion and $1.76 billion, respectively. As of June 30, 2024 and December 31, 2023, we had qualifying loans pledged as collateral securing these lines amounting to $2.50 billion and $3.01 billion, respectively. There were no FHLB advances outstanding as of June 30, 2024 or December 31, 2023.
Bank Term Funding Program
In March 2023, the Federal Reserve established the Bank Term Funding Program to make available funding to eligible depository institutions in order to help assure they have the ability to meet the needs of their depositors following the March 2023 high-profile bank failures. The program allows for advances for up to one year secured by eligible high-quality securities at par value extended at the one-year overnight index swap rate, plus 10 basis points, as of the day the advance is made. The interest rate is fixed for the term of the advance and there are no prepayment penalties. The BTFP ceased extending new borrowings on March 11, 2024. At both June 30, 2024 and December 31, 2023, we had outstanding borrowings of $130.0 million under the BTFP at a borrowing rate of 4.85% with a maturity date of December 26, 2024.
Subordinated debt
During the year ended December 31, 2003, we formed two separate trusts which issued $9.0 million and $21.0 million of floating rate trust preferred securities as part of a pooled offering of such securities. We issued junior subordinated debentures of $9.3 million, which included proceeds of common securities which we purchased for $0.3 million, and junior subordinated debentures of $21.7 million which included proceeds of common securities of $0.7 million. The trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of junior subordinated debentures issued by us. Both issuances were to the trusts in exchange for the proceeds of the securities offerings, which represent the sole asset of the trusts.
Additionally, during the year ended December 31, 2020, we placed $100.0 million of ten year fixed-to-floating rate subordinated notes, maturing September 1, 2030.
Further information related to our subordinated debt as of June 30, 2024 is detailed below:
(dollars in thousands)Year establishedMaturity Call dateTotal debt outstanding Interest rate Coupon structure
Subordinated debt issued by trust preferred securities:
  FBK Trust I (1)
200306/09/2033
6/09/2008
$9,280 8.84%
3-month SOFR plus 3.51%
  FBK Trust II (1)
200306/26/2033
6/26/2008
21,650 8.75%
3-month SOFR plus 3.41%
Additional subordinated debt:
  FBK subordinated debt I(2)
202009/01/2030
9/1/2025
100,000 4.50%
Semi-annual fixed(3)
      Unamortized debt issuance costs(419)
        Total subordinated debt, net$130,511 
(1)The Company classifies $30.0 million of the Trusts' subordinated debt as Tier 1 capital.
(2)The Company classifies the issuance, net of unamortized issuance costs as Tier 2 capital, which will be phased out 20% per year in the final five years before maturity. 
(3)Beginning on September 1, 2025 the coupon structure migrates to the 3-month SOFR plus a spread of 439 basis points through the end of the term of the debenture.



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Other borrowings
Other borrowings on our consolidated balance sheets includes our finance lease liability totaling $1.3 million as of both June 30, 2024 and December 31, 2023. In addition, other borrowings on our consolidated balance sheets include guaranteed rebooked GNMA loans previously sold that have become past due over 90 days and are eligible for repurchase totaling $22.4 million and $21.2 million as of June 30, 2024 and December 31, 2023, respectively. See Note 5, “Leases” and Note 10, “Fair value of financial instruments” within the notes to our consolidated financial statements herein for additional information regarding our finance lease and guaranteed GNMA loans eligible for repurchase, respectively.
Liquidity and capital resources
We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of clients who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our Liquidity Policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs and otherwise sustain our operations. We accomplish this through management of the maturities of our interest-earning assets and interest-bearing liabilities. We believe that our present position is adequate to meet our current and future liquidity needs.
We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to optimize our net interest margin. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.
As part of our liquidity management strategy, we focus on minimizing our costs of liquidity and attempt to decrease these costs by growing our noninterest-bearing and other low-cost deposits, while replacing higher cost funding sources. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. Increasing interest rates generally attracts customers to higher cost interest-bearing deposit products as they seek to maximize their yield.
Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. AFS debt securities within our investment portfolio are used to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments. As of June 30, 2024 and December 31, 2023, we had pledged securities related to these items with carrying values of $869.6 million and $929.5 million, respectively.
Additional sources of liquidity include federal funds purchased, repurchase agreements, FHLB borrowings, and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances. Overnight advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no FHLB advances outstanding as of June 30, 2024 or December 31, 2023. As of June 30, 2024, there was $1.44 billion available to borrow against with a remaining capacity of $1.29 billion. As of December 31, 2023, there was $1.76 billion available to borrow against with a remaining capacity of $1.30 billion.
We also maintained unsecured lines of credit with other commercial banks totaling $370.0 million as of both June 30, 2024 and December 31, 2023. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. Borrowings against these lines (i.e., federal funds purchased) totaled $55.0 million and $89.4 million as of June 30, 2024 and December 31, 2023, respectively. As of both June 30, 2024 and December 31, 2023, we also had $50.0 million available through the IntraFi network, which allows us to offer banking customers access to FDIC insurance protection on deposits through our Bank which exceed FDIC insurance limits.






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Our current on-balance sheet liquidity and available sources of liquidity are summarized in the table below:
June 30,December 31,
(dollars in thousands)2024 2023 
Current on-balance sheet liquidity:
   Cash and cash equivalents$800,902 $810,932 
   Unpledged AFS debt securities612,756 542,427 
Total on-balance sheet liquidity$1,413,658 $1,353,359 
Available sources of liquidity:
   Unsecured borrowing capacity(1)
$3,361,580 $3,350,026 
   FHLB remaining borrowing capacity1,294,743 1,297,702 
   Federal Reserve discount window2,230,338 2,431,084 
Total available sources of liquidity$6,886,661 $7,078,812 
On-balance sheet liquidity as a percentage of total assets11.3 %10.7 %
On-balance sheet liquidity and available sources of liquidity as a percentage of estimated
     uninsured and uncollateralized deposits(2)
259.2 %269.0 %
(1)Includes capacity available per internal policy in the form of brokered deposits and unsecured lines of credit.
(2)Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.
The Company also maintains the ability to access capital markets to meet its liquidity needs. The Company may utilize various methods to raise capital, including through the sale of common stock, preferred stock, debt securities, warrants, rights, or other securities. Specific terms and prices would be determined at the time of any such offering. In the past, the Company has utilized capital markets to generate liquidity in the form of common stock and subordinated debt primarily for the purpose of funding acquisitions.
The Company is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. The Company’s main source of funding is dividends declared and paid by the Bank to the Company. Statutory and regulatory limitations exist that affect the ability of the Bank to pay dividends to the Company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short-term cash obligations. For additional information regarding dividend restrictions, see the “Item 1. Business - Supervision and regulation,” “Item 1A. Risk Factors - Risks related to our business” and “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends,” each of which is set forth in our Annual Report.
Due to state banking laws, the Bank may not declare dividends in any calendar year in an amount exceeding the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the TDFI. Based upon this regulation, as of June 30, 2024 and December 31, 2023, $189.1 million and $218.4 million of the Bank’s retained earnings were available for the payment of dividends without such prior approval. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the three and six months ended June 30, 2024, there were $20.0 million and $28.5 million in cash dividends approved by the board for payment from the Bank to the holding company in addition to an asset dividend of an equity security amounting to $1.7 million. During the three and six months ended June 30, 2023, there were $8.5 million and $32.0 million in cash dividends approved by the board for payment from the Bank to the holding company. None of these required approval from the TDFI. Subsequent to June 30, 2024, the Board approved a dividend from the Bank to the holding company to be paid in the third quarter for $9.0 million that also did not require approval from the TDFI.
During the three and six months ended June 30, 2024, the Company declared shareholder dividends of $0.17 per share, or $8.0 million and $0.34 per share, or $16.1 million, respectively. During the three and six months ended June 30, 2023, the Company declared shareholder dividends of $0.15 per share, or $7.1 million and $0.30 per share, or $14.2 million, respectively. Subsequent to June 30, 2024, the Company declared a quarterly dividend in the amount of $0.17 per share, payable on August 20, 2024, to stockholders of record as of August 6, 2024.
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Shareholders’ equity and capital management
Our total shareholders’ equity was $1.50 billion as of June 30, 2024 and $1.45 billion as of December 31, 2023. Book value per common share was $32.17 as of June 30, 2024 and $31.05 as of December 31, 2023. The increase in shareholders’ equity was primarily attributable to an increase in retained net income, net of dividends declared and paid and unrealized loss reclassification adjustment for loss on sale of securities included in net income of $12.0 million (net of tax benefit) from December 31, 2023. The increase in shareholders’ equity as of June 30, 2024 was partially off-set by dividends declared and paid of $16.1 million and stock repurchases of $12.7 million.
Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. The Federal Reserve and the FDIC have issued guidelines governing the levels of capital that banks must maintain. As of June 30, 2024 and December 31, 2023, we met all capital adequacy requirements for which we were subject. See additional discussion regarding our capital adequacy and ratios within Note 12, “Minimum capital requirements” in the notes to our consolidated financial statements contained herein.
June 30, 2024FB Financial CorporationFirstBank

To be Well-Capitalized(1)
Total risk-based capital15.1 %14.9 %10.0 %
Tier 1 risk-based capital13.0 %12.7 %8.0 %
Common Equity Tier 1 ratio12.7 %12.7 %6.5 %
Tier 1 leverage11.7 %11.5 %5.0 %
(1) Applicable to Bank level capital.
Capital ratios are well above regulatory requirements for well-capitalized institutions. Management uses risk-based capital ratios in its analysis of the measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company.
ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk
Interest rate sensitivity
Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate risk exposure.
The ALCO, which is authorized by our Board of Directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.
We monitor the impact of changes in interest rates on our net interest income and economic value of equity using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet. For purposes of calculating EVE, a zero percent floor is assumed on discount factors.


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The following analysis depicts the estimated impact on net interest income and EVE of immediate changes in interest rates at the specified levels for the periods presented:
Percentage change in:
Net interest income (1)
Change in interest ratesJune 30,December 31,
(in basis points)2024 2023 
+4007.78 %8.99 %
+3006.31 %6.81 %
+2004.53 %4.65 %
+1002.40 %2.44 %
-100(2.60)%(2.86)%
-200(5.35)%(6.54)%
 Percentage change in:
Economic value of equity (2)
Change in interest ratesJune 30,December 31,
(in basis points)2024 2023 
+400(16.7)%(16.6)%
+300(14.1)%(13.6)%
+200(9.09)%(8.05)%
+100(4.36)%(3.29)%
-1003.53 %1.03 %
-2006.10 %(0.63)%
(1)The percentage change represents the projected net interest income for 12 months on a flat balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios.
(2)The percentage change in this column represents our EVE in a stable interest rate environment versus EVE in the various rate scenarios.
The results for the net interest income simulations as of June 30, 2024 and December 31, 2023 resulted in an asset sensitive position. The primary influence of our asset sensitivity is the floating rate structure in many of our loans held for investment as well as the composition of our liabilities which is primarily customer deposits. Our floating-rate loan portfolio is indexed to market rates and timing of repricing of loans and deposits varies in proportion to market rate fluctuations. We actively monitor and perform stress tests on our deposit betas as part of our overall management of interest rate risk. This requires the use of various assumptions based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive pricing in the market, we anticipate that our future results will likely be different from the scenario results presented above and such differences could be material.
The preceding measures assume no change in the size or asset/liability compositions of the balance sheet. Thus, the measures do not reflect the actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results may differ from simulated results.
We may utilize derivative financial instruments as part of an ongoing effort to mitigate interest rate risk exposure to interest rate fluctuations and facilitate the needs of our customers. For more information about our derivative financial instruments, see Note 9, “Derivatives” in the notes to our consolidated financial statements. 

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ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Report was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

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PART II
ITEM 1—LEGAL PROCEEDINGS
Various legal proceedings to which we or our subsidiaries are party arise from time to time in the normal course of business. As of the date of this Report, there are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries’ properties are subject.
ITEM 1A—RISK FACTORS
There have been no material changes to the risk factors set forth in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 21, 2024, the Company announced that its board of directors re-authorized the Company's stock repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The current repurchase plan will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on January 31, 2026, whichever date occurs earlier. The repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.
The following table provides information about repurchases of common stock by the Company during the three months ended June 30, 2024:
Period(a)
Total number of shares purchased		(b)
Average price paid per share		(c)
Total number of shares purchased as part of publicly announced plans or programs
(d)
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in thousands) (1)
April 1 - April 30209,737 $35.74 209,737 $92,504 
May 1 - May 3116,506 36.46 16,506 91,902 
June 1 - June 30127,043 36.22 127,043 87,301 
Total353,286 $35.94 353,286 $87,301 
(1) Amounts are inclusive of commissions and fees related to the stock repurchases.
ITEM 5 — OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2024, none of the Company’s directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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ITEM 6—EXHIBITS
The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Report.
EXHIBIT INDEX
Exhibit NumberDescription
Amended and Restated Charter, as amended for SEC filing purposes only (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-37875) filed on August 4, 2023)
Amended and Restated Bylaws of FB Financial Corporation (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) filed on November 14, 2016)
Registration Rights Agreement by and between FB Financial Corporation and James W. Ayers, dated September 15, 2016 (incorporated by reference as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) filed on November 14, 2016)
Employment Agreement, dated May 1, 2024, by and among FB Financial Corporation, FirstBank, and Scott J. Tansil*†
Rule 13a-14(a) Certification of Chief Executive Officer*
Rule 13a-14(a) Certification of Chief Financial Officer*
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer**
101.INSInline XBRL Instance Document*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.
†
Represents a management contract or a compensatory plan or arrangement.
90

Signatures

Pursuant to the requirements of the section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 FB Financial Corporation
 /s/ Michael M. Mettee
August 5, 2024
Michael M. Mettee
Chief Financial Officer
(Principal Financial Officer)
/s/ Jonathan Pennington
August 5, 2024
Jonathan Pennington
Chief Accounting Officer
(Principal Accounting Officer)

91

What is the market capitalization of a company?

The market capitalization sometimes referred as Marketcap, is the value of a publicly listed company.
In most cases it can be easily calculated by multiplying the share price with the amount of outstanding shares.

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