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Account
FB Financial
FBK
#4078
Rank
$2.85 B
Marketcap
๐บ๐ธ
United States
Country
$53.41
Share price
1.48%
Change (1 day)
28.54%
Change (1 year)
๐ฆ Banks
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FB Financial
Quarterly Reports (10-Q)
Financial Year FY2025 Q3
FB Financial - 10-Q quarterly report FY2025 Q3
Text size:
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false
2025
Q3
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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
September 30, 2025
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)
______________________________________________________________
Tennessee
62-1216058
(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 October 31, 2025 was
53,462,482
.
1
Table of Contents
Page
PART I.
FINANCIAL INFORMATION
Glossary Of Abbreviations And Acronyms
3
Item 1.
Consolidated Financial Statements
4
Consolidated Balance Sheets as of
S
eptember 30
, 2025 (Unaudited) and December 31, 2024
4
Consolidated Statements of Income (Unaudited) for the three and
nine
months ended
September
30, 2025 and 2024
5
Consolidated Statements of Comprehensive Income (Unaudited) for the three and
nine
months ended
September
30, 2025 and 2024
6
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three and
nine
months ended
September
30, 2025 and 2024
7
Consolidated Statements of Cash Flows (Unaudited) for the three and
nine
months ended
September
30, 2025 and 2024
9
Condensed Notes to Consolidated Financial Statements (Unaudited)
11
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operation
58
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
100
Item 4.
Controls and Procedures
102
PART II.
OTHER INFORMATION
Item 1.
Legal Proceedings
103
Item 1A.
Risk Factors
103
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
103
Item 5.
Other Information
103
Item 6.
Exhibits
104
SIGNATURES
106
2
PART I
GLOSSARY OF ABBREVIATIONS AND ACRONYMS
As used in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (this “Report”), 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 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.
ACL
Allowance for credit losses
FHLB
Federal Home Loan Bank
AFS
Available-for-sale
GAAP
U.S. generally accepted accounting principles
ALCO
Asset Liability Management Committee
GNMA
Government National Mortgage Association
ASC
Accounting Standard Codification
HFI
Held for investment
ASU
Accounting Standard Update
NIM
Net interest margin
Bank
FirstBank, subsidiary bank
OREO
Other real estate owned
BOLI
Bank-owned life insurance
PCD
Purchased credit-deteriorated
CECL
Current expected credit losses
PSU
Performance-based restricted stock units
Company
FB Financial Corporation
Report
Form 10-Q for the quarterly period ended September 30, 2025
CPR
Conditional prepayment rate
ROAA
Return on average assets
ESPP
Employee Stock Purchase Plan
ROAE
Return on average common equity
EVE
Economic value of equity
ROATCE
Return on average tangible common equity
FASB
Financial Accounting Standards Board
RSU
Restricted stock units
FDIC
Federal Deposit Insurance Corporation
SEC
U.S. Securities and Exchange Commission
FDM
Financial difficulty modification
SOFR
Secured overnight financing rate
Federal Reserve
Board of Governors of the Federal Reserve System
Southern States
Southern States Bancshares, Inc.
FFIEC
Federal Financial Institutions Examination Council
TDFI
Tennessee Department of Financial Institutions
3
FB Financial Corporation and subsidiaries
Consolidated balance sheets
(Amounts are in thousands except share and per share amounts)
September 30,
December 31,
2025 (Unaudited)
2024
ASSETS
Cash and due from banks
$
154,286
$
120,153
Federal funds sold and reverse repurchase agreements
283,451
125,825
Interest-bearing deposits in financial institutions
842,296
796,510
Cash and cash equivalents
1,280,033
1,042,488
Investments:
Available-for-sale debt securities, at fair value
1,426,951
1,538,008
Equity securities, at fair value
1,450
—
Restricted equity securities, at cost
36,231
32,749
Loans held for sale (includes $
145,789
and $
95,403
at fair value, respectively)
167,449
126,760
Loans held for investment
12,297,600
9,602,384
Less: allowance for credit losses on loans HFI
184,993
151,942
Net loans held for investment
12,112,607
9,450,442
Premises and equipment, net
183,595
148,899
Operating lease right-of-use assets
51,035
47,963
Interest receivable
60,755
49,611
Mortgage servicing rights, at fair value
149,840
162,038
Bank-owned life insurance
113,374
72,504
Other real estate owned, net
4,466
4,409
Goodwill
350,353
242,561
Core deposit and other intangibles, net
33,216
5,762
Other assets
265,104
233,288
Total assets
$
16,236,459
$
13,157,482
LIABILITIES
Deposits
Noninterest-bearing
$
2,690,635
$
2,116,232
Interest-bearing checking
2,458,625
2,906,425
Money market and savings
5,968,094
4,338,483
Customer time deposits
2,206,790
1,380,205
Brokered and internet time deposits
488,811
469,089
Total deposits
13,812,955
11,210,434
Borrowings
213,638
176,789
Operating lease liabilities
62,664
60,024
Accrued expenses and other liabilities
169,066
142,604
Total liabilities
14,258,323
11,589,851
SHAREHOLDERS’ EQUITY
Common stock, $
1
par value per share;
75,000,000
shares authorized;
53,456,522
and
46,663,120
shares issued and outstanding, respectively
53,457
46,663
Additional paid-in capital
1,163,164
860,266
Retained earnings
799,900
762,293
Accumulated other comprehensive loss, net
(
38,478
)
(
101,684
)
Total FB Financial Corporation common shareholders’ equity
1,978,043
1,567,538
Noncontrolling interest
93
93
Total equity
1,978,136
1,567,631
Total liabilities and shareholders’ equity
$
16,236,459
$
13,157,482
See the accompanying notes to the consolidated financial statements.
4
FB Financial Corporation and subsidiaries
Consolidated statements of income
(Amounts are in thousands, except per share amounts)
(Unaudited)
5
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Interest income:
Interest and fees on loans
$
209,307
$
158,625
$
522,189
$
469,610
Interest on investment securities
Taxable
14,395
13,943
43,527
35,014
Tax-exempt
1,058
1,104
3,127
3,714
Other
12,138
11,956
29,845
30,831
Total interest income
236,898
185,628
598,688
539,169
Interest expense:
Deposits
86,577
76,088
225,394
220,214
Borrowings
3,081
3,523
6,998
10,833
Total interest expense
89,658
79,611
232,392
231,047
Net interest income
147,240
106,017
366,296
308,122
Provision for credit losses on loans HFI
29,957
1,856
30,761
7,648
Provision for (reversal of) credit losses on unfunded commitments
4,460
58
11,285
(
2,728
)
Net interest income after provision for credit losses
112,823
104,103
324,250
303,202
Noninterest income:
Mortgage banking income
13,484
11,553
38,939
36,048
Investment services and trust income
4,227
3,721
11,860
10,338
Service charges on deposit accounts
4,049
3,378
10,920
9,686
ATM and interchange fees
3,388
2,840
8,943
8,598
Gain (loss) from investment securities, net
12
(
40,165
)
(
60,521
)
(
56,378
)
Loss on sales or write-downs of premises and equipment, other real estate
owned and other assets, net
(
646
)
(
289
)
(
1,035
)
(
5
)
Other income
2,121
2,465
6,009
8,786
Total noninterest income (loss)
26,635
(
16,497
)
15,115
17,073
Noninterest expenses:
Salaries, commissions and employee benefits
59,210
47,538
154,192
138,381
Merger and integration costs
16,057
—
19,192
—
Occupancy and equipment expense
7,539
6,640
20,846
19,582
Data processing
2,457
2,486
6,931
7,180
Advertising
2,453
1,947
7,118
4,977
Amortization of core deposit and other intangibles
2,079
719
3,366
2,260
Legal and professional fees
1,227
1,900
5,645
5,798
Other expense
18,834
14,982
53,376
45,547
Total noninterest expense
109,856
76,212
270,666
223,725
Income before income taxes
29,602
11,394
68,699
96,550
Income tax expense
6,227
1,174
3,046
18,393
Net income applicable to FB Financial Corporation and
noncontrolling interest
23,375
10,220
65,653
78,157
Net income applicable to noncontrolling interest
—
—
8
8
Net income applicable to FB Financial Corporation
$
23,375
$
10,220
$
65,645
$
78,149
Earnings per common share:
Basic
$
0.44
$
0.22
$
1.35
$
1.67
Diluted
0.43
0.22
1.34
1.67
See the accompanying notes to the consolidated financial statements.
5
FB Financial Corporation and subsidiaries
Consolidated statements of comprehensive income
(Amounts are in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net income
$
23,375
$
10,220
$
65,653
$
78,157
Other comprehensive income, net of tax:
Net unrealized gain in available-for-sale securities, net of tax expense
of $
1,839
, $
9,621
, $
6,518
and $
6,674
5,533
27,265
18,448
18,597
Reclassification adjustment for loss on securities included in net income,
net of tax benefit of $
—
, $
10,467
, $
15,775
and $
14,692
—
29,698
44,758
41,686
Net unrealized loss in hedging activities, net of tax benefit of $
—
, $
21
, $
—
and
$
151
—
(
59
)
—
(
428
)
Total other comprehensive income, net of tax
5,533
56,904
63,206
59,855
Comprehensive income applicable to FB Financial Corporation and noncontrolling
interest
28,908
67,124
128,859
138,012
Comprehensive income applicable to noncontrolling interest
—
—
8
8
Comprehensive income applicable to FB Financial Corporation
$
28,908
$
67,124
$
128,851
$
138,004
See the accompanying notes to the consolidated financial statements.
6
FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Amounts are in thousands except per share amounts)
(Unaudited)
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive loss, net
Total common
shareholders’ equity
Noncontrolling interest
Total shareholders’ equity
Balance at June 30, 2024:
$
46,643
$
855,391
$
730,242
$
(
131,774
)
$
1,500,502
$
93
$
1,500,595
Net income attributable to FB Financial
Corporation and noncontrolling interest
—
—
10,220
—
10,220
—
10,220
Other comprehensive income, net of
taxes
—
—
—
56,904
56,904
—
56,904
Stock-based compensation expense
1
2,350
—
—
2,351
—
2,351
Restricted stock units vested, net of
taxes
4
(
108
)
—
—
(
104
)
—
(
104
)
Shares issued under employee stock
purchase program
10
473
—
—
483
—
483
Dividends declared ($
0.17
per share)
—
—
(
8,027
)
—
(
8,027
)
—
(
8,027
)
Balance at September 30, 2024
$
46,658
$
858,106
$
732,435
$
(
74,870
)
$
1,562,329
$
93
$
1,562,422
Balance at June 30, 2025:
$
45,808
$
822,548
$
786,785
$
(
44,011
)
$
1,611,130
$
93
$
1,611,223
Net income attributable to FB Financial
Corporation and noncontrolling interest
—
—
23,375
—
23,375
—
23,375
Other comprehensive income, net of
taxes
—
—
—
5,533
5,533
—
5,533
Common stock issued in connection
with acquisition of Southern States
Bancshares, Inc. (See Note 2)
8,124
359,904
—
—
368,028
—
368,028
Repurchase of common stock
(
494
)
(
23,373
)
—
—
(
23,867
)
—
(
23,867
)
Stock-based compensation expense
1
3,753
—
—
3,754
—
3,754
Restricted stock units vested, net of
taxes
9
(
132
)
—
—
(
123
)
—
(
123
)
Shares issued under employee stock
purchase program
9
464
—
—
473
—
473
Dividends declared ($
0.19
per share)
—
—
(
10,260
)
—
(
10,260
)
—
(
10,260
)
Balance at September 30, 2025:
$
53,457
$
1,163,164
$
799,900
$
(
38,478
)
$
1,978,043
$
93
$
1,978,136
7
FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Amounts are in thousands except per share amounts)
(Unaudited)
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive loss, net
Total common
shareholders’ equity
Noncontrolling interest
Total shareholders’ equity
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
—
—
78,149
—
78,149
8
78,157
Other comprehensive income, net of
taxes
—
—
—
59,855
59,855
—
59,855
Repurchase of common stock
(
353
)
(
12,346
)
—
—
(
12,699
)
—
(
12,699
)
Stock-based compensation expense
5
7,256
—
—
7,261
—
7,261
Restricted stock units vested, net of
taxes
106
(
1,549
)
—
—
(
1,443
)
—
(
1,443
)
Performance-based restricted stock
units vested, net of taxes
30
(
374
)
—
—
(
344
)
—
(
344
)
Shares issued under employee stock
purchase program
21
861
—
—
882
—
882
Dividends declared ($
0.51
per share)
—
—
(
24,126
)
—
(
24,126
)
—
(
24,126
)
Noncontrolling interest distribution
—
—
—
—
—
(
8
)
(
8
)
Balance at September 30, 2024:
$
46,658
$
858,106
$
732,435
$
(
74,870
)
$
1,562,329
$
93
$
1,562,422
Balance at December 31, 2024:
$
46,663
$
860,266
$
762,293
$
(
101,684
)
$
1,567,538
$
93
$
1,567,631
Net income attributable to FB Financial
Corporation and noncontrolling interest
—
—
65,645
—
65,645
8
65,653
Other comprehensive income, net of
taxes
—
—
—
63,206
63,206
—
63,206
Common stock issued in connection
with acquisition of Southern States
Bancshares, Inc. (See Note 2)
8,124
359,904
—
—
368,028
—
368,028
Repurchase of common stock
(
1,514
)
(
66,499
)
—
—
(
68,013
)
—
(
68,013
)
Stock-based compensation expense
5
11,562
—
—
11,567
—
11,567
Restricted stock units vested, net of
taxes
129
(
2,295
)
—
—
(
2,166
)
—
(
2,166
)
Performance-based restricted stock
units vested, net of taxes
33
(
654
)
—
—
(
621
)
—
(
621
)
Shares issued under employee stock
purchase program
17
880
—
—
897
—
897
Dividends declared ($
0.57
per share)
—
—
(
28,038
)
—
(
28,038
)
—
(
28,038
)
Noncontrolling interest distribution
—
—
—
—
—
(
8
)
(
8
)
Balance at September 30, 2025:
$
53,457
$
1,163,164
$
799,900
$
(
38,478
)
$
1,978,043
$
93
$
1,978,136
See the accompanying notes to the consolidated financial statements.
8
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows
(Amounts are in thousands)
(Unaudited)
Nine Months Ended September 30,
2025
2024
Cash flows from operating activities:
Net income applicable to FB Financial Corporation and noncontrolling interest
$
65,653
$
78,157
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets and software
8,820
8,957
Amortization of core deposit and other intangibles
3,366
2,260
Amortization of subordinated debt issuance costs and fair value premium, net
556
290
Capitalization of mortgage servicing rights
(
2,498
)
(
4,067
)
Net change in fair value of mortgage servicing rights
14,696
11,219
Stock-based compensation expense
11,567
7,261
Provision for credit losses on loans HFI
30,761
7,648
Provision for (reversal of) credit losses on unfunded commitments
11,285
(
2,728
)
Provision for mortgage loan repurchases
233
200
Accretion of discounts and premiums on acquired loans, net
(
6,965
)
(
538
)
(Accretion) amortization of premiums and discounts on securities, net
(
2,183
)
2,787
Loss from investment securities, net
60,521
56,378
Originations of loans held for sale
(
1,012,802
)
(
913,315
)
Proceeds from sale of loans held for sale
989,777
911,650
Gain on sale and change in fair value of loans held for sale
(
28,780
)
(
26,008
)
Net loss on write-downs of premises and equipment, other real estate owned and
other assets
1,035
5
Provision for deferred income taxes
(
4,910
)
(
3,895
)
Equity method investment loss
1,733
—
Earnings on bank-owned life insurance
(
1,589
)
(
3,296
)
Changes in:
Operating lease assets and liabilities, net
(
432
)
(
1,110
)
Other assets and interest receivable
(
8,585
)
(
12,170
)
Accrued expenses and other liabilities
(
28,210
)
4,985
Net cash provided by operating activities
103,049
124,670
Cash flows from investing activities:
Activity in available-for-sale securities:
Sales
266,894
526,076
Maturities, prepayments and calls
217,865
224,070
Purchases
(
289,601
)
(
823,976
)
Proceeds from sales of equity securities
1,345
—
Net change in loans
(
432,487
)
(
73,631
)
Net (purchases) redemptions of FHLB stock
(
6
)
1,331
Purchases of premises and equipment
(
7,215
)
(
4,977
)
Proceeds from the sale of premises and equipment
1,850
489
Proceeds from the sale of other real estate owned
5,071
1,846
Purchase of equity method securities
—
(
10,000
)
Proceeds from the sale of other assets
841
898
Proceeds from bank-owned life insurance
690
7,272
Net cash acquired in business combinations
370,147
—
Net cash provided by (used in) investing activities
135,394
(
150,602
)
Cash flows from financing activities:
Net increase in deposits
133,991
423,427
Net increase (decrease) in securities sold under agreements to repurchase and federal
funds purchased
93,987
(
89,056
)
Repayment of Bank Term Funding Program borrowings
—
(
130,000
)
Redemptions on subordinated debt
(
130,930
)
—
Stock-based compensation withholding payments
(
2,787
)
(
1,787
)
Net proceeds from sale of common stock under employee stock purchase program
897
882
Repurchase of common stock
(
68,013
)
(
12,699
)
Dividends paid on common stock
(
27,729
)
(
23,847
)
Dividend equivalent payments made upon vesting of equity compensation
(
306
)
(
162
)
Noncontrolling interest distribution
(
8
)
(
8
)
Net cash (used in) provided by financing activities
(
898
)
166,750
Net change in cash and cash equivalents
237,545
140,818
Cash and cash equivalents at beginning of the period
1,042,488
810,932
Cash and cash equivalents at end of the period
$
1,280,033
$
951,750
9
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows (continued)
(Amounts are in thousands)
(Unaudited)
Nine Months Ended September 30,
2025
2024
Supplemental cash flow information:
Interest paid
$
240,014
$
229,275
Taxes paid, net
12,393
34,173
Supplemental noncash disclosures:
Transfers from loans HFI to other real estate owned
$
5,272
$
2,400
Transfers from loans HFI to other assets
4,534
3,316
Transfers from loans HFI to loans held for sale
5,306
167
Transfers from loans held for sale to loans HFI
7,481
1,850
Loans HFI provided for sales of other assets
2,074
924
(Decrease) increase in rebooked GNMA loans under optional repurchase program
(
9,697
)
9,308
Stock consideration paid in business combination
368,028
—
Trade date payable - securities
25,036
—
Trade date receivable - securities
—
365
Dividends declared not paid on restricted stock units and performance stock units
309
279
Right-of-use assets obtained in exchange for operating lease liabilities
6,404
3,925
See the accompanying notes to the consolidated financial statements.
10
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (1)—
Basis of presentation
Overview and presentation
FB Financial Corporation is a financial holding company headquartered in Nashville, Tennessee. The Company operates primarily through its wholly-owned subsidiary bank, FirstBank and its subsidiaries. As of September 30, 2025, the Bank had
91
full-service branches throughout Tennessee, Alabama, Kentucky and Georgia, and provided commercial and consumer banking services to the Asheville, North Carolina 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 consolidated 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 consolidated 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 EPS excludes dilution and is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares issuable under stock-based compensation plans where securities have been granted but are not yet vested and distributable. Diluted EPS is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding for the period, plus an incremental number of common-equivalent shares computed using the treasury stock method.
11
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following is a summary of the basic and diluted earnings per common share calculations for each of the periods presented:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Basic earnings per common share:
Earnings available to common shareholders
$
23,375
$
10,220
$
65,645
$
78,149
Weighted average basic shares outstanding
53,627,997
46,650,563
48,775,217
46,762,213
Basic earnings per common share
$
0.44
$
0.22
$
1.35
$
1.67
Diluted earnings per common share:
Earnings available to common shareholders
$
23,375
$
10,220
$
65,645
$
78,149
Weighted average basic shares outstanding
53,627,997
46,650,563
48,775,217
46,762,213
Weighted average diluted shares contingently issuable
(1)
329,065
152,767
279,231
111,824
Weighted average diluted shares outstanding
53,957,062
46,803,330
49,054,448
46,874,037
Diluted earnings per common share
$
0.43
$
0.22
$
1.34
$
1.67
(1) Excludes
56
restricted stock units outstanding considered to be antidilutive for the nine months ended September 30, 2025 and
4
and
904
restricted stock units outstanding considered to be antidilutive for the three and nine months ended September 30, 2024, respectively. There were
no
such restricted units outstanding for the three months ended September 30, 2025.
Recently modified accounting polices:
During the nine months ended September 30, 2025, the Company modified the below referenced existing accounting policies around changes to the estimation techniques and certain related inputs and assumptions used in estimating its expected credit losses on its loan portfolios and unfunded commitments. These changes represent a change in accounting estimate under ASC 250, “Accounting Changes and Error Corrections”, are applied prospectively in the period of change and did not have a material effect on the Company’s consolidated financial statements.
(A)
Allowance for credit losses
The allowance for credit losses represents the portion of the loan’s amortized cost basis that the Company does 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 management believes 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 the Company promptly charges off uncollectible accrued interest receivable. Management’s determination of the appropriateness of the allowance is based on periodic evaluation of the loan portfolio, lending-related commitments and other relevant factors, including macroeconomic forecasts and historical loss rates. The Company’s estimates of credit losses incorporate forward-looking macroeconomic projections throughout the reasonable and supportable forecast period and the subsequent historical reversion at the macroeconomic variable input level. The contractual term of the loan is adjusted for estimated prepayments based on market information and the Company’s prepayment history is incorporated in the estimate of the life of a loan. In the future, the Company may update information and forecasts that may cause significant changes in the estimate in those future quarters.
Prior to June 30, 2025, the Company calculated its expected credit loss estimate using a lifetime loss rate methodology. The Company utilized probability-weighted forecasts, which considered multiple macroeconomic variables from Moody’s that were applicable to each type of loan. Refer to Note 1, “Basis of presentation and summary of significant accounting policies” in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a detailed discussion regarding ACL methodology.
Following a periodic review of its credit loss estimation process, the Company concluded that a discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, is a more preferred approach for estimating the expected credit losses of its loan segments, except consumer and other loans, which as of June 30, 2025, utilize the weighted average remaining maturity loss rate technique. The applicable CECL estimation technique is used to estimate the expected credit loss for off-balance sheet commitments for each loan segment. As part of the updates to estimation techniques, management updated certain related inputs and assumptions used to estimate the expected credit loss. The Company determined that the use of the updated estimate techniques and related inputs
12
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
and assumptions enhances the transparency, accuracy and relevance of information relating to its allowance for credit losses through the application of data and calculations more clearly calibrated to the Company’s historical experience, the nature of its loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses.
The changes in the estimation techniques and certain related inputs and assumptions used in the determination of the Company’s expected credit losses on its loan portfolio and unfunded commitments did not have a material impact to the Company’s operating results and financial condition. The provision for credit losses for the nine months ended September 30, 2025, reflects this change in estimate and is accounted for prospectively. CECL estimates, similar to the Company’s other significant estimates, utilize inputs and assumptions that are subject to inherent estimation uncertainties and the Company may update inputs and assumptions based on portfolio composition, performance data, economic forecasts or other CECL components, consistent with the requirements of ASC 326, that may cause significant changes in CECL estimates in the future periods.
The discounted cash flow estimation technique pairs loan-level contractual term information including maturity date, payment amount and interest rate with pool level assumptions such as default rates, severity rates and prepayment speeds to estimate expected cash flows for the pool. The Company continues to utilize Moody’s forecast inputs to forecast losses during the reasonable and supportable period and reversion period that provided the strongest correlation to the Company and its peers’ historical losses. Examples of these forecast inputs include national unemployment, national housing price index, national commercial real estate index and prime rates. All significant model assumptions are recalibrated at least annually and approved by the ACL Committee.
For calculation purposes, the Company disaggregates the portfolio utilizing segmentation based primarily on FFIEC Call report segmentation, specifically following call code loan categorization. Portfolio segments may consist of multiple call codes or subsets of call codes where specific risk characteristics can be identified and segregated for modeling purposes. The primary portfolio segments include:
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 also include collateralization by inventory, accounts receivable, equipment and personal guarantees. This loan segment also includes the Company’s farmland and agriculture loans are underwritten with various terms and payment schedules and are generally collateralized by real estate, crop production, or other related assets.
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 the Company’s 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.
The Company’s residential real estate 1-to-4 family mortgage loans are primarily made with respect to and secured by single family homes in a first lien position which are both owner-occupied and investor owned. This pool also includes
100
% financed mortgages that consist of 1-to-4 family mortgages that are originated under a
100
% financing program for first time home buyers.
100
% financed mortgages loans are further evaluated separately from the 1-4 family mortgage pool due to high initial loan value. This pool also includes the Company’s manufactured housing loans secured by real estate collateral. Repayment of loans in this loan segment are primarily dependent upon the cash flow of the borrower and the value of the property.
Residential line of credit loans.
The Company’s residential line of credit loans includes junior liens consist of revolving lines of credit and term notes that are typically not in first position for liquidation preference. Repayment depends primarily on the cash flow of the borrower as well as the value of the real estate collateral.
Multi-family residential loans.
The Company’s 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.
The Company’s commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices,
13
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
warehouses, production facilities, health care facilities, retail centers, restaurants, and church 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.
The Company’s 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, and assisted living 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.
The Company’s consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans 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. Consumer and other loans also include manufactured housing loans which are comprised of loans collateralized by manufactured housing not secured by real estate. These manufacturing housing loans exhibit risk characteristics similar to both 1-to-4 family loans and consumer loans and are therefore further evaluated in a separate pool. Repayment is dependent upon the cash flow of the borrower and the value of the property. Other loans include municipal loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing.
The discounted cash flow models estimate the net present value and is compared to the amortized cost of the pool with the resulting difference between the net present value and amortized cost as the initial modeled quantitative expected credit loss estimate for such pools.
The Company considers the need to qualitatively adjust its modeled quantitative expected credit loss estimate for information not otherwise captured in the model loss estimation process. These qualitative factor adjustments may increase or decrease the Company’s estimate of expected credit losses. The Company considers the qualitative factors that are relevant to the institution as of the reporting date, which may include, but are not limited to: levels of and trends in delinquencies and performance of loans; levels of and trends in write-offs and recoveries collected; trends in volume and terms of loans; effects of any changes in reasonable and supportable economic forecasts; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and expertise; available relevant information sources that contradict the Company’s own forecast; effects of changes in prepayment expectations or other factors affecting assessments of loan contractual terms; industry conditions; and effects of changes in credit concentrations.
A loan may require an individual evaluation when it is placed on nonaccrual status or no longer exhibits similar risk characteristics. These risk characteristics may include payment performance, internal or external credit scores, collateral type, effective interest rate or term among others. A loan is deemed collateral-dependent when the borrower is experiencing financial difficulty and the repayment is expected to be primarily through sale or operation of the collateral. The allowance for credit losses for collateral-dependent loans as well as loans where foreclosure is probable is calculated as the amount for which the amortized cost basis exceeds fair value of the underlying collateral. Fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel. In cases where repayment is to be provided substantially through the sale of collateral, the Company reduces the fair value by the estimated costs to sell.
The Company evaluates all loan modifications according to the accounting guidance for loan refinancing and modifications to determine whether the modification should be accounted for as a new loan or a continuation of the existing loan. The Company derecognizes the existing loan and accounts for the modified loan as a new loan if the effective yield on the modified loan is at least equal to the effective yield for comparable loans with similar collection risks and the modifications to the original loan are more than minor. If a loan modification does not meet these conditions, it extends the existing loan’s amortized cost basis and accounts for the modified loan as a continuation of the existing loan. Substantially all of its loan modifications involving borrowers experiencing financial difficulty are accounted for as a continuation of the existing loan.
See Note 4, “Loans and allowance for credit losses” for additional details related to the Company's allowance for credit losses.
(B)
Off-balance sheet financial instruments
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to
14
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded, unless considered derivatives.
For loan commitments that are not accounted for as derivatives and when the obligation is not unconditionally cancellable by the Company, the Company applies the CECL methodology to estimate the expected credit loss for off-balance sheet commitments. The estimate of expected credit losses for off-balance sheet credit commitments is recognized as a liability. When the loan is funded, an allowance for expected credit losses is estimated for that loan using the CECL methodology, and the liability for off-balance sheet commitments is reduced. When applying the CECL methodology to estimate the expected credit loss, 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.
See Note 11, “Commitments and contingencies” for additional details related to the Company's off-balance sheet financial instruments.
Recently adopted accounting standards:
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the chief operating decision maker when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280, “Segment Reporting,” to be included in interim periods. The Company adopted this standard effective December 31, 2024, for annual financial statements and subsequent interim periods beginning in 2025, and retrospectively updated its disclosures. Refer to Note 12 for further information. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.
In December 2023, the FASB issued ASU 2023-08, “Intangibles – Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.” This update requires entities to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and reflect changes from remeasurement in net income. Additionally, an entity that receives crypto assets as noncash consideration in the ordinary course of business and converts them nearly immediately into cash is required to classify those cash receipts as cash flows from operating activities. Lastly, the update requires entities to provide interim and annual disclosures about the types of crypto assets they hold and any changes in their holdings of crypto assets. This guidance became effective January 1, 2025. Currently, the Company does not hold or facilitate transactions with crypto assets; however, if circumstances change the Company will evaluate any crypto asset activities and the applicable consolidated financial statement and disclosure requirements in accordance with the guidance.
Newly issued not yet effective accounting standards:
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This ASU requires disclosures of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied on a prospective basis. Retrospective application is permitted. While the Company continues to evaluate the impact, ASU 2023-09 is not expected to have a material impact on the Company’s income tax disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update is intended to provide investors more detailed disclosures around specific types of expenses. This ASU requires certain details for expenses presented on the face of the consolidated statements of income as well as selling expenses to be presented in the notes to the consolidated financial statements. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is evaluating the impact this will have on the Company's consolidated financial statements and related disclosures.
15
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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 September 30, 2025, but prior to the issuance of these financial statements that would have a material impact on the Company’s consolidated financial statements.
Note (2)—
Mergers and acquisitions:
The merger with Southern States Bancshares, Inc. was accounted for pursuant to ASC 805, “Business Combinations”. Accordingly, the purchase price of the merger was allocated to the acquired assets and liabilities assumed based on estimated fair values as of July 1, 2025. The excess of the purchase price over the net assets acquired was recorded as goodwill.
Effective July 1, 2025, the Company completed its merger with Southern States Bancshares, Inc. and its wholly-owned subsidiary, Southern States Bank, with FB Financial Corporation continuing as the surviving entity. After consolidating duplicative locations, the merger added
13
branches and expanded the Company’s footprint in Alabama and Georgia. Under the terms of the agreement, the Company acquired total assets of $
2,830,374
, total loans of $
2,267,305
and assumed total deposits of $
2,468,530
. The Company transferred consideration of $
368,028
through a combination of the issuance of
8,124,241
shares of common stock and payment of $
327
in cash to settle outstanding stock options and cash in lieu of fractional shares.
The calculation of goodwill is subject to change for up to one year after the date of acquisition as additional information relative to the closing date estimates and uncertainties become available. As such, goodwill recorded in connection with the Southern States merger is not final and subject to change if additional information becomes available during the measurement period. Additionally, the final goodwill calculation may be impacted by the completion of the final tax return for Southern States, along with the review of certain contracts acquired or assumed. Preliminary goodwill of $
107,792
was recorded in connection with the transaction. The goodwill is not deductible for income tax purposes. Goodwill is included in the Banking segment as substantially all of the operations resulting from the merger with Southern States are in alignment with the Company’s banking business.
The Company recognized a core deposit intangible of $
30,820
and is amortizing the intangible asset over its estimated useful life of
10
years using the sum of years digits method.
The Company incurred $
16,057
and $
19,192
in merger expenses during the three and nine months ended September 30, 2025, respectively, in connection with this transaction. These expenses are primarily comprised of legal and professional fees, severance and other employee-related costs, costs associated with branch consolidation and integration costs. Additional merger-related and integration costs will be expensed in future periods as incurred.
The following table presents an allocation of the consideration to net assets acquired:
Purchase Price:
Net shares issued
8,124,241
Purchase price per share on June 30, 2025
$
45.30
Value of stock consideration
$
368,028
Cash consideration for outstanding stock options and fractional shares
327
Total purchase price
$
368,355
Fair value of net assets acquired
260,563
Goodwill resulting from merger
$
107,792
16
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Net assets acquired
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the merger date:
As of July 1, 2025
Southern States Bancshares, Inc.
ASSETS
Cash and cash equivalents
$
370,474
Investments
38,175
Loans held for sale, at fair value
756
Loans HFI
2,266,549
Allowance for credit losses on PCD loans
(
7,518
)
Premises and equipment
37,016
Bank-owned life insurance
39,971
Core deposit intangible
30,820
Other assets
54,131
Total assets
$
2,830,374
LIABILITIES
Deposits:
Noninterest-bearing
$
562,479
Interest-bearing checking
102,666
Money market and savings
1,161,832
Customer time deposits
515,120
Brokered and internet time deposits
126,433
Total deposits
2,468,530
Borrowings
83,008
Accrued expenses and other liabilities
18,273
Total liabilities assumed
2,569,811
Net assets acquired
$
260,563
Purchased credit-deteriorated loans
Under the CECL methodology, the Company is required to determine whether purchased loans held for investment have experienced more-than-insignificant deterioration in credit quality since origination, a PCD loan. Loans that have experienced this level of deterioration in credit quality are subject to special accounting at initial recognition and measurement. The Company initially measures the amortized cost of a PCD loan by adding the acquisition date estimate of expected credit losses to the loan’s purchase price (i.e. the “gross up” approach). There is no provision for credit loss recognized upon acquisition of a PCD loan because the initial allowance is established through gross-up of the loans’ amortized cost.
The Company determined that
17.0
% of the Southern States loan portfolio had more-than-insignificant deterioration in credit quality since origination as of the merger date. These PCD loans were primarily loans that were either delinquent, in nonaccrual status or otherwise exhibited signs of credit deterioration prior to the merger.
As of July 1, 2025
Southern States Bancshares, Inc.
Purchased credit-deteriorated loans
Principal balance
$
402,735
Allowance for credit losses at acquisition
(
7,518
)
Net discount attributable to other factors
(
10,381
)
Loans purchased credit-deteriorated fair value
$
384,836
Loans recognized through acquisition that have not experienced more-than-insignificant credit deterioration since origination (non-PCD loans) are initially recognized at the purchase price. Expected credit losses are measured under CECL through the provision for credit losses. The Company recorded provisions for credit losses in the amounts of $
25,123
as of July 1, 2025 in the statement of income related to estimated credit losses on non-PCD loans from Southern States. Additionally, the Company estimates expected credit losses on off-balance sheet loan commitments that are not
17
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
accounted for as derivatives. The Company recorded an increase in provision for credit losses on unfunded commitments of $
3,243
.
Pro forma financial information (unaudited)
The results of operations of Southern States have been included in the Company’s consolidated financial statements prospectively beginning on July 1, 2025. The Company has determined it is impractical to disclose stand-alone revenues and earnings for legacy Southern States subsequent to the merger date, due to the merging of certain processes and converting of operational systems during the third quarter of 2025.
The following unaudited pro forma condensed consolidated financial information presents the results of operations for the three and nine months ended September 30, 2025 and 2024, as though the Southern States merger had been completed as of January 1, 2024. The unaudited pro forma information combines the historical results of Southern States with the Company’s previously reported financial results, applies the impact of purchase accounting adjustments from the merger, as well as subsequent recognition of those purchase accounting adjustments, such as accretion from purchased loans, amortization from purchased deposits and debt and amortization of certain acquired intangible assets as if the merger was completed as of January 1, 2024, and excludes $
28,366
of initial provision expense for credit losses on acquired loans and unfunded commitments from the third quarter of 2025 and instead includes such expenses in the first quarter of 2024. Merger expenses are reflected in the period in which they were incurred. The pro forma information presented below are hypothetical and is not intended to be indicative of the results of operations that would have occurred had the transaction been effective as of the assumed date. Additionally, these results do not include any effect of cost-saving or revenue-enhancing strategies.
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net interest income
$
143,783
$
134,597
$
419,954
$
389,691
Total revenues
170,418
119,857
426,430
410,887
Net income applicable to FB Financial Corporation
41,977
19,716
90,846
88,578
18
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (3)—
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 September 30, 2025 and December 31, 2024:
September 30, 2025
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
$
656,685
$
31
$
(
3,519
)
$
—
$
653,197
Mortgage-backed securities - residential
619,439
511
(
32,363
)
—
587,587
Mortgage-backed securities - commercial
11,201
8
(
528
)
—
10,681
Municipal securities
185,472
480
(
20,541
)
—
165,411
U.S. Treasury securities
7,061
19
—
—
7,080
Corporate securities
2,983
17
(
5
)
—
2,995
Total
$
1,482,841
$
1,066
$
(
56,956
)
$
—
$
1,426,951
December 31, 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
$
564,752
$
172
$
(
1,917
)
$
—
$
563,007
Mortgage-backed securities - residential
927,883
393
(
117,277
)
—
810,999
Mortgage-backed securities - commercial
15,965
—
(
1,108
)
—
14,857
Municipal securities
169,498
20
(
21,661
)
—
147,857
U.S. Treasury securities
299
—
—
—
299
Corporate securities
1,000
—
(
11
)
—
989
Total
$
1,679,397
$
585
$
(
141,974
)
$
—
$
1,538,008
The components of amortized cost for AFS debt securities on the consolidated balance sheets exclude accrued interest receivable as the Company has elected to present accrued interest receivable separately on the consolidated balance sheets. As of September 30, 2025 and December 31, 2024, total accrued interest receivable on AFS debt securities was $
5,246
and $
6,401
, respectively.
AFS debt securities pledged at September 30, 2025 and December 31, 2024 had carrying amounts of $
818,235
and $
937,043
, respectively, and were pledged to secure 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 both September 30, 2025 and December 31, 2024, there were
no
trade date receivables related to sales settled after period end. At September 30, 2025, there were $
25,036
of trade date payables that related to purchases settled after period end. At December 31, 2024, there were
no
such trade date payables.
19
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following tables show gross unrealized losses on AFS debt securities for which an allowance for credit losses has
no
t been recorded at September 30, 2025 and December 31, 2024, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
September 30, 2025
Less than 12 months
12 months or more
Total
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
U.S. government agency securities
$
547,360
$
(
2,712
)
$
71,347
$
(
807
)
$
618,707
$
(
3,519
)
Mortgage-backed securities - residential
191,440
(
1,976
)
165,468
(
30,387
)
356,908
(
32,363
)
Mortgage-backed securities - commercial
—
—
8,795
(
528
)
8,795
(
528
)
Municipal securities
5,050
(
25
)
135,571
(
20,516
)
140,621
(
20,541
)
Corporate securities
—
—
995
(
5
)
995
(
5
)
Total
$
743,850
$
(
4,713
)
$
382,176
$
(
52,243
)
$
1,126,026
$
(
56,956
)
December 31, 2024
Less than 12 months
12 months or more
Total
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
U.S. government agency securities
$
494,885
$
(
1,908
)
$
714
$
(
9
)
$
495,599
$
(
1,917
)
Mortgage-backed securities - residential
209,078
(
8,956
)
441,502
(
108,321
)
650,580
(
117,277
)
Mortgage-backed securities - commercial
2,222
(
19
)
12,635
(
1,089
)
14,857
(
1,108
)
Municipal securities
34,059
(
2,376
)
110,173
(
19,285
)
144,232
(
21,661
)
Corporate securities
—
—
989
(
11
)
989
(
11
)
Total
$
740,244
$
(
13,259
)
$
566,013
$
(
128,715
)
$
1,306,257
$
(
141,974
)
As of September 30, 2025 and December 31, 2024, the Company’s AFS debt securities portfolio consisted of
322
and
271
individual securities,
214
and
248
of which were in an unrealized loss position, respectively.
The Company has historically not recorded any credit losses in AFS debt securities as 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. Municipal debt securities with market values below amortized cost at September 30, 2025 and December 31, 2024 were reviewed for material credit events and/or rating downgrades with individual credit reviews performed. The issuers of these municipal 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 September 30, 2025 and December 31, 2024, 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, no allowance for credit losses was recognized on AFS debt securities as of September 30, 2025 or December 31, 2024. 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.
20
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The amortized cost and fair value of AFS debt securities by contractual maturity as of September 30, 2025 and December 31, 2024 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.
September 30,
December 31,
2025
2024
Available-for-sale
Available-for-sale
Amortized cost
Fair Value
Amortized cost
Fair Value
Due in one year or less
$
205
$
203
$
849
$
847
Due in one to five years
14,433
14,445
4,186
4,600
Due in five to ten years
346,312
342,997
225,954
222,943
Due in over ten years
491,251
471,038
504,560
483,762
852,201
828,683
735,549
712,152
Mortgage-backed securities - residential
619,439
587,587
927,883
810,999
Mortgage-backed securities - commercial
11,201
10,681
15,965
14,857
Total AFS debt securities
$
1,482,841
$
1,426,951
$
1,679,397
$
1,538,008
Sales and other dispositions of AFS debt securities were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Proceeds from sales
$
440
$
318,194
$
266,894
$
526,076
Proceeds from maturities, prepayments and calls
83,204
89,834
217,865
224,070
Gross realized gains
—
—
104
90
Gross realized losses
—
40,165
60,637
56,468
Equity Securities
Equity securities, at fair value
As of September 30, 2025, the Company held $
1,450
in marketable equity securities recorded at fair value. There was
no
such securities as of December 31, 2024.
The change in the fair value of equity securities recorded at fair value resulted in a net gain of $
12
for both the three and nine months ended September 30, 2025. There was
no
such amounts recognized for the three and nine months ended September 30, 2024.
Restricted equity securities, at cost
The table below represents the Company’s restricted equity securities held at cost as of September 30, 2025 and December 31, 2024.
September 30,
December 31,
2025
2024
FHLB stock
$
34,813
$
32,749
First National Banker's Bankshares, Inc. stock
1,168
—
Pacific Coast Banker's Bank stock
250
—
Total restricted equity securities, at cost
$
36,231
$
32,749
Equity securities without readily determinable market value
The Company held equity securities without a readily determinable market value included in other assets on the consolidated balance sheets with carrying amounts of $
28,703
and $
23,459
at September 30, 2025 and December 31, 2024, respectively.
21
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Equity method investment
The Company holds equity securities of a privately held entity which originates manufactured housing loans through utilization of its proprietary technology. As of September 30, 2025 and December 31, 2024, the Company has the ability to exercise significant influence over this entity and therefore accounts for these equity securities under the equity method. Under this method, the carrying value of the investment is adjusted to reflect the Company’s proportionate share of the investee's profit or loss. This investment is reported in other assets on the consolidated balance sheets with carrying amounts of $
18,237
and $
19,970
as of September 30, 2025 and December 31, 2024, respectively. The Company’s investment includes a basis difference of $
17,103
, which is accounted for as equity method goodwill.
Note (4)—
Loans and allowance for credit losses on loans HFI
Loans outstanding as of September 30, 2025 and December 31, 2024, by class of financing receivable are as follows:
September 30,
December 31,
2025
2024
Commercial and industrial
$
2,155,105
$
1,691,213
Construction
1,195,392
1,087,732
Residential real estate:
1-to-4 family mortgage
1,852,626
1,616,754
Residential line of credit
707,303
602,475
Multi-family mortgage
736,424
653,769
Commercial real estate:
Owner-occupied
2,124,920
1,357,568
Non-owner occupied
2,890,233
2,099,129
Consumer and other
635,597
493,744
Gross loans
12,297,600
9,602,384
Less: Allowance for credit losses on loans HFI
(
184,993
)
(
151,942
)
Net loans
$
12,112,607
$
9,450,442
As of September 30, 2025 and December 31, 2024, $
946,552
and $
988,177
, respectively, of qualifying residential mortgage loans (including loans held for sale) and $
1,762,269
and $
1,620,510
, respectively, of qualifying commercial mortgage loans were pledged to the FHLB system securing advances against the Bank’s line of credit. Additionally, as of September 30, 2025 and December 31, 2024, qualifying commercial and industrial, construction and consumer loans, of $
2,777,841
and $
2,561,352
, 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 consolidated balance sheets. As of September 30, 2025 and December 31, 2024, accrued interest receivable on loans HFI amounted to $
52,549
and $
40,970
, respectively.
22
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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.
23
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following tables present the credit quality of the Company’s commercial type loan portfolio as of September 30, 2025 and December 31, 2024 and the gross charge-offs for the nine months ended September 30, 2025 and the year ended December 31, 2024 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 nine months
ended September 30, 2025
2025
2024
2023
2022
2021
Prior
Revolving Loans Amortized Cost Basis
Total
Commercial and industrial
Pass
$
262,123
$
287,681
$
240,254
$
144,729
$
57,647
$
203,087
$
861,567
$
2,057,088
Special Mention
2,023
2,205
5,311
13,784
1,075
15,697
5,996
46,091
Classified
452
2,199
7,210
28,853
284
4,470
8,458
51,926
Total
264,598
292,085
252,775
187,366
59,006
223,254
876,021
2,155,105
Current-period gross
charge-offs
—
—
54
—
—
2,413
604
3,071
Construction
Pass
251,643
233,754
77,666
260,663
114,563
179,489
91
1,117,869
Special Mention
—
1,067
3,304
17,698
10,129
4,162
—
36,360
Classified
—
153
2,916
18,284
243
19,567
—
41,163
Total
251,643
234,974
83,886
296,645
124,935
203,218
91
1,195,392
Current-period gross
charge-offs
—
—
—
—
—
—
399
399
Residential real estate:
Multi-family mortgage
Pass
36,254
36,045
38,514
246,213
208,116
161,957
—
727,099
Special Mention
—
—
—
—
—
—
—
—
Classified
—
—
—
592
8,715
18
—
9,325
Total
36,254
36,045
38,514
246,805
216,831
161,975
—
736,424
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
258,439
320,426
216,259
355,833
291,000
561,544
80,743
2,084,244
Special Mention
—
408
4,491
1,369
6,229
14,691
290
27,478
Classified
—
—
427
7,938
120
4,713
—
13,198
Total
258,439
320,834
221,177
365,140
297,349
580,948
81,033
2,124,920
Current-period gross
charge-offs
—
—
—
—
—
17
—
17
Non-owner occupied
Pass
194,723
238,750
126,491
678,639
536,518
846,729
230,228
2,852,078
Special Mention
—
—
4,783
8,410
4,559
10,054
—
27,806
Classified
—
—
1,008
—
4,594
4,747
—
10,349
Total
194,723
238,750
132,282
687,049
545,671
861,530
230,228
2,890,233
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Total commercial loan types
Pass
1,003,182
1,116,656
699,184
1,686,077
1,207,844
1,952,806
1,172,629
8,838,378
Special Mention
2,023
3,680
17,889
41,261
21,992
44,604
6,286
137,735
Classified
452
2,352
11,561
55,667
13,956
33,515
8,458
125,961
Total
$
1,005,657
$
1,122,688
$
728,634
$
1,783,005
$
1,243,792
$
2,030,925
$
1,187,373
$
9,102,074
Current-period gross
charge-offs
$
—
$
—
$
54
$
—
$
—
$
2,430
$
1,003
$
3,487
24
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
As of and for the year ended
December 31, 2024
2024
2023
2022
2021
2020
Prior
Revolving Loans Amortized Cost Basis
Total
Commercial and industrial
Pass
$
194,185
$
182,677
$
130,148
$
56,460
$
29,735
$
104,236
$
909,398
$
1,606,839
Special Mention
2,684
2,425
7,609
277
285
2,015
24,345
39,640
Classified
—
175
19,125
4,424
1,659
6,201
13,150
44,734
Total
196,869
185,277
156,882
61,161
31,679
112,452
946,893
1,691,213
Current-period gross
charge-offs
—
116
950
506
1,234
7
8,267
11,080
Construction
Pass
190,058
116,122
349,716
99,225
27,616
54,099
199,596
1,036,432
Special Mention
156
87
15,432
389
10
576
—
16,650
Classified
—
—
7,314
290
8,335
—
18,711
34,650
Total
190,214
116,209
372,462
99,904
35,961
54,675
218,307
1,087,732
Current-period gross
charge-offs
—
—
122
—
—
—
—
122
Residential real estate:
Multi-family mortgage
Pass
40,076
3,800
232,415
223,076
51,948
69,652
21,883
642,850
Special Mention
—
—
—
—
—
—
—
—
Classified
—
—
—
9,919
—
1,000
—
10,919
Total
40,076
3,800
232,415
232,995
51,948
70,652
21,883
653,769
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
185,416
103,060
247,049
215,798
102,580
396,288
84,226
1,334,417
Special Mention
—
—
1,370
2,582
—
6,133
—
10,085
Classified
—
—
6,324
235
61
5,371
1,075
13,066
Total
185,416
103,060
254,743
218,615
102,641
407,792
85,301
1,357,568
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Non-owner occupied
Pass
198,591
36,027
526,417
445,598
111,943
689,158
58,255
2,065,989
Special Mention
—
4,836
—
1,527
—
19,311
—
25,674
Classified
—
—
—
136
—
7,330
—
7,466
Total
198,591
40,863
526,417
447,261
111,943
715,799
58,255
2,099,129
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Total commercial loan types
Pass
808,326
441,686
1,485,745
1,040,157
323,822
1,313,433
1,273,358
6,686,527
Special Mention
2,840
7,348
24,411
4,775
295
28,035
24,345
92,049
Classified
—
175
32,763
15,004
10,055
19,902
32,936
110,835
Total
$
811,166
$
449,209
$
1,542,919
$
1,059,936
$
334,172
$
1,361,370
$
1,330,639
$
6,889,411
Current-period gross
charge-offs
—
116
1,072
506
1,234
7
8,267
11,202
25
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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. 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 present the credit quality by classification of the Company’s consumer type loan portfolio as of September 30, 2025 and December 31, 2024 and the gross charge-offs for the nine months ended September 30, 2025 and the year ended December 31, 2024 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 nine months
ended September 30, 2025
2025
2024
2023
2022
2021
Prior
Revolving Loans Amortized Cost Basis
Total
Residential real estate:
1-to-4 family mortgage
Performing
$
271,131
$
229,222
$
169,347
$
430,061
$
347,851
$
375,569
$
—
$
1,823,181
Nonperforming
330
920
2,378
8,800
5,974
11,043
—
29,445
Total
271,461
230,142
171,725
438,861
353,825
386,612
—
1,852,626
Current-period gross
charge-offs
—
—
4
—
—
754
—
758
Residential line of credit
Performing
—
—
—
—
—
—
704,961
704,961
Nonperforming
—
—
—
—
—
—
2,342
2,342
Total
—
—
—
—
—
—
707,303
707,303
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Consumer and other
Performing
134,005
159,677
85,141
72,047
31,276
133,392
355
615,893
Nonperforming
523
3,674
3,733
1,815
3,083
6,876
—
19,704
Total
134,528
163,351
88,874
73,862
34,359
140,268
355
635,597
Current-period gross
charge-offs
1,434
118
76
104
86
989
4
2,811
Total consumer type loans
Performing
405,136
388,899
254,488
502,108
379,127
508,961
705,316
3,144,035
Nonperforming
853
4,594
6,111
10,615
9,057
17,919
2,342
51,491
Total
$
405,989
$
393,493
$
260,599
$
512,723
$
388,184
$
526,880
$
707,658
$
3,195,526
Current-period gross
charge-offs
$
1,434
$
118
$
80
$
104
$
86
$
1,743
$
4
$
3,569
26
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
As of and for the year ended
December 31, 2024
2024
2023
2022
2021
2020
Prior
Revolving Loans Amortized Cost Basis
Total
Residential real estate:
1-to-4 family mortgage
Performing
$
223,520
$
165,395
$
443,372
$
360,188
$
129,674
$
266,661
$
—
$
1,588,810
Nonperforming
27
941
7,254
6,357
4,192
9,173
—
27,944
Total
223,547
166,336
450,626
366,545
133,866
275,834
—
1,616,754
Prior-period gross
charge-offs
10
54
150
130
67
28
—
439
Residential line of credit
Performing
—
—
—
—
—
—
600,581
600,581
Nonperforming
—
—
—
—
—
—
1,894
1,894
Total
—
—
—
—
—
—
602,475
602,475
Prior-period gross
charge-offs
—
—
—
—
—
—
73
73
Consumer and other
Performing
139,684
93,817
76,286
35,507
29,387
102,233
652
477,566
Nonperforming
1,300
1,749
1,686
3,139
2,548
5,755
1
16,178
Total
140,984
95,566
77,972
38,646
31,935
107,988
653
493,744
Prior-period gross
charge-offs
1,593
511
302
278
69
298
—
3,051
Total consumer type loans
Performing
363,204
259,212
519,658
395,695
159,061
368,894
601,233
2,666,957
Nonperforming
1,327
2,690
8,940
9,496
6,740
14,928
1,895
46,016
Total
$
364,531
$
261,902
$
528,598
$
405,191
$
165,801
$
383,822
$
603,128
$
2,712,973
Prior-period gross
charge-offs
1,603
565
452
408
136
326
73
3,563
Nonaccrual and Past Due Loans
The following tables represent an analysis of the aging by class of financing receivable as of September 30, 2025 and December 31, 2024:
September 30, 2025
30-89 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
$
975
$
20
$
6,906
$
2,147,204
$
2,155,105
Construction
5,132
415
30,953
1,158,892
1,195,392
Residential real estate:
1-to-4 family mortgage
24,132
18,159
11,286
1,799,049
1,852,626
Residential line of credit
1,930
496
1,846
703,031
707,303
Multi-family mortgage
—
—
9,325
727,099
736,424
Commercial real estate:
Owner occupied
1,875
361
10,639
2,112,045
2,124,920
Non-owner occupied
3,676
—
5,649
2,880,908
2,890,233
Consumer and other
16,909
6,860
12,844
598,984
635,597
Total
$
54,629
$
26,311
$
89,448
$
12,127,212
$
12,297,600
27
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
December 31, 2024
30-89 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
$
1,204
$
730
$
9,661
$
1,679,618
$
1,691,213
Construction
3,288
538
10,915
1,072,991
1,087,732
Residential real estate:
1-to-4 family mortgage
24,376
15,319
12,625
1,564,434
1,616,754
Residential line of credit
2,302
357
1,537
598,279
602,475
Multi-family mortgage
979
—
21
652,769
653,769
Commercial real estate:
Owner occupied
1,996
94
9,551
1,345,927
1,357,568
Non-owner occupied
—
3,512
2,667
2,092,950
2,099,129
Consumer and other
13,710
3,797
12,381
463,856
493,744
Total
$
47,855
$
24,347
$
59,358
$
9,470,824
$
9,602,384
The following tables provide the amortized cost basis of loans on nonaccrual status, as well as any related allowance as of September 30, 2025 and December 31, 2024 by class of financing receivable.
September 30, 2025
Nonaccrual
with no
related
allowance
Nonaccrual
with
related
allowance
Commercial and industrial
$
1,173
$
5,733
Construction
13,449
17,504
Residential real estate:
1-to-4 family mortgage
—
11,286
Residential line of credit
—
1,846
Multi-family mortgage
8,715
610
Commercial real estate:
Owner occupied
7,137
3,502
Non-owner occupied
5,414
235
Consumer and other
—
12,844
Total
$
35,888
$
53,560
December 31, 2024
Nonaccrual
with no
related
allowance
Nonaccrual
with
related
allowance
Commercial and industrial
$
5,294
$
4,367
Construction
1,653
9,262
Residential real estate:
1-to-4 family mortgage
1,562
11,063
Residential line of credit
148
1,389
Multi-family mortgage
—
21
Commercial real estate:
Owner occupied
6,415
3,136
Non-owner occupied
2,224
443
Consumer and other
—
12,381
Total
$
17,296
$
42,062
28
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following presents interest income recognized on nonaccrual loans for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Commercial and industrial
$
179
$
46
$
209
$
615
Construction
365
308
867
448
Residential real estate:
1-to-4 family mortgage
70
6
76
40
Residential line of credit
65
1
96
40
Multi-family mortgage
5
—
171
1
Commercial real estate:
Owner occupied
—
—
8
124
Non-owner occupied
8
—
120
89
Consumer and other
145
—
204
—
Total
$
837
$
361
$
1,751
$
1,357
Accrued interest receivable written off as an adjustment to interest income amounted to $
549
and $
1,890
for the three and nine months ended September 30, 2025, respectively, and $
128
and $
536
for the three and nine months ended September 30, 2024, respectively.
29
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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. Tables within this section exclude loans that were paid off or are otherwise no longer in the loan portfolio as of period end.
The following table presents the amortized cost of FDM loans as of September 30, 2025 and 2024 by type of concession granted that were modified during the three and nine months ended September 30, 2025 and 2024.
Term Extension
Payment deferral
Interest Rate Reduction
Combination
(1)
Total
% of total class of financing receivables
Three Months Ended September 30, 2025
Commercial and industrial
$
6
$
—
$
—
$
—
$
6
—
%
Construction
787
—
—
—
787
0.1
%
Commercial real estate:
Owner occupied
244
—
—
—
244
—
%
Non-owner occupied
—
4,594
—
—
4,594
0.2
%
Total
$
1,037
$
4,594
$
—
$
—
$
5,631
—
%
Nine Months Ended September 30, 2025
Commercial and industrial
$
152
$
—
$
—
$
—
$
152
—
%
Construction
1,326
—
142
3,305
4,773
0.4
%
Residential real estate:
1-to-4 family mortgage
461
1,832
—
—
2,293
0.1
%
Commercial real estate:
Owner occupied
244
—
—
—
244
—
%
Non-owner occupied
—
4,594
—
—
4,594
0.2
%
Consumer and other
—
—
—
63
63
—
%
Total
$
2,183
$
6,426
$
142
$
3,368
$
12,119
0.1
%
Three Months Ended September 30, 2024
Commercial and industrial
$
—
$
—
$
—
$
7,038
$
7,038
0.4
%
Construction
—
—
—
1,713
1,713
0.2
%
Total
$
—
$
—
$
—
$
8,751
$
8,751
0.1
%
Nine Months Ended September 30, 2024
Commercial and industrial
$
—
$
—
$
—
$
7,038
$
7,038
0.4
%
Construction
—
—
—
15,908
15,908
1.5
%
Consumer and other
38
—
—
97
135
—
%
Total
$
38
$
—
$
—
$
23,043
$
23,081
0.2
%
(1)
Includes FDM loans modified with a combination of term extension, payment deferral and interest rate reduction modifications.
30
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:
Three Months Ended September 30, 2025
Weighted average term extension
(in months)
Weighted average payment deferral
(in months)
Weighted average interest rate reduction
Commercial and industrial
13
—
—
%
Construction
2
—
—
%
Commercial real estate:
Owner occupied
3
—
—
%
Non-owner occupied
—
7
—
%
Nine months ended September 30, 2025
Weighted average term extension
(in months)
Weighted average payment deferral
(in months)
Weighted average interest rate reduction
Commercial and industrial
35
—
—
%
Construction
4
4
2.50
%
Residential real estate:
1-to-4 family mortgage
300
4
—
%
Commercial real estate:
Owner occupied
3
—
—
%
Non-owner occupied
—
7
—
Consumer and other
13
—
2.00
%
Three Months Ended September 30, 2024
Weighted average term extension
(in months)
Weighted average payment deferral
(in months)
Weighted average interest rate reduction
Commercial and industrial
12
12
—
%
Construction
360
5
0.10
%
Nine Months Ended September 30, 2024
Weighted average term extension
(in months)
Weighted average payment deferral
(in months)
Weighted average interest rate reduction
Commercial and industrial
12
12
—
%
Construction
44
3
0.10
%
Consumer and other
25
—
1.49
%
For FDM loans, a subsequent payment default is defined as the earlier of the FDM loans being placed on nonaccrual status or reaching 30 days past due with respect to principal and/or interest payments.
The following tables depict loans defaulted that were previously modified in the prior 12 months:
Three Months Ended September 30, 2025
Term Extension
Payment deferral
Interest Rate Reduction
Combination
(1)
Residential real estate:
1-to-4 family mortgage
$
—
$
—
$
—
$
313
(1)
Includes FDM loans modified with a combination of term extension, payment deferral and interest rate reduction modifications.
31
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Nine Months Ended September 30, 2025
Term Extension
Payment deferral
Interest Rate Reduction
Combination
(1)
Construction
$
—
$
—
$
142
$
—
Residential real estate:
1-to-4 family mortgage
461
—
—
313
Consumer and other
—
—
—
63
(1)
Includes FDM loans modified with a combination of term extension, payment deferral and interest rate reduction modifications.
During the three and nine months ended September 30, 2024, consumer and other loans of $
32
defaulted that were previously modified in the prior 12 months by receiving a term extension. At September 30, 2025 and December 31, 2024, the Company did not have any material commitments to lend additional funds to borrowers whose loans were classified as a FDM loan.
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 tables below depict the performance of loans HFI as of September 30, 2025 and 2024 made to borrowers experiencing financial difficulty that were modified in the prior twelve months.
September 30, 2025
30-89 days
past due and accruing
interest
90 days or
more and accruing
interest
Nonaccrual
loans
(1)
Loans current
on payments
and accruing
interest
Total
Commercial and industrial
$
—
$
—
$
—
$
152
$
152
Construction
—
—
3,305
1,468
4,773
Residential real estate:
1-to-4 family mortgage
313
—
1,464
1,193
2,970
Residential line of credit
—
—
—
29
29
Commercial real estate:
Owner-occupied
—
—
244
—
244
Non-owner occupied
—
—
1,031
3,562
4,593
Consumer and other
—
63
—
—
63
Total
$
313
$
63
$
6,044
$
6,404
$
12,824
(1) Loans were on nonaccrual when modified and subsequently classified as FDM.
September 30, 2024
30-89 days
past due and accruing
interest
90 days or
more and accruing
interest
Nonaccrual
loans
(1)
Loans current
on payments
and accruing
interest
Total
Commercial and industrial
$
—
$
—
$
7,038
$
—
$
7,038
Construction
—
—
1,713
14,195
15,908
Residential real estate:
1-to-4 family mortgage
—
—
22
—
22
Consumer and other
32
—
—
104
136
Total
$
32
$
—
$
8,773
$
14,299
$
23,104
(1) Loans were on nonaccrual when modified and subsequently classified as FDM.
32
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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 by class of financing receivable.
September 30, 2025
Type of Collateral
Real Estate
Land
Business Assets
Total
Commercial and industrial
$
1,303
$
—
$
23,630
$
24,933
Construction
30,001
1,653
—
31,654
Residential real estate:
1-to-4 family mortgage
3,925
—
—
3,925
Multi-family mortgage
8,715
—
—
8,715
Commercial real estate:
Owner occupied
1,096
6,041
1,664
8,801
Non-owner occupied
16,048
—
—
16,048
Total
$
61,088
$
7,694
$
25,294
$
94,076
December 31, 2024
Type of Collateral
Real Estate
Land
Business Assets
Total
Commercial and industrial
$
—
$
—
$
8,492
$
8,492
Construction
22,047
1,653
—
23,700
Residential real estate:
1-to-4 family mortgage
1,843
—
—
1,843
Residential line of credit
148
—
—
148
Multi-family mortgage
9,919
—
—
9,919
Commercial real estate:
Owner occupied
—
6,415
—
6,415
Non-owner occupied
6,886
—
—
6,886
Total
$
40,843
$
8,068
$
8,492
$
57,403
Allowance for Credit Losses on Loans HFI
Beginning on June 30, 2025, the Company made changes to the estimation techniques and certain related inputs and assumptions used in estimating its expected credit losses on its loan portfolios and unfunded commitments. Prior to the changes, the Company primarily used a lifetime loss rate model to determine the allowance for credit losses. Following a periodic review of its credit loss estimation process, the Company concluded that a discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, is a more preferred approach for estimating expected credit losses of its loan segments, except consumer and other loans, which utilize the weighted average remaining maturity loss rate technique. The applicable CECL estimation technique is used to estimate the expected credit loss for off-balance sheet commitments for each loan segment. As part of the updates to estimation techniques, management updated certain related inputs and assumptions used to estimate the expected credit loss. The Company determined that the use of the updated estimate techniques and related inputs and assumptions enhances the transparency, accuracy and relevance of information relating to its allowance for credit losses through the application of data and calculations more clearly calibrated to the Company’s historical experience, the nature of its loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses.
The changes in the estimation techniques and certain related inputs and assumptions used in the determination of the Company’s expected credit losses on its loan portfolio and unfunded commitments did not have a material impact to the Company’s operating results and financial condition. The provision for credit losses for the nine months ended September 30, 2025, reflects this change in estimate and is accounted for prospectively after the transition date. Refer to Note 1, “Basis of presentation” in the consolidated financial statements for further specific information on the changes.
33
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The Company performed evaluations within its updated qualitative framework, assessing for information not otherwise captured in model loss estimation process. The Company considers the qualitative factors that are relevant to the institution as of the reporting date, which may include, but are not limited to: levels of and trends in delinquencies and performance of loans; levels of and trends in write-offs and recoveries collected; trends in volume and terms of loans; effects of any changes in reasonable and supportable economic forecasts; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and expertise; available relevant information sources that contradict the Company’s own forecast; effects of changes in prepayment expectations or other factors affecting assessments of loan contractual terms; industry conditions; and effects of changes in credit concentrations.
As a result of the Southern States merger, the Company recorded a total increase of $
32,641
in the allowance for credit losses on loans as of the July 1, 2025 merger date. This included
$
7,518
of allowance for credit losses on acquired PCD loans, which was established through acquisition accounting adjustments using the gross-up method, whereby the initial allowance is added to the fair value of the loan to determine its amortized cost. Additionally,
$
25,123
of allowance for credit losses was established on acquired non-PCD loans through provision expense recognized in the post-combination financial statements for the
three and nine months ended September 30, 2025
.
See Note 2, “Mergers and acquisitions” for additional details related to allowance associated with acquired loan portfolio.
The following tables provide the changes in the allowance for credit losses on loans HFI by class of financing receivable for the three and nine months ended September 30, 2025 and 2024:
Commercial
and industrial
Construction
1-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 September 30, 2025
Beginning balance -
June 30, 2025
$
20,271
$
21,848
$
30,262
$
8,671
$
10,894
$
11,939
$
26,303
$
18,760
$
148,948
Initial allowance on loans
purchased with
deteriorated credit quality
1,959
298
64
31
159
1,515
3,418
74
7,518
Loans charged off
(
100
)
(
399
)
(
322
)
—
—
—
—
(
888
)
(
1,709
)
Recoveries of loans
previously charged-off
12
—
6
11
—
4
—
246
279
Provision for credit losses
on loans HFI
3,933
6,110
3,049
1,745
762
6,902
0
4,352
3,104
29,957
Ending balance -
September 30, 2025
$
26,075
$
27,857
$
33,059
$
10,458
$
11,815
$
20,360
$
34,073
$
21,296
$
184,993
Nine Months Ended September 30, 2025
Beginning balance -
December 31, 2024
$
16,667
$
31,698
$
25,340
$
10,952
$
10,512
$
11,993
$
25,531
$
19,249
$
151,942
Initial allowance on loans
purchased with
deteriorated credit quality
1,959
298
64
31
159
1,515
3,418
74
7,518
Loans charged-off
(
3,071
)
(
399
)
(
758
)
—
—
(
17
)
—
(
2,811
)
(
7,056
)
Recoveries of loans
previously charged-off
227
—
26
12
—
34
529
1,000
1,828
Impact of change in
accounting estimate for
current expected credit
losses
3,504
(
4,705
)
2,717
(
3,428
)
258
(
1,074
)
(
1,747
)
(
2,373
)
(
6,848
)
Provision for credit losses
on loans HFI
6,789
965
5,670
2,891
886
7,909
6,342
6,157
37,609
Ending balance -
September 30, 2025
$
26,075
$
27,857
$
33,059
$
10,458
$
11,815
$
20,360
$
34,073
$
21,296
$
184,993
34
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Commercial
and industrial
Construction
1-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 September 30, 2024
Beginning balance -
June 30, 2024
$
22,530
$
34,170
$
25,631
$
10,097
$
8,810
$
11,312
$
24,543
$
17,962
$
155,055
Loans charged off
(
90
)
—
(
2
)
(
53
)
—
—
—
(
770
)
(
915
)
Recoveries of loans
previously charged-off
23
—
9
18
—
12
—
202
264
Provision for (reversal of)
credit losses on loans
HFI
1,670
(
3,612
)
341
662
834
243
98
1,620
1,856
Ending balance -
September 30, 2024
$
24,133
$
30,558
$
25,979
$
10,724
$
9,644
$
11,567
$
24,641
$
19,014
$
156,260
Nine Months Ended September 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
Loans charged-off
(
159
)
(
92
)
(
295
)
(
73
)
—
—
—
(
2,136
)
(
2,755
)
Recoveries of loans
previously charged-off
57
—
75
18
—
240
—
651
1,041
Provision for (reversal of)
credit losses on loans
HFI
4,636
(
4,722
)
(
306
)
1,311
802
674
1,676
3,577
7,648
Ending balance -
September 30, 2024
$
24,133
$
30,558
$
25,979
$
10,724
$
9,644
$
11,567
$
24,641
$
19,014
$
156,260
Note (5)—
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 nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Balance at beginning of period
$
2,998
$
4,173
$
4,409
$
3,192
Transfers from loans
1,975
—
5,272
2,400
Acquired through merger or acquisition
120
—
120
—
Proceeds from sale of other real estate owned
(
659
)
(
412
)
(
5,071
)
(
1,846
)
Gain (loss) on sale of other real estate owned
32
18
(
225
)
33
Write-downs and partial liquidations
—
—
(
39
)
—
Balance at end of period
$
4,466
$
3,779
$
4,466
$
3,779
Included within the other real estate owned balance above, foreclosed residential real estate properties totaled $
1,877
and $
2,880
as of September 30, 2025 and December 31, 2024, respectively.
The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $
7,568
and $
7,652
as of September 30, 2025 and December 31, 2024, respectively.
35
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (6)—
Goodwill and intangible assets
Goodwill represents the excess of the cost of a business combination over the fair value of the net assets acquired.
Goodwill
Balance at December 31, 2024
242,561
Addition from merger with Southern States (See Note 2)
107,792
Balance at September 30, 2025
$
350,353
The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or more frequently, if an event occurs or circumstances change which indicate that the fair value of a reporting unit is below its carrying amount. Impairment is the condition that exists when the carrying amount of the reporting unit exceeds the fair value of that reporting unit. The Company performed a qualitative assessment as of October 1, 2024 and determined it was more likely than not the fair value of the reporting units exceeded its carrying value, including goodwill. As such,
no
impairment of goodwill was recorded. No events of circumstances since the October 1, 2024 annual impairment test were noted that would indicate it was more likely than not a goodwill impairment exists.
Core deposit and other intangibles include core deposit intangibles and a customer base trust intangible.
The composition of core deposit and other intangibles, which excludes fully amortized intangibles, as of September 30, 2025 and December 31, 2024 is as follows:
Core deposit and other intangibles
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
September 30, 2025
Core deposit intangible
$
90,655
$
(
57,732
)
$
32,923
Customer base trust intangible
1,600
(
1,307
)
293
Total core deposit and other intangibles
$
92,255
$
(
59,039
)
$
33,216
December 31, 2024
Core deposit intangible
$
59,835
$
(
54,486
)
$
5,349
Customer base trust intangible
1,600
(
1,187
)
413
Total core deposit and other intangibles
$
61,435
$
(
55,673
)
$
5,762
Amortization of core deposit and other intangibles totaled $
2,079
and $
3,366
for the three and nine months ended September 30, 2025, respectively, and $
719
and $
2,260
for the three and nine months ended September 30, 2024, respectively.
During the third quarter of 2025, the Company recorded $
30,820
of core deposit intangibles resulting from the Southern States merger. See Note 2, “Mergers and acquisitions” for additional information regarding this transaction.
The estimated aggregate future years amortization expense of core deposit and other intangibles is as follows:
Remaining 2025
$
1,934
2026
7,089
2027
5,996
2028
4,877
2029
3,904
2030
3,112
Thereafter
6,304
$
33,216
36
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (7)—
Leases
As of September 30, 2025, the Company was the lessee in
50
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 September 30, 2025 and December 31, 2024:
September 30,
December 31,
Classification
2025
2024
Right-of-use assets:
Operating leases
Operating lease right-of-use assets
$
51,035
$
47,963
Finance leases
Premises and equipment, net
1,063
1,145
Total right-of-use assets
$
52,098
$
49,108
Lease liabilities:
Operating leases
Operating lease liabilities
$
62,664
$
60,024
Finance leases
Borrowings
1,154
1,229
Total lease liabilities
$
63,818
$
61,253
Weighted average remaining lease term (in years) -
operating
11.0
11.0
Weighted average remaining lease term (in years) -
finance
9.6
10.4
Weighted average discount rate - operating
3.68
%
3.47
%
Weighted average discount rate - finance
1.76
%
1.76
%
The components of total lease expense included in the consolidated statements of income were as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
Classification
2025
2024
2025
2024
Operating lease costs:
Amortization of right-of-use asset
Occupancy and equipment
$
2,023
$
1,362
$
5,846
$
5,048
Short-term lease cost
Occupancy and equipment
70
96
229
282
Variable lease cost
Occupancy and equipment
333
321
1,302
1,024
Loss on lease terminations
Occupancy and equipment
265
—
265
—
Finance lease costs:
Interest on lease liabilities
Interest expense on borrowings
6
6
16
17
Amortization of right-of-use asset
Occupancy and equipment
28
28
83
83
Sublease income
Occupancy and equipment
(
214
)
(
96
)
(
634
)
(
407
)
Total lease cost
$
2,511
$
1,717
$
7,107
$
6,047
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.
37
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
A maturity analysis of operating and finance lease liabilities and a reconciliation of cash flows to lease liabilities as of September 30, 2025 is as follows:
Operating
Finance
Leases
Lease
September 30, 2026
$
2,317
$
31
September 30, 2027
9,127
123
September 30, 2028
8,658
125
September 30, 2029
7,744
127
September 30, 2030
6,718
129
Thereafter
42,864
721
Total undiscounted future minimum lease payments
77,428
1,256
Less: imputed interest
(
14,764
)
(
102
)
Lease liabilities
$
62,664
$
1,154
Note (8)—
Mortgage servicing rights
Changes in the Company’s mortgage servicing rights were as follows for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Carrying value at beginning of period
$
153,464
$
164,505
$
162,038
$
164,249
Capitalization
849
1,418
2,498
4,067
Change in fair value:
Due to payoffs/paydowns
(
3,438
)
(
3,518
)
(
9,703
)
(
10,067
)
Due to change in valuation inputs or assumptions
(
1,035
)
(
5,308
)
(
4,993
)
(
1,152
)
Carrying value at end of period
$
149,840
$
157,097
$
149,840
$
157,097
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 nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Servicing income
$
6,836
$
7,244
$
20,849
$
21,907
Change in fair value of mortgage servicing rights
(
4,473
)
(
8,826
)
(
14,696
)
(
11,219
)
Change in fair value of derivative hedging instruments
1,083
4,336
4,006
(
648
)
Servicing income
3,446
2,754
10,159
10,040
Servicing expenses
1,409
1,732
4,974
5,612
Net servicing income
$
2,037
$
1,022
$
5,185
$
4,428
38
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Data and key economic assumptions, as well as the valuation's sensitivity to interest rate fluctuations, related to the Company’s mortgage servicing rights as of September 30, 2025 and December 31, 2024 are as follows:
September 30,
December 31,
2025
2024
Unpaid principal balance of mortgage loans sold and serviced for others
$
9,716,824
$
10,235,048
Weighted-average prepayment speed (CPR)
6.51
%
6.04
%
Estimated impact on fair value of a 10% increase
$
(
4,133
)
$
(
4,213
)
Estimated impact on fair value of a 20% increase
$
(
7,972
)
$
(
8,168
)
Discount rate
9.65
%
10.2
%
Estimated impact on fair value of a 100 bp increase
$
(
7,000
)
$
(
7,515
)
Estimated impact on fair value of a 200 bp increase
$
(
13,416
)
$
(
14,397
)
Weighted-average coupon interest rate
3.64
%
3.59
%
Weighted-average servicing fee (basis points)
27
27
Weighted-average remaining maturity (in months)
337
336
The sensitivity calculations above are hypothetical changes and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by the Company, which were not included in the above sensitivities, would serve to offset the estimated impacts to fair value included in the table above. See Note 12, “Derivatives” for additional information on these derivative instruments.
As of September 30, 2025 and December 31, 2024, the Company held mortgage escrow deposits totaling $
131,588
and $
68,995
, respectively, related to loans sold with servicing retained.
Note (9)—
Borrowings
The Company has access to various sources of funds that allow for management of interest rate exposure and liquidity. The following table summarizes the Company's outstanding borrowings and weighted average interest rates as of September 30, 2025 and December 31, 2024:
Outstanding Balance
Weighted Average Interest Rate
September 30,
December 31,
September 30,
December 31,
2025
2024
2025
2024
Securities sold under agreements to repurchase
and federal funds purchased
$
107,486
$
13,499
4.23
%
0.20
%
Subordinated debt, net
83,338
130,704
5.01
%
5.28
%
Other borrowings
22,814
32,586
0.09
%
0.07
%
Total
$
213,638
$
176,789
Securities sold under agreements to repurchase and federal funds purchased
Securities sold under agreements to repurchase are financing arrangements that mature daily. Securities sold under agreements to repurchase totaled $
12,486
and $
13,499
as of September 30, 2025 and December 31, 2024, respectively. The weighted average interest rate of the Company's securities sold under agreements to repurchase was
0.17
% and
0.20
% as of September 30, 2025 and December 31, 2024, respectively. The fair value of securities pledged to secure repurchase agreements may decline. The Company manages this risk by having a policy to pledge securities valued at
100
% of the outstanding balance of repurchase agreements.
The Bank maintains 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 fourteen days. As of September 30, 2025 and December 31, 2024, the aggregate total borrowing capacity under these lines amounted to $
405,000
and $
370,000
, respectively. As of September 30, 2025, borrowings against these lines, which are classified as federal funds purchased, totaled $
95,000
with a weighted average rate of
4.77
%. There were
no
such borrowings outstanding as of December 31, 2024.
39
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Information concerning securities sold under agreement to repurchase and federal funds purchased as of or for the nine months ended September 30, 2025 and year ended December 31, 2024 is summarized as follows:
September 30, 2025
December 31, 2024
Balance at period-end
$
107,486
$
13,499
Average daily balance during the period
11,773
21,339
Average interest rate during the period
0.72
%
1.72
%
Maximum month-end balance during the period
$
107,486
$
78,228
Weighted average interest rate at period-end
4.23
%
0.20
%
Federal Home Loan Bank Advances
As a member of the FHLB, the Company may utilize advances from the FHLB in order to provide additional liquidity and funding. Under these short-term agreements, the Company maintains a line of credit that as of September 30, 2025 and December 31, 2024 had total borrowing capacity of $
1,551,283
and $
1,397,905
, respectively. As of September 30, 2025 and December 31, 2024, the Company had qualifying loans pledged as collateral securing these lines amounting to $
2,708,821
and $
2,608,687
, respectively. There were
no
FHLB advances outstanding as of September 30, 2025 or December 31, 2024.
Information concerning FHLB advances as of or for the nine months ended September 30, 2025 within the table below. There were
no
FHLB advances outstanding as of or for the year ended December 31, 2024.
September 30, 2025
Balance at period-end
$
—
Average daily balance during the period
12,821
Average interest rate during the period
4.48
%
Maximum month-end balance during the period
$
100,000
Weighted average interest rate at period-end
—
%
Subordinated Debt
Prior to September 30, 2025, the Company had issued junior subordinated debentures through
two
separate trusts which issued floating rate trust preferred securities to external investors. The trusts were created for the sole purpose of issuing
30-year
capital trust preferred securities to fund the purchase of the junior subordinated debentures. In September 2025, the Company redeemed notes related to these trusts at the principal amount plus accrued and unpaid interest pursuant to the terms of the debentures. As a result of this redemption, the Company redeemed $
30,930
of junior subordinated debentures.
Separately, during September 2025, the Bank redeemed $
100,000
of
ten-year
fixed-to-floating rate subordinated notes. This redemption was executed at the principal amount plus accrued interest, in accordance with the terms of the notes.
On July 1, 2025, the Company assumed
three
separate fixed-to-floating rate subordinated notes in connection with its merger with Southern States with a principal balance totaling $
92,500
. As of September 30, 2025, no other subordinated debt remained outstanding apart from the debt assumed through this business combination.
40
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Further details regarding our subordinated debt as of September 30, 2025 are provided below.
Name
Year established
Maturity
Call date
Total debt outstanding
Interest rate
Coupon structure
February 2032 Subordinated Debt
(1)
2022
02/07/2032
02/07/2027
$
47,500
3.50
%
Quarterly fixed
(2)
October 2032 Subordinated Debt
(1)
2022
10/26/2032
10/26/2027
40,000
7.00
%
Quarterly fixed
(2)
December 2031 Subordinated Debt
(1)
2021
12/22/2031
12/31/2026
5,000
3.50
%
Quarterly fixed
(2)
Unamortized fair value marks
(
9,162
)
Total subordinated debt, net
$
83,338
(1)
The Company classifies the issuance, net of unamortized fair value marks, as Tier 2 capital, which will be phased out 20% per year in the final five years before maturity.
(2)
Beginning on each respective call date, the coupon structure migrates to 3M SOFR plus a spread of
205
basis points,
306
basis points and
242
basis points for the February 2032, October 2032 and December 2031 subordinated issues, respectively, through the end of the term of each debenture.
Other Borrowings
As of September 30, 2025 and December 31, 2024, other borrowings included a finance lease liability amounting to $
1,154
and $
1,229
, respectively. Additionally, as of September 30, 2025 and December 31, 2024, the Company recorded $
21,660
and $
31,357
, respectively, of optional repurchase commitments of government guaranteed GNMA loans that meet certain defined delinquency rates under their contractual terms that were eligible for optional repurchase and recorded in both loans held for sale and other borrowings.
See Note 7, “Leases” and Note 13, “Fair Value of financial instruments” for additional information regarding the Company's finance lease and guaranteed GNMA loans eligible for repurchase, respectively.
Note (10)—
Income taxes
The following table presents a reconciliation of income taxes for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Federal taxes calculated
at statutory rate
$
6,217
21.0
%
$
2,392
21.0
%
$
14,427
21.0
%
$
20,275
21.0
%
Increase (decrease)
resulting from:
State taxes, net of federal
benefit
125
0.4
%
(
986
)
(
8.7
)
%
372
0.5
%
(
776
)
(
0.8
)
%
(Benefit) expense from
stock-based compensation
(
29
)
(
0.1
)
%
(
1
)
—
%
(
408
)
(
0.6
)
%
75
0.1
%
Municipal interest
income, net of interest
disallowance
(
408
)
(
1.4
)
%
(
313
)
(
2.7
)
%
(
1,221
)
(
1.8
)
%
(
1,014
)
(
1.1
)
%
Bank-owned life insurance
(
151
)
(
0.5
)
%
(
81
)
(
0.7
)
%
(
334
)
(
0.5
)
%
(
692
)
(
0.7
)
%
Section 162(m) limitation
110
0.4
%
43
0.4
%
795
1.2
%
247
0.3
%
Expiration of the statute of
limitations
(1)
—
—
%
—
—
%
(
8,713
)
(
12.7
)
%
—
—
%
Interest on refunds
(1)
—
—
%
—
—
%
(
2,591
)
(
3.8
)
%
—
—
%
Other
363
1.2
%
120
1.0
%
719
1.1
%
278
0.3
%
Income tax expense, as
reported
$
6,227
21.0
%
$
1,174
10.3
%
$
3,046
4.4
%
$
18,393
19.1
%
(1) For the nine months ended September 30, 2025, a one-time tax benefit of $
10,713
was recognized due to the expiration of the statute of limitations with respect to an amended income tax return and the associated interest.
On July 4, 2025, new tax legislation referred to as the One Big Beautiful Bill Act was enacted into law by the federal government. The tax provisions of the One Big Beautiful Bill Act did not have a material impact on our income tax expense. The retroactive extension of bonus depreciation has afforded the Company additional income tax deductions for 2025, reducing the anticipated income taxes payable for 2025.
41
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (11)—
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.
September 30,
December 31,
2025
2024
Commitments to extend credit, excluding interest rate lock commitments
$
3,190,375
$
2,770,105
Letters of credit
66,586
69,855
Balance at end of period
$
3,256,961
$
2,839,960
As of September 30, 2025 and December 31, 2024, unfunded loan commitments included above with floating interest rates totaled $
2,988,878
and $
2,573,218
, respectively.
Beginning on June 30, 2025, a discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, was utilized to estimate the expected credit losses of its loan segments, except consumer and other loans, which utilize the weighted average remaining maturity loss rate technique. The Company determined that the use of the updated estimate techniques and related inputs and assumptions enhances the transparency, accuracy and relevance of information relating to its allowance for credit losses through the application of data and calculations more clearly calibrated to our historical experience, the nature of its loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses. See “Note 1, “Basis of presentation” for further discussion on the change in estimate. The changes are accounted for as a change in estimate included in the provision for credit losses for the nine months ended September 30, 2025 and did not have a material impact to the Company's operating results and financial condition.
As part of the 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 September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Balance at beginning of period
$
12,932
$
5,984
$
6,107
$
8,770
Provision for credit losses on unfunded commitments
acquired in business combination
3,243
—
3,243
—
Impact of change in accounting estimate for current
expected credit losses
—
—
6,452
—
Provision for (reversal of) credit losses on unfunded
commitments
1,217
58
1,590
(
2,728
)
Balance at end of period
$
17,392
$
6,042
$
17,392
$
6,042
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 or otherwise indemnify the investor against certain losses under the terms of the warranties. When the Company is required to repurchase the loans, the loans are recorded at fair value in loans HFI. The total principal amount of loans
42
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
repurchased or indemnified for was $
2,576
and $
5,827
for the three and nine months ended September 30, 2025, respectively and $
1,382
and $
4,893
for the three and nine months ended September 30, 2024, respectively.
At September 30, 2025 and December 31, 2024, the Company had $
740
and $
697
, respectively, of reserves associated with potential losses on loans previously sold included in accrued expenses and other liabilities on the Company's consolidated balance sheets.
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 (12)—
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 item other assets or other liabilities at fair value in accordance with ASC 815, “Derivatives and Hedging.” See Note 1, “Basis of presentation and summary of significant accounting policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on the Company’s accounting policies related to derivative instruments and hedging activities.
Derivatives designated as fair value hedges
The Company periodically 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 both September 30, 2025 and December 31, 2024, the Company did
not
hold any interest rate swaps designated as fair value hedges. The Company did hold interest rate swaps designated as fair value hedges for a period of time during the nine months ended September 30, 2024.
During the three and nine months ended September 30, 2024, the Company had $
993
and $
4,588
, respectively, of amortization expense in interest expense on deposits related to terminated fair value hedges. During the nine months ended September 30, 2024, there was $
645
of expense included in interest expense on borrowings related to fair value hedges. There was
no
such expense for the three months ended September 30, 2024.
Derivatives designated as cash flow hedges
The Company periodically 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.
At both September 30, 2025 and December 31, 2024, the Company did
not
have any interest rate swaps that were designated as cash flow hedges. The Company did hold interest rate swaps designated as cash flow hedges during the nine months ended September 30, 2024.
The Company’s consolidated statements of income included a loss of $
5
and a gain of $
517
for the three and nine months ended September 30, 2024 in interest expense on borrowings related to these cash flow hedges, respectively. The cash flow hedges were highly effective during this period 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 the period.
43
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
For the three and nine months ended September 30, 2024, the Company had a loss of $
59
and $
428
, respectively, in other comprehensive income, net of tax benefit of $
21
and $
151
, respectively, for derivative instruments designated as cash flow hedges.
No
such activity was recorded during the three and nine months ended September 30, 2025.
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:
September 30, 2025
Notional Amount
Asset
Liability
Interest rate contracts
$
683,218
$
26,588
$
26,640
Forward commitments
275,000
—
630
Interest rate-lock commitments
128,961
1,972
—
Futures contracts
187,500
—
1,144
Total
$
1,274,679
$
28,560
$
28,414
December 31, 2024
Notional Amount
Asset
Liability
Interest rate contracts
$
565,152
$
29,298
$
29,377
Forward commitments
140,000
6
—
Interest rate-lock commitments
65,687
647
—
Futures contracts
217,000
—
3,006
Total
$
987,839
$
29,951
$
32,383
44
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
(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 September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Included in mortgage banking income:
Interest rate lock commitments
$
(
350
)
$
18
$
1,325
$
194
Forward commitments
(
1,237
)
(
1,549
)
(
1,560
)
(
1,115
)
Futures contracts
517
3,612
2,648
(
787
)
Total
$
(
1,070
)
$
2,081
$
2,413
$
(
1,708
)
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 recognized
Gross amounts offset on the consolidated balance sheets
Net amounts presented on the consolidated balance sheets
Financial instruments
Financial collateral pledged
Net Amount
September 30, 2025
Derivative financial assets
$
20,625
$
—
$
20,625
$
6,135
$
—
$
14,490
Derivative financial liabilities
$
11,078
$
—
$
11,078
$
6,135
$
4,943
$
—
December 31, 2024
Derivative financial assets
$
28,379
$
—
$
28,379
$
1,030
$
—
$
27,349
Derivative financial liabilities
$
9,144
$
—
$
9,144
$
1,030
$
8,114
$
—
Collateral Requirements
Most derivative contracts are secured by collateral. Accordingly, pursuant to the interest rate agreements with derivative counterparties, the Company may be required to accept or post collateral with these derivative counterparties. As of September 30, 2025 and December 31, 2024, the Company had collateral posted of $
29,765
and $
20,961
, respectively, against its obligations under these agreements. Cash pledged as collateral on derivative contracts is recorded in other assets on the consolidated balance sheets.
Note (13)—
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
45
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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.
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.
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.
46
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The balances and levels of the assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 are presented in the following tables:
At September 30, 2025
Quoted 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:
AFS debt securities:
U.S. government agency securities
$
—
$
653,197
$
—
$
653,197
Mortgage-backed securities - residential
—
587,587
—
587,587
Mortgage-backed securities - commercial
—
10,681
—
10,681
Municipal securities
—
165,411
—
165,411
U.S. Treasury securities
—
7,080
—
7,080
Corporate securities
—
2,995
—
2,995
Equity securities, at fair value
—
1,450
—
1,450
Total securities
$
—
$
1,428,401
$
—
$
1,428,401
Loans held for sale, at fair value
$
—
$
145,789
$
—
$
145,789
Mortgage servicing rights
—
—
149,840
149,840
Derivatives
—
28,560
—
28,560
Financial Liabilities:
Derivatives
—
28,414
—
28,414
At December 31, 2024
Quoted 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:
AFS debt securities:
U.S. government agency securities
$
—
$
563,007
$
—
$
563,007
Mortgage-backed securities - residential
—
810,999
—
810,999
Mortgage-backed securities - commercial
—
14,857
—
14,857
Municipal securities
—
147,857
—
147,857
U.S. Treasury securities
—
299
—
299
Corporate securities
—
989
—
989
Total securities
$
—
$
1,538,008
$
—
$
1,538,008
Loans held for sale, at fair value
$
—
$
95,403
$
—
$
95,403
Mortgage servicing rights
—
—
162,038
162,038
Derivatives
—
29,951
—
29,951
Financial Liabilities:
Derivatives
—
32,383
—
32,383
47
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The balances and levels of the assets measured at fair value on a nonrecurring basis as of September 30, 2025 and December 31, 2024 are presented in the following tables:
At September 30, 2025
Quoted 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
$
—
$
—
$
3,076
$
3,076
Collateral-dependent net loans held for
investment:
Commercial and industrial
—
—
1,513
1,513
Construction
—
—
16,326
16,326
Residential real estate:
1-to-4 family mortgage
—
—
1,728
1,728
Commercial real estate:
Non-owner occupied
—
—
5,930
5,930
Total collateral-dependent loans
$
—
$
—
$
25,497
$
25,497
At December 31, 2024
Quoted 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
$
—
$
—
$
2,873
$
2,873
Collateral-dependent net loans held for
investment:
Commercial and industrial
$
—
$
—
$
694
$
694
Construction
—
—
20,818
20,818
Residential real estate:
Multifamily
—
—
9,000
9,000
Total collateral-dependent loans
$
—
$
—
$
30,512
$
30,512
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 nine months ended September 30, 2025 and 2024 are detailed at Note 8, “Mortgage servicing rights.”
The following tables present information as of September 30, 2025 and December 31, 2024 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:
September 30, 2025
Financial instrument
Fair Value
Valuation technique
Significant
unobservable inputs
Range of
inputs
Collateral-dependent net loans
held for investment
$
25,497
Valuation of collateral
Discount for comparable sales
10
%-
23
%
Other real estate owned
$
3,076
Appraised value of property less costs to sell
Discount for costs to sell
0
%-
10
%
48
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
December 31, 2024
Financial instrument
Fair Value
Valuation technique
Significant
unobservable inputs
Range of
inputs
Collateral-dependent net loans
held for investment
$
30,512
Valuation of collateral
Discount for comparable sales
10
%-
40
%
Other real estate owned
$
2,873
Appraised value of property less costs to sell
Discount for costs to sell
0
%-
10
%
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 September 30, 2025 and December 31, 2024, total amortized cost of collateral-dependent loans measured on a nonrecurring basis amounted to $
26,333
and $
34,712
, 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.
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:
September 30,
December 31,
2025
2024
Loans held for sale under a fair value option:
Mortgage loans held for sale
145,789
95,403
Loans held for sale not accounted for under a fair value option:
Mortgage loans held for sale - guaranteed GNMA repurchase option
21,660
31,357
Total loans held for sale
$
167,449
$
126,760
Mortgage loans held for sale
Net gains of $
405
and $
2,233
resulting from fair value changes of mortgage loans held for sale were recorded in income during the three and nine months ended September 30, 2025, respectively, compared to net losses of $
241
and net gains of $
315
during the three and nine months ended September 30, 2024, respectively. These gains and losses do 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 gain of $
801
and $
2,741
for the three and nine months ended September 30, 2025, respectively, compared to a net loss of $
480
and a net gain of $
1,337
during the three and nine months ended September 30, 2024, respectively. The change in fair value of 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.
49
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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 September 30, 2025 and December 31, 2024:
September 30,
December 31,
2025
2024
Aggregate fair value
$
145,789
$
95,403
Aggregate unpaid principal balance
142,071
93,918
Difference
$
3,718
$
1,485
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
September 30, 2025
Carrying amount
Level 1
Level 2
Level 3
Total
Financial assets:
Cash and cash equivalents
$
1,280,033
$
1,280,033
$
—
$
—
$
1,280,033
Investment securities
1,428,401
—
1,428,401
—
1,428,401
Net loans HFI
12,112,607
—
—
12,017,272
12,017,272
Loans held for sale, at fair value
145,789
—
145,789
—
145,789
Interest receivable
60,755
822
7,384
52,549
60,755
Mortgage servicing rights
149,840
—
—
149,840
149,840
Derivatives
28,560
—
28,560
—
28,560
Financial liabilities:
Deposits:
Without stated maturities
$
11,117,354
$
11,117,354
$
—
$
—
$
11,117,354
With stated maturities
2,695,601
—
2,693,758
—
2,693,758
Securities sold under agreements to
repurchase and federal funds purchased
107,486
107,486
—
—
107,486
Subordinated debt, net
83,338
—
—
85,504
85,504
Interest payable
16,560
3,847
12,713
—
16,560
Derivatives
28,414
—
28,414
—
28,414
Fair Value
December 31, 2024
Carrying amount
Level 1
Level 2
Level 3
Total
Financial assets:
Cash and cash equivalents
$
1,042,488
$
1,042,488
$
—
$
—
$
1,042,488
Investment securities
1,538,008
—
1,538,008
—
1,538,008
Net loans HFI
9,450,442
—
—
9,221,311
9,221,311
Loans held for sale, at fair value
95,403
—
95,403
—
95,403
Interest receivable
49,611
629
8,012
40,970
49,611
Mortgage servicing rights
162,038
—
—
162,038
162,038
Derivatives
29,951
—
29,951
—
29,951
Financial liabilities:
Deposits:
Without stated maturities
$
9,361,140
$
9,361,140
$
—
$
—
$
9,361,140
With stated maturities
1,849,294
—
1,846,989
—
1,846,989
Securities sold under agreements to
repurchase and federal funds purchased
13,499
13,499
—
—
13,499
Subordinated debt, net
130,704
—
—
126,684
126,684
Interest payable
24,182
3,759
18,923
1,500
24,182
Derivatives
32,383
—
32,383
—
32,383
50
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (14)—
Segment reporting
The Company and the Bank are engaged in the business of banking and provide a full range of financial services to its customers. 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 include the servicing of residential mortgage loans and securitization of loans to third party private investors or government sponsored agencies.
The chief operating decision maker uses income before income taxes as the measure of segment profit or loss to assess the performance of and allocate resources to each segment. Interest income provides the primary revenue in the Banking segment, and mortgage banking income provides the primary revenue in the Mortgage segment. Interest expense, provision for credit losses, salaries, commissions and employee benefits and merger and integration costs provide the significant expenses in the Banking segment, and salaries, commissions and employee benefits provide the significant expenses in the Mortgage segment. These figures are regularly provided to the chief operating decision maker and are monitored through budget-to-actual variance review.
The Company assigns a transfer rate to allocate net interest income to products and business segments. Through this process, the Company formulates a loan funding charge and a deposit funding credit for its entire loan and deposit portfolios. 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 products and business segments. 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 nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, 2025
Banking
Mortgage
Consolidated
Interest income
$
236,073
$
825
$
236,898
Interest expense
91,214
(
1,556
)
89,658
Net interest income
144,859
2,381
147,240
Provisions for credit losses
34,070
347
34,417
Net interest income after provision for credit losses
110,789
2,034
112,823
Mortgage banking income
—
16,874
16,874
Change in fair value of mortgage servicing rights, net of hedging
(1)
—
(
3,390
)
(
3,390
)
Other noninterest income
13,078
73
13,151
Total noninterest income
13,078
13,557
26,635
Salaries, commissions and employee benefits
51,441
7,769
59,210
Merger and integration costs
16,057
—
16,057
Depreciation and amortization
3,167
18
3,185
Amortization of intangibles
2,079
—
2,079
Other noninterest expense
(2)
24,225
5,100
29,325
Total noninterest expense
96,969
12,887
109,856
Income before income taxes
$
26,898
$
2,704
$
29,602
Income tax expense
6,227
Net income applicable to FB Financial Corporation and noncontrolling
interest
23,375
Net income applicable to noncontrolling interest
—
Net income applicable to FB Financial Corporation
$
23,375
Total assets
$
15,598,629
$
637,830
$
16,236,459
Goodwill
350,353
—
350,353
(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) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.
51
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Nine Months Ended September 30, 2025
Banking
(3)
Mortgage
Consolidated
Interest income
$
595,948
$
2,740
$
598,688
Interest expense
236,421
(
4,029
)
232,392
Net interest income
359,527
6,769
366,296
Provisions for credit losses
36,841
5,205
42,046
Net interest income after provision for credit losses
322,686
1,564
324,250
Mortgage banking income
—
49,629
49,629
Change in fair value of mortgage servicing rights, net of hedging
(1)
—
(
10,690
)
(
10,690
)
Other noninterest (loss) income
(
23,982
)
158
(
23,824
)
Total noninterest (loss) income
(
23,982
)
39,097
15,115
Salaries, commissions and employee benefits
131,545
22,647
154,192
Merger and integration costs
19,192
—
19,192
Depreciation and amortization
8,759
61
8,820
Amortization of intangibles
3,366
—
3,366
Other noninterest expense
(2)
68,346
16,750
85,096
Total noninterest expense
231,208
39,458
270,666
Income before income taxes
$
67,496
$
1,203
$
68,699
Income tax expense
3,046
Net income applicable to FB Financial Corporation and noncontrolling
interest
65,653
Net income applicable to noncontrolling interest
(3)
8
Net income applicable to FB Financial Corporation
$
65,645
Total assets
$
15,598,629
$
637,830
$
16,236,459
Goodwill
350,353
—
350,353
(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) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.
(3) Banking segment includes noncontrolling interest.
Three Months Ended September 30, 2024
Banking
Mortgage
Consolidated
Interest income
$
185,824
$
(
196
)
$
185,628
Interest expense
81,489
(
1,878
)
79,611
Net interest income
104,335
1,682
106,017
Provisions for credit losses
1,861
53
1,914
Net interest income after provision for credit losses
102,474
1,629
104,103
Mortgage banking income
—
16,043
16,043
Change in fair value of mortgage servicing rights, net of hedging
(1)
—
(
4,490
)
(
4,490
)
Other noninterest (loss) income
(
28,370
)
320
(
28,050
)
Total noninterest income
(
28,370
)
11,873
(
16,497
)
Salaries, commissions and employee benefits
39,938
7,600
47,538
Depreciation and amortization
3,141
114
3,255
Amortization of intangibles
719
—
719
Other noninterest expense
(2)
19,316
5,384
24,700
Total noninterest expense
63,114
13,098
76,212
Income before income taxes
$
10,990
$
404
$
11,394
Income tax expense
1,174
Net income applicable to FB Financial Corporation and noncontrolling
interest
10,220
Net income applicable to noncontrolling interest
—
Net income applicable to FB Financial Corporation
$
10,220
Total assets
$
12,337,135
$
583,087
$
12,920,222
Goodwill
242,561
—
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) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.
52
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Nine Months Ended September 30, 2024
Banking
(3)
Mortgage
Consolidated
Interest income
$
539,814
$
(
645
)
$
539,169
Interest expense
235,824
(
4,777
)
231,047
Net interest income
303,990
4,132
308,122
Provisions for (reversals of) credit losses
5,131
(
211
)
4,920
Net interest income after provision for credit losses
298,859
4,343
303,202
Mortgage banking income
—
47,915
47,915
Change in fair value of mortgage servicing rights, net of hedging
(1)
—
(
11,867
)
(
11,867
)
Other noninterest (loss) income
(
19,687
)
712
(
18,975
)
Total noninterest income
(
19,687
)
36,760
17,073
Salaries, commissions and employee benefits
116,521
21,860
138,381
Depreciation and amortization
8,594
363
8,957
Amortization of intangibles
2,260
—
2,260
Other noninterest expense
(2)
58,111
16,016
74,127
Total noninterest expense
185,486
38,239
223,725
Income before income taxes
$
93,686
$
2,864
$
96,550
Income tax expense
18,393
Net income applicable to FB Financial Corporation and noncontrolling
interest
78,157
Net income applicable to noncontrolling interest
(3)
8
Net income applicable to FB Financial Corporation
$
78,149
Total assets
$
12,337,135
$
583,087
$
12,920,222
Goodwill
242,561
—
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) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.
(3) Banking segment includes noncontrolling interest.
Note (15)—
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 September 30, 2025 and December 31, 2024, 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.
53
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Actual and required capital amounts and ratios are included below as of the dates indicated.
September 30, 2025
Actual
Minimum Requirement for Capital Adequacy with
Capital Buffer
To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to risk-weighted assets)
FB Financial Corporation
$
1,923,161
13.6
%
$
1,488,143
10.5
%
N/A
N/A
FirstBank
1,863,890
13.3
%
1,475,854
10.5
%
$
1,405,575
10.0
%
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation
$
1,662,376
11.7
%
$
1,204,687
8.5
%
N/A
N/A
FirstBank
1,687,888
12.0
%
1,194,739
8.5
%
$
1,124,460
8.0
%
Common Equity Tier 1 Capital
(to risk-weighted assets)
FB Financial Corporation
$
1,662,376
11.7
%
$
992,095
7.0
%
N/A
N/A
FirstBank
1,687,888
12.0
%
983,903
7.0
%
$
913,624
6.5
%
Tier 1 Capital (to average assets)
FB Financial Corporation
$
1,662,376
10.6
%
$
628,731
4.0
%
N/A
N/A
FirstBank
1,687,888
10.8
%
626,042
4.0
%
$
782,552
5.0
%
December 31, 2024
(1)
Actual
Minimum Requirement for Capital Adequacy with
Capital Buffer
To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to risk-weighted assets)
FB Financial Corporation
$
1,721,941
15.2
%
$
1,187,163
10.5
%
N/A
N/A
FirstBank
1,650,305
14.7
%
1,175,095
10.5
%
$
1,119,138
10.0
%
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation
$
1,480,722
13.1
%
$
961,037
8.5
%
N/A
N/A
FirstBank
1,410,505
12.6
%
951,267
8.5
%
$
895,310
8.0
%
Common Equity Tier 1 Capital
(to risk-weighted assets)
FB Financial Corporation
$
1,450,722
12.8
%
$
791,442
7.0
%
N/A
N/A
FirstBank
1,410,505
12.6
%
783,397
7.0
%
$
727,440
6.5
%
Tier 1 Capital (to average assets)
FB Financial Corporation
$
1,480,722
11.3
%
$
522,557
4.0
%
N/A
N/A
FirstBank
1,410,505
10.8
%
521,538
4.0
%
$
651,923
5.0
%
(1) The Company adopted CECL on January 1, 2020, and the December 31, 2024 regulatory capital ratios reflect the final year of the Company's election of the five-year transition provision.
Note (16)—
Employee benefit plans
401(k) plan
The Company sponsors a defined contribution plan which covers substantially all employees and allows participating employees to contribute the maximum amount of their eligible salary subject to certain limits based on the federal tax laws. The Company has an employer match of
50
% of the first
6
% of an employee’s salary with any such contributions vesting ratably over a
three-year
period. Matching employer contributions totaled $
1,478
and $
3,691
for the three and nine months ended September 30, 2025, respectively and $
760
and $
2,526
for the three and nine months ended September 30, 2024, respectively.
Acquired supplemental retirement plans
Historically, the Company has maintained nonqualified supplemental retirement plans for certain former employees assumed through acquisitions. In connection with the Southern States merger, the Company assumed additional nonqualified supplemental retirement plans, similar to those previously maintained. As of September 30, 2025 and December 31, 2024, accrued expenses and other liabilities on the consolidated balance sheets included post-retirement benefits payable of $
12,722
and $
2,328
, respectively, related to these plans. For the three and nine months ended September 30, 2025 and 2024, the expense related to these plans and payments to the participants were not meaningful.
54
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Related to the nonqualified supplemental retirement plan obligations, the Company maintains BOLI policies covering these individuals and annuity contracts to satisfy the underlying obligation, all acquired through past acquisitions. At September 30, 2025 and December 31, 2024, cash surrender value of BOLI was $
113,374
and $
72,504
, respectively. Income related to these policies (net of related insurance premium expense) amounted to $
717
and $
1,589
for the three and nine months ended September 30, 2025, respectively, and $
385
and $
3,296
for the three and nine months ended September 30, 2024, respectively. At September 30, 2025, the annuity contracts held had a contract value of $
16,644
included in other assets. There were
no
such annuity contracts at December 31, 2024. Income related to these annuity contracts recorded in other income was not meaningful for the three and nine months ended September 30, 2025. There was no such income recorded for three and nine months ended September 30, 2024.
Note (17)—
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 nine months ended September 30, 2025:
Restricted Stock
Units
Outstanding
Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)
345,436
$
36.71
Granted
170,614
48.27
Vested
(
166,583
)
37.67
Forfeited
(
11,676
)
40.54
Balance at end of period (unvested)
337,791
$
41.94
The total fair value of RSUs vested and released was $
345
and $
6,275
for the three and nine months ended September 30, 2025, respectively, and $
207
and $
5,496
for the three and nine months ended September 30, 2024, respectively.
The compensation cost related to these grants and vesting of RSUs was $
1,747
and $
6,343
for the three and nine months ended September 30, 2025, respectively, and $
1,744
and $
5,741
for the three and nine months ended September 30, 2024, respectively. These amounts include RSU grants made to directors and director compensation to be settled in stock amounting to $
256
and $
730
during the three and nine months ended September 30, 2025, respectively, and $
237
and $
584
for the three and nine months ended September 30, 2024, respectively.
As of September 30, 2025, there was $
8,426
of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average period of
1.79
years. Additionally, as of September 30, 2025, there were
1,186,133
shares available for issuance under the Company’s stock compensation plans. As of September 30, 2025 and December 31, 2024, there was $
308
and $
344
, respectively, accrued in accrued expenses and other liabilities related to dividend equivalent units declared which is 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 are based on the Company’s achievement of 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 are based on a combination of the same metric discussed above as well as the Company’s adjusted tangible book value over the performance period.
55
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
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 nine months ended September 30, 2025:
Performance Stock
Units
Outstanding
(1)
Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)
223,393
$
38.06
Granted
75,329
49.33
Performance adjustment
(2)
348
44.09
Vested
(
50,269
)
44.09
Forfeited or expired
(
4,909
)
39.71
Balance at end of period (unvested)
243,892
$
40.24
(1)
PSUs are presented in the table above assuming targets are met and the awards pay out at
100
%.
(2)
The performance adjustment represents the difference between shares granted and vested due to achievement of performance factors.
The following table summarizes data related to the Company’s outstanding PSUs as of September 30, 2025:
Grant Year
Grant Price
Performance Period
PSUs Outstanding
2023
$
37.17
2023 to 2025
72,595
2024
$
35.60
2024 to 2026
97,200
2025
$
49.33
2025 to 2027
74,097
The Company recorded compensation cost of $
2,007
and $
5,224
for the for the three and nine months ended September 30, 2025, respectively, and $
607
and $
1,520
for the three and nine months ended September 30, 2024 respectively. As of September 30, 2025, maximum unrecognized compensation cost at
200
% payout related to the unvested PSUs was $
12,490
, and the weighted average remaining performance period over which the cost could be recognized was
2.00
years. As of September 30, 2025 and December 31, 2024, there was $
256
and $
217
, respectively, accrued in accrued expenses and other liabilities related to dividend equivalent units declared which is to be paid upon vesting and distribution of the underlying PSUs.
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 at the beginning or end of each six month 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
9,274
and
11,256
shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $
450
and $
473
, during the three months ended September 30, 2025 and 2024, respectively. There were
17,435
and
21,862
shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $
790
and $
861
, during the nine months ended September 30, 2025 and 2024, respectively.
56
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (18)—
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, 2025
$
31,406
New loans and advances
20,991
Change in related party status
—
Repayments
(
11,411
)
Loans outstanding at September 30, 2025
$
40,986
Unfunded commitments to management, executive officers, the directors, and significant shareholders and their related interests totaled $
55,374
and $
14,510
at September 30, 2025 and December 31, 2024, respectively.
Deposits
The Bank held deposits from related parties totaling $
405,630
and $
282,963
as of September 30, 2025 and December 31, 2024, 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 $
101
and $
301
for the three and nine months ended September 30, 2025, respectively, and $
100
and $
311
for the three and nine months ended September 30, 2024, 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 $
18
and $
43
for the three and nine months ended September 30, 2025, respectively, and $
3
and $
46
for the three and nine months ended September 30, 2024, respectively, under these agreements.
Equity investment in preferred stock and master loan purchase agreement
The Company holds an equity investment in a privately held entity which originates manufactured housing loans through utilization of its proprietary developed technology. As a result of the investment, the Company holds
two
board seats on the entity’s board of directors. The Company also has a master loan purchase agreement with the entity to purchase up to $
250,000
in manufactured housing loan production over an initial
five-year
term. Under this agreement, the Company purchased $
17,770
and $
45,780
of loans for the three and nine months ended September 30, 2025, respectively, and purchased $
16,970
and $
43,776
of loans for the three and nine months ended September 30, 2024. As of September 30, 2025 and December 31, 2024, the amortized cost of these loans HFI amounted to $
128,042
and $
86,890
, respectively. See Note 3, “Investment securities”, for additional information on this investment.
57
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 September 30, 2025 and December 31, 2024, and our results of operations for the three and nine months ended September 30, 2025 and 2024, 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, 2024, that was filed with the SEC on February 25, 2025, 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 and statements regarding the merger of Southern States Bancshares, Inc. (“Southern States”) with the Company (the “Merger”) and expectations with regard to the benefits of the Merger. 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 or the lack of changes in government interest rate policies and the associated impact on the Company’s business, net interest margin, and mortgage operations, (3) increased competition for deposits, (4) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment securities portfolio, (5) any deterioration in commercial real estate market fundamentals, (6) risks associated with the Merger, including (a) the risk that the cost savings and any revenue synergies from the Merger is less than or different from expectations, (b) disruption from the Merger with customer, supplier, or employee relationships,(c) the possibility that the costs, fees, expenses and charges related to the Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (d) the risks related to the integration of the combined businesses, including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (e) the diversion of management time on merger-related issues, (f) the ability of the Company to effectively manage the larger and more complex operations of the combined company following the Merger, (g) the risk of expansion into new geographic or product markets, (h) reputational risk and the reaction of the parties’ customers to the Merger, (i) the Company’s ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, and (j) the risk of potential litigation or regulatory action related to the Merger, (7) the Company’s ability to identify potential candidates for, consummate, and achieve synergies from, other potential future acquisitions, (8) the Company’s ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss, (9) the Company’s ability to successfully execute its various business strategies, (10) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (11) the effectiveness of the Company’s controls and procedures to detect, prevent, mitigate and otherwise manage the risk of fraud or misconduct by internal or external parties, including attempted physical-security and cybersecurity attacks, denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction, (12) the Company’s dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, (13) the impact, extent and timing of technological changes, (14) concentrations of credit or deposit exposure, (15) the impact of natural disasters, pandemics, acts of war or terrorism, or other catastrophic events, (16) 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/or (17) general competitive,
58
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, 2024, 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.
Critical accounting policies
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and general practices within the banking industry. A summary of our accounting policies is included in “Item 8. Financial Statements and Supplementary Data - Note 1, Basis of presentation and summary of significant accounting policies” of our Annual Report on Form 10-K for the year ended December 31, 2024. Any material updates to these policies since the Annual Report are described in Note 1, “Basis of presentation,” within this Report. Certain of these policies require management to apply significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities.
Business combinations
We account for mergers and acquisitions using the acquisition method, which requires identifiable assets acquired and liabilities assumed to be recorded at fair value. Fair value determinations involve significant judgment and are based on valuation methodologies that incorporate management’s assumptions regarding future cash flows, discount rates, balance attrition, and other relevant factor. We engaged with third-party specialists to assist in developing these estimates, particularly when observable market inputs are limited. Use of different assumptions could have a significant impact on the fair value of assets acquired and liabilities assumed and on our overall financial results.
For additional information regarding critical accounting estimates, refer to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical accounting estimates” of our Annual Report on Form 10-K for the year ended December 31, 2024.
59
Financial highlights
The following table presents certain selected historical consolidated statements of income and balance sheets 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 ended
As of or for the nine months ended
As of or for the year-ended
September 30,
September 30,
December 31,
(dollars in thousands, except share data)
2025
2024
2025
2024
2024
Selected Balance Sheet Data
Cash and cash equivalents
$
1,280,033
$
951,750
$
1,280,033
$
951,750
$
1,042,488
Investment securities, at fair value
1,428,401
1,567,922
1,428,401
1,567,922
1,538,008
Loans held for sale
167,449
103,145
167,449
103,145
126,760
Loans HFI
12,297,600
9,478,129
12,297,600
9,478,129
9,602,384
Allowance for credit losses on loans HFI
(184,993)
(156,260)
(184,993)
(156,260)
(151,942)
Total assets
16,236,459
12,920,222
16,236,459
12,920,222
13,157,482
Interest-bearing deposits (non-brokered)
10,634,555
8,230,867
10,634,555
8,230,867
8,625,113
Brokered deposits
487,765
519,200
487,765
519,200
469,089
Noninterest-bearing deposits
2,690,635
2,226,144
2,690,635
2,226,144
2,116,232
Total deposits
13,812,955
10,976,211
13,812,955
10,976,211
11,210,434
Borrowings
213,638
182,107
213,638
182,107
176,789
Allowance for credit losses on unfunded
commitments
17,392
6,042
17,392
6,042
6,107
Total common shareholders’ equity
1,978,043
1,562,329
1,978,043
1,562,329
1,567,538
Selected Statement of Income Data
Total interest income
$
236,898
$
185,628
$
598,688
$
539,169
$
725,538
Total interest expense
89,658
79,611
232,392
231,047
309,035
Net interest income
147,240
106,017
366,296
308,122
416,503
Provisions for credit losses
34,417
1,914
42,046
4,920
12,004
Total noninterest income (loss)
26,635
(16,497)
15,115
17,073
39,070
Total noninterest expense
109,856
76,212
270,666
223,725
296,899
Income before income taxes
29,602
11,394
68,699
96,550
146,670
Income tax expense
6,227
1,174
3,046
18,393
30,619
Net income applicable to noncontrolling
interest
—
—
8
8
16
Net income applicable to FB Financial
Corporation
$
23,375
$
10,220
$
65,645
$
78,149
$
116,035
Net interest income (tax-equivalent basis)
$
148,088
$
106,634
$
368,751
$
310,087
$
419,091
Per Common Share
Basic net income
$
0.44
$
0.22
$
1.35
$
1.67
$
2.48
Diluted net income
0.43
0.22
1.34
1.67
2.48
Book value
37.00
33.48
37.00
33.48
33.59
Tangible book value
(1)
29.83
28.15
29.83
28.15
28.27
Cash dividends declared
0.19
0.17
0.57
0.51
0.68
Selected Ratios
Return on average:
Assets
0.58
%
0.32
%
0.62
%
0.83
%
0.91
%
Common shareholders’ equity
4.69
%
2.67
%
5.11
%
7.02
%
7.71
%
Tangible common equity
(1)
5.82
%
3.19
%
6.17
%
8.45
%
9.24
%
Efficiency ratio
63.2
%
85.1
%
71.0
%
68.8
%
65.2
%
Core efficiency ratio (tax-equivalent basis)
(1)
53.3
%
58.4
%
56.4
%
58.2
%
57.3
%
Loans HFI to deposit ratio
89.0
%
86.4
%
89.0
%
86.4
%
85.7
%
Noninterest-bearing deposits to total deposits
19.5
%
20.3
%
19.5
%
20.3
%
18.9
%
Net interest margin (tax-equivalent basis)
3.95
%
3.55
%
3.74
%
3.51
%
3.51
%
Yield on interest-earning assets
6.35
%
6.20
%
6.10
%
6.13
%
6.10
%
Cost of interest-bearing liabilities
3.21
%
3.63
%
3.17
%
3.58
%
3.53
%
Cost of total deposits
2.53
%
2.83
%
2.52
%
2.79
%
2.76
%
60
As of or for the three months ended
As of or for the nine months ended
As of or for the year ended
September 30,
September 30,
December 31,
2025
2024
2025
2024
2024
Credit Quality Ratios
Allowance for credit losses on loans HFI as a
percentage of loans HFI
1.50
%
1.65
%
1.50
%
1.65
%
1.58
%
Annualized net charge-offs as a percentage
of average loans HFI
(0.05)
%
(0.03)
%
(0.07)
%
(0.02)
%
(0.14)
%
Nonperforming loans HFI as a percentage of
loans HFI
0.94
%
0.96
%
0.94
%
0.96
%
0.87
%
Nonperforming assets as a percentage of
total assets
(2)
0.89
%
0.99
%
0.89
%
0.99
%
0.93
%
Capital Ratios (Company)
Total common shareholders’ equity to assets
12.2
%
12.1
%
12.2
%
12.1
%
11.9
%
Tangible common equity to tangible assets
(1)
10.1
%
10.4
%
10.1
%
10.4
%
10.2
%
Tier 1 leverage
10.6
%
11.5
%
10.6
%
11.5
%
11.3
%
Tier 1 risk-based capital
11.7
%
13.0
%
11.7
%
13.0
%
13.1
%
Total risk-based capital
13.6
%
15.1
%
13.6
%
15.1
%
15.2
%
Common Equity Tier 1
11.7
%
12.7
%
11.7
%
12.7
%
12.8
%
(1)
Non-GAAP financial measure; See "GAAP reconciliation and management explanation of non-GAAP financial measures” and non-GAAP reconciliations herein.
(2)
Includes $21.7 million, $30.5 million and $31.4 million of optional rights to repurchase delinquent GNMA loans as of September 30, 2025, September 30, 2024 and December 31, 2024, 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.
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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 September 30,
Nine Months Ended September 30,
Year Ended December 31,
2025
2024
2025
2024
2024
Core efficiency ratio (tax-equivalent basis)
Total noninterest expense
$
109,856
$
76,212
$
270,666
$
223,725
$
296,899
Less early retirement and severance costs
—
—
—
1,015
1,478
Less loss on lease terminations and other
branch closure costs
270
—
270
—
—
Less FDIC special assessment
—
—
—
500
500
Less merger and integration costs
16,057
—
19,192
—
—
Core noninterest expense
$
93,529
$
76,212
$
251,204
$
222,210
$
294,921
Net interest income
$
147,240
$
106,017
$
366,296
$
308,122
$
416,503
Net interest income (tax-equivalent basis)
148,088
106,634
368,751
310,087
419,091
Total noninterest income (loss)
26,635
(16,497)
15,115
17,073
39,070
Less gain (loss) from securities, net
12
(40,165)
(60,521)
(56,378)
(56,378)
Less loss on sales or write-downs of
other real estate owned and other assets
(646)
(289)
(1,035)
(5)
(2,167)
Less cash life insurance benefit
—
—
—
2,057
2,057
Core noninterest income
$
27,269
$
23,957
$
76,671
$
71,399
$
95,558
Total revenue
$
173,875
$
89,520
$
381,411
$
325,195
$
455,573
Core revenue (tax-equivalent basis)
$
175,357
$
130,591
$
445,422
$
381,486
$
514,649
Efficiency ratio
63.2
%
85.1
%
71.0
%
68.8
%
65.2
%
Core efficiency ratio (tax-equivalent basis)
53.3
%
58.4
%
56.4
%
58.2
%
57.3
%
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
:
62
September 30,
December 31,
(dollars in thousands, except share data)
2025
2024
2024
Tangible assets
Total assets
$
16,236,459
$
12,920,222
$
13,157,482
Adjustments:
Goodwill
(350,353)
(242,561)
(242,561)
Intangibles, net
(33,216)
(6,449)
(5,762)
Tangible assets
$
15,852,890
$
12,671,212
$
12,909,159
Tangible common equity
Total common shareholders’ equity
$
1,978,043
$
1,562,329
$
1,567,538
Adjustments:
Goodwill
(350,353)
(242,561)
(242,561)
Intangibles, net
(33,216)
(6,449)
(5,762)
Tangible common equity
$
1,594,474
$
1,313,319
$
1,319,215
Common shares outstanding
53,456,522
46,658,019
46,663,120
Book value per common share
$
37.00
$
33.48
$
33.59
Tangible book value per common share
$
29.83
$
28.15
$
28.27
Total common shareholders’ equity to total assets
12.2
%
12.1
%
11.9
%
Tangible common equity to tangible assets
10.1
%
10.4
%
10.2
%
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 September 30,
Nine Months Ended September 30,
Year Ended December 31,
(dollars in thousands)
2025
2024
2025
2024
2024
Return on average tangible common equity
Total average common shareholders’ equity
$
1,977,785
$
1,523,597
$
1,716,391
$
1,486,010
$
1,505,739
Adjustments:
Average goodwill
(350,355)
(242,561)
(278,887)
(242,561)
(242,561)
Average intangibles, net
(34,983)
(6,795)
(15,175)
(7,536)
(7,177)
Average tangible common equity
$
1,592,447
$
1,274,241
$
1,422,329
$
1,235,913
$
1,256,001
Net income applicable to FB Financial
Corporation
$
23,375
$
10,220
$
65,645
$
78,149
$
116,035
Return on average common shareholders’
equity
4.69
%
2.67
%
5.11
%
7.02
%
7.71
%
Return on average tangible common equity
5.82
%
3.19
%
6.17
%
8.45
%
9.24
%
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, Alabama, Kentucky, North Carolina and Georgia. As of September 30, 2025, our footprint included 91 full-service branches serving markets across Tennessee, including Nashville, Chattanooga, Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky, Columbus and Newnan, Georgia and Birmingham, Anniston, Huntsville, and Auburn, Alabama. Additionally, our banking services extend to community markets throughout our footprint. FirstBank also provides retail mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States.
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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.
Mergers and acquisitions
Southern States Bancshares, Inc.
On July 1, 2025, the Company completed its merger with Southern States Bancshares, Inc. and its wholly-owned subsidiary, Southern States Bank, with FB Financial Corporation continuing as the surviving entity. This merger strengthens the Company’s presence in existing markets, such as Birmingham and Huntsville, Alabama, while expanding the Company’s footprint further into Alabama and Georgia. The Company acquired total assets of $2.83 billion, total loans of $2.27 billion and assumed total deposits of $2.47 billion. Under the terms of the agreement, each outstanding share of Southern States common stock was converted into the right to receive 0.80 shares of the Company’s stock. Additionally, fractional shares and outstanding stock options were settled in cash. As a result, total consideration paid was $368.4 million based on the Company’s closing stock price of $45.30 per share on June 30, 2025. The merger resulted in additional goodwill of $107.8 million being recorded based on preliminary fair value estimates of total net assets acquired and liabilities assumed in the transaction.
Overview of recent financial performance
Results of operations
Three months ended September 30, 2025 compared to three months ended September 30, 2024
We recognized net income of $23.4 million during the three months ended September 30, 2025 compared to $10.2 million for the three months ended September 30, 2024. Diluted earnings per common share were $0.43 and $0.22 for the three months ended September 30, 2025 and 2024, respectively. Our net income represented a ROAA of 0.58% and 0.32% for the three months ended September 30, 2025 and 2024, respectively, and a ROAE of 4.69% and 2.67% for the same periods. Our ROATCE for the three months ended September 30, 2025 and 2024 were 5.82% and 3.19%, 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.
Net interest income increased to $147.2 million for the three months ended September 30, 2025 compared with $106.0 million for the three months ended September 30, 2024. Our net interest margin, on a tax-equivalent basis, increased to 3.95% for the three months ended September 30, 2025 as compared to 3.55% for the three months ended September 30, 2024. Net interest income for the three months ended September 30, 2025 reflected increases in average balances on loans HFI primarily as a result of the merger with Southern States and decreases in rates paid on interest-bearing deposits.
Provision for credit losses of $34.4 million was recognized for the three months ended September 30, 2025 and $1.9 million for the three months ended September 30, 2024. The increase was primarily due to the initial provision for credit losses on acquired loans and unfunded commitments from the Southern States merger of $28.4 million and changes in loan balances and forecast assumptions. Refer to Note 2, "Mergers and acquisitions" in this Report for further discussion around the merger with Southern States.
Noninterest income for the three months ended September 30, 2025 increased by $43.1 million to income of $26.6 million, compared to a loss of $16.5 million for the three months ended September 30, 2024. The increase was primarily driven by the recognition of a $40.2 million net loss on investment securities stemming from the sale of $318.5 million AFS debt securities during the three months ended September 30, 2024. Refer to the section “Other earning assets” for additional information on the sale of the AFS debt securities.
Noninterest expense increased to $109.9 million for the three months ended September 30, 2025, compared with $76.2 million for the three months ended September 30, 2024. The increase in noninterest expense was driven by a $11.7 million increase in salaries, commissions and employee benefits due to increased headcount resulting from the Southern States merger, combined with increase in performance-based compensation driven by improvement in the Company's performance metrics, $16.1 million in merger and integration costs associated with our merger with Southern States and an increase in other noninterest expense of $3.9 million.
64
Income tax expense for the three months ended September 30, 2025 was $6.2 million compared to $1.2 million for the three months ended September 30, 2024. The change reflects the income tax effect of a $40.2 million loss on sale of AFS debt securities for the three months ended September 30, 2024.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Our net income decreased during the nine months ended September 30, 2025 to $65.7 million from $78.2 million for the nine months ended September 30, 2024. Diluted earnings per common share was $1.34 and $1.67 for the nine months ended September 30, 2025 and 2024, respectively. Our net income represented a ROAA of 0.62% and 0.83% for the nine months ended September 30, 2025 and 2024, respectively, and a ROAE of 5.11% and 7.02% for the same periods. Our ratio of ROATCE for the nine months ended September 30, 2025 and 2024 was 6.17% and 8.45%, respectively.
During the nine months ended September 30, 2025, our net interest income increased to $366.3 million from $308.1 million for the nine months ended September 30, 2024. Our net interest margin, on a tax-equivalent basis, increased to 3.74% for the nine months ended September 30, 2025 as compared to 3.51% for the nine months ended September 30, 2024. The increase in net interest margin was primarily driven by increases in interest income on loans HFI primarily due to the merger with Southern States and investment securities, partially offset by increases in interest expense paid on interest-bearing deposits and other borrowings.
Provision for credit losses of $42.0 million was recognized for the nine months ended September 30, 2025 and $4.9 million for the nine months ended September 30, 2024. The increase was primarily due to the initial provision for credit losses on acquired loans and unfunded commitments from the Southern States merger of $28.4 million and regular changes in loan balances and forecast inputs.
Noninterest income for the nine months ended September 30, 2025 decreased by $2.0 million to $15.1 million, compared to $17.1 million for the prior year period. The decrease in noninterest income was primarily driven by the recognition of a $60.5 million net loss on investment securities stemming from the sale of $266.9 million of AFS debt securities during the nine months ended September 30, 2025 compared to a net loss of $56.4 million from the sale of $526.4 million of AFS debt securities during the nine months ended September 30, 2024. Refer to the section “Other earning assets” for additional information on the sale of the AFS debt securities.
Noninterest expense increased to $270.7 million for the nine months ended September 30, 2025, compared with $223.7 million for the nine months ended September 30, 2024. The increase in noninterest expense was reflective of an increase in merger and integration costs of $19.2 million, salaries, commissions and benefits of $15.8 million, advertising expense of $2.1 million and other expense of $7.8 million including technology and platform fee increases and modest increases across a range of other expense categories.
Income tax expense for the nine months ended September 30, 2025 was $3.0 million compared to $18.4 million for the nine months ended September 30, 2024. The change reflects the income tax effect of a $60.5 million loss on sale of AFS debt securities, as well as a one-time tax benefit of $10.7 million due to the expiration of the statute of limitations with respect to an amended income tax return and the associated interest for the for the nine months ended September 30, 2025. Income tax expense for the nine months ended September 30, 2024, included the income tax effect of a $56.4 million loss on sale of AFS debt securities.
Business segment highlights
We operate our business in two business segments: Banking and Mortgage. See Note 14, “Segment reporting” in the notes to our consolidated financial statements contained herein for a description of these business segments.
Banking
Three months ended September 30, 2025 compared to three months ended September 30, 2024
The Banking segment contributed $26.9 million of income before taxes for the current period as compared to $11.0 million for the previous period. Net interest income totaled $144.9 million during the three months ended September 30, 2025 compared to $104.3 million during the previous period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $34.1 million of provision expense during the current period as compared to $1.9 million during the previous period. The increase was primarily due to the initial provision for credit losses on acquired loans and unfunded commitments from the Southern States merger of $28.4 million. The Banking segment recorded noninterest income of $13.1 million in the current period as compared to a loss of $28.4 million in the previous period. This increase was mainly attributable to a net loss on investment securities of $40.2 million from the sale of $318.5 million AFS debt securities during the three months ended September 30, 2024. Noninterest expense increased to $97.0 million for the
65
current period compared to $63.1 million for the for the previous period primarily due to merger and integration costs associated with our merger with Southern States and salaries, commissions and employee benefits expenses. Additionally, we recognized modest increases across a range of other expense categories. Additionally, a franchise tax benefit was recognized in the previous period.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
The Banking segment contributed $67.5 million of income before taxes for the current period as compared to $93.7 million for the previous period. Net interest income totaled $359.5 million during the nine months ended September 30, 2025 compared to $304.0 million during the previous period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $36.8 million of provision expense during the current period as compared to $5.1 million during the previous period. As noted above, the increase was primarily due to the initial provision for credit losses on acquired loans and unfunded commitments from the Southern States merger of $28.4 million. The Banking segment recorded noninterest loss of $24.0 million in the current period as compared to income of $19.7 million in the previous period. Similar to above, this decrease was mainly attributable to a net loss on investment securities of $60.5 million from the sale of $266.9 million AFS debt securities during the nine months ended September 30, 2025 compared to a net loss on investment securities of $56.4 million from the sale of $526.4 million AFS debt securities during the previous period. Noninterest expense increased to $231.2 million for the current period compared to $185.5 million for the for the previous period due primarily to an increase in salaries and benefits, merger and integration costs associated with the Southern States merger, advertising, technology and platform fees and modest increases across a range of other expense categories. Additionally, a franchise tax benefit was recognized in the previous period.
66
Mortgage
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Activity in our Mortgage segment resulted in income before income taxes of $2.7 million for the current period, as compared to $0.4 million in the prior period. Net interest income was $2.4 million for the current period and $1.7 million for the prior period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in provision expense of $0.3 million during the current period compared to $0.1 million during the prior period. Mortgage banking income increased $1.9 million to $13.5 million during the current period compared to $11.6 million in the prior period.
The components of mortgage banking income for the three months ended September 30, 2025 and 2024 were as follows:
Three Months Ended September 30,
(dollars in thousands)
2025
2024
Mortgage banking income
Gains and fees from origination and sale of mortgage
loans held for sale
$
9,237
$
9,279
Net change in fair value of loans held for sale and derivatives
801
(480)
Change in fair value on MSRs, net of hedging
(3,390)
(4,490)
Mortgage servicing income
6,836
7,244
Total mortgage banking income
$
13,484
$
11,553
Interest rate lock commitment volume
$
432,149
$
381,240
Interest rate lock commitment volume by purpose (%):
Purchase
79.2
%
82.5
%
Refinance
20.8
%
17.5
%
Mortgage sales
$
343,450
$
327,270
Mortgage sale margin
2.69
%
2.84
%
Closing volume
$
370,287
$
317,502
Outstanding principal balance of mortgage loans serviced
$
9,716,824
$
10,402,118
Noninterest expense for the three months ended September 30, 2025 and 2024 was $12.9 million and $13.1 million, respectively.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Activity in our Mortgage segment resulted income before income taxes of $1.2 million for the current period, as compared to $2.9 million of income before taxes in the prior period. Net interest income was $6.8 million for the current period and $4.1 million for the prior period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in provision expense of $5.2 million during the current period compared to a reversal of $0.2 million of provision expense during the prior period. The increase in provisions for credit losses was due to a change in the CECL loss estimation methodology, which notably impacted the Company's reserves on 100% financed 1-to-4 mortgages, as well as a notable change in forecasts associated with home prices which impacted mortgage reserves more broadly. Mortgage banking income increased $2.9 million to $38.9 million during the current period compared to $36.0 million in the prior period.
67
The components of mortgage banking income for the nine months ended September 30, 2025 and 2024 were as follows:
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
Mortgage banking income
Gains and fees from origination and sale of mortgage
loans held for sale
$
26,039
$
24,671
Net change in fair value of loans held for sale and derivatives
2,741
1,337
Change in fair value on MSRs, net of hedging
(10,690)
(11,867)
Mortgage servicing income
20,849
21,907
Total mortgage banking income
$
38,939
$
36,048
Interest rate lock commitment volume
$
1,270,646
$
1,143,603
Interest rate lock commitment volume by purpose (%):
Purchase
84.4
%
84.8
%
Refinance
15.6
%
15.2
%
Mortgage sales
$
957,316
$
885,775
Mortgage sale margin
2.72
%
2.79
%
Closing volume
$
1,012,802
$
913,315
Outstanding principal balance of mortgage loans serviced
$
9,716,824
$
10,402,118
Noninterest expense for the nine months ended September 30, 2025 and 2024 was $39.5 million and $38.2 million, respectively.
Results of operations
Throughout the following discussion of our operating results, we present our net interest income, net interest margin and core 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 qualifying 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 nine months ended September 30, 2025 and 2024.
Net interest income
Net interest income is the principle component of our earnings and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest income and margin are shaped by fluctuations in interest rates as well as changes in volume and mix of earning assets and interest-bearing liabilities.
During the three and nine months ended September 30, 2025, yields on the U.S. Treasury curve declined but generally maintained the same overall shape as market expectations increased for additional rate cuts by the Federal Reserve. In contrast, during the three and nine months ended September 30, 2024, the yield curve remained inverted, consistent with tighter monetary policy and elevated short-term interest rates. The Federal Funds Target Rate range was 4.00% - 4.25% and 4.75% - 5.00% as of September 30, 2025 and September 30, 2024, respectively. During the Federal Open Market Committee’s October 29, 2025 meeting, the federal funds rate was lowered 25 basis points.
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Net interest income increased to $148.1 million for the three months ended September 30, 2025 as compared to $106.6 million for the three months ended September 30, 2024. Net interest margin was 3.95% for the three months ended September 30, 2025 compared to 3.55% for the three months ended September 30, 2024. The increase in net interest income and net interest margin reflects a $51.5 million increase in interest income, partially offset by a $10.0 million increase in interest expense.
Interest income was $237.7 million for the three months ended September 30, 2025, compared to $186.2 million for the three months ended September 30, 2024, an increase of $51.5 million, which was primarily driven by an increase in volume of interest earning assets, most notably loans HFI due to the Southern States merger, and a modest increase in yields.
68
Interest income on loans HFI increased $49.7 million to $207.4 million for the three months ended September 30, 2025 from $157.8 million for the three months ended September 30, 2024 due to increased volume and higher yields stemming from the Southern States merger, including accretion on those recently purchased loans. The yield on loans HFI was 6.75% for the three months ended September 30, 2025, up 5 basis points from the three months ended September 30, 2024.
The components of our loan yield for the three months ended September 30, 2025 and 2024 were as follows:
Three Months Ended September 30,
2025
2024
(dollars in thousands)
Interest
income
Average
yield
Interest
income
Average
yield
Loan HFI yield components:
Contractual interest rate on loans HFI
(1)
$
198,320
6.45
%
$
155,884
6.62
%
Origination and other loan fee income
1,575
0.05
%
1,779
0.08
%
Accretion (amortization) on purchased loans
7,025
0.23
%
(10)
—
%
Nonaccrual interest collections
503
0.02
%
98
—
%
Total loan HFI yield
$
207,423
6.75
%
$
157,751
6.70
%
(1) Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.
Accretion on purchased loans contributed 19 basis points to the NIM for the three months ended September 30, 2025 as a result of the Southern States merger. There was no impact of accretion on purchased loans to the NIM for the three months ended September 30, 2024.
Interest expense was $89.7 million for the three months ended September 30, 2025, an increase of $10.0 million as compared to the three months ended September 30, 2024, which was driven by a combination of higher average balance of interest-bearing liabilities, somewhat offset by a decrease in the rate paid on interest-bearing liabilities. These changes were primarily attributable to the merger with Southern States, but also impacted by management's deposit strategy.
Interest expense on interest-bearing deposit accounts totaled $86.6 million for the three months ended September 30, 2025, a $10.5 million increase from the $76.1 million recognized for the three months ended September 30, 2024. The increase in interest expense caused by the merger with Southern States increased the average balance of most of the deposit categories. The increase in interest expense caused by increases in average balances were partially offset by decreases in the rate paid on most interest-bearing deposit categories, led by interest-bearing checking. The decrease in the rate paid on interest-bearing deposit balances was due to a combination of the Southern States merger and strategic efforts by management to more effectively manage rates paid on deposits. Total cost of interest-bearing deposits was 3.16% for the three months ended September 30, 2025 compared to 3.58% for the three months ended September 30, 2024 as interest rates decrease.
Interest expense recognized on other borrowings decreased $1.5 million for the three months ended September 30, 2025 due to the repayment of the Bank Term Funding Program which was paid off during the third quarter of 2024.
69
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 September 30,
2025
2024
(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)
$
12,189,401
$
207,423
6.75
%
$
9,362,937
$
157,751
6.70
%
Mortgage loans held for sale
162,205
2,359
5.77
%
66,828
1,102
6.56
%
Investment securities:
Taxable
1,304,894
14,395
4.38
%
1,487,200
13,943
3.73
%
Tax-exempt
(2)
169,523
1,431
3.35
%
181,465
1,493
3.27
%
Total investment securities
(2)
1,474,417
15,826
4.26
%
1,668,665
15,436
3.68
%
Federal funds sold and reverse repurchase agreements
331,029
3,966
4.75
%
118,715
1,687
5.65
%
Interest-bearing deposits with other financial institutions
671,634
7,340
4.34
%
701,666
9,519
5.40
%
FHLB stock
36,907
832
8.94
%
32,919
750
9.06
%
Total interest-earning assets
(2)
14,865,593
237,746
6.35
%
11,951,730
186,245
6.20
%
Noninterest-earning assets:
Cash and due from banks
139,226
131,308
Allowance for credit losses on loans HFI
(181,973)
(155,665)
Other assets
(3)(4)
1,184,942
814,577
Total noninterest-earning assets
1,142,195
790,220
Total assets
$
16,007,788
$
12,741,950
Interest-bearing liabilities:
Interest bearing deposits:
Interest-bearing checking
$
2,331,589
$
12,383
2.11
%
$
2,624,046
$
20,998
3.18
%
Money market deposits
5,561,538
49,019
3.50
%
3,802,818
37,574
3.93
%
Savings deposits
406,787
248
0.24
%
357,165
65
0.07
%
Customer time deposits
1,997,905
18,965
3.77
%
1,349,986
13,479
3.97
%
Brokered and internet time deposits
560,127
5,962
4.22
%
322,667
3,972
4.90
%
Time deposits
2,558,032
24,927
3.87
%
1,672,653
17,451
4.15
%
Total interest-bearing deposits
10,857,946
86,577
3.16
%
8,456,682
76,088
3.58
%
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds
purchased
13,144
31
0.94
%
21,734
79
1.45
%
Federal Home Loan Bank advances
15,217
172
4.48
%
—
—
—
%
Subordinated debt
180,805
2,872
6.30
%
130,561
1,900
5.79
%
Other borrowings
1,168
6
2.04
%
125,616
1,544
4.89
%
Total other interest-bearing liabilities
210,334
3,081
5.81
%
277,911
3,523
5.04
%
Total Interest-bearing liabilities
11,068,280
89,658
3.21
%
8,734,593
79,611
3.63
%
Noninterest-bearing liabilities:
Demand deposits
2,724,898
2,241,512
Other liabilities
(4)
236,732
242,155
Total noninterest-bearing liabilities
2,961,630
2,483,667
Total liabilities
14,029,910
11,218,260
FB Financial Corporation common shareholders’ equity
1,977,785
1,523,597
Noncontrolling interest
93
93
Shareholders’ equity
1,977,878
1,523,690
Total liabilities and shareholders’ equity
$
16,007,788
$
12,741,950
Net interest income (tax-equivalent basis)
(2)
$
148,088
$
106,634
Interest rate spread (tax-equivalent basis)
(2)
3.14
%
2.57
%
Net interest margin (tax-equivalent basis)
(2)(5)
3.95
%
3.55
%
Cost of total deposits
2.53
%
2.83
%
Average interest-earning assets to average interest-bearing liabilities
134.3
%
136.8
%
(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 the combined federal and blended state statutory income tax rate to increase tax-exempt interest income to a tax-
equivalent basis. The net taxable-equivalent adjustment amounts included were $0.8 million and $0.6 million the three months ended September 30, 2025 and 2024, respectively.
(3) Includes average net unrealized losses on investment securities available for sale of $64.8 million and $153.8 million for the three months ended September 30, 2025 and 2024, 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 $21.6 million and $25.5 million
for the three months ended September 30, 2025 and 2024, respectively.
(5) The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total interest earning assets.
70
Yield/rate and volume analysis
The table below presents the components of the changes in net interest income for the three months ended September 30, 2025 and 2024. 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 September 30, 2025 compared to three months ended September 30, 2024 due to changes in
(dollars in thousands)
Volume
Yield/rate
Net increase
(decrease)
Interest-earning assets:
Loans held for investment
(1)(2)
$
48,097
$
1,575
$
49,672
Loans held for sale - mortgage
1,387
(130)
1,257
Investment securities:
Taxable
(2,011)
2,463
452
Tax Exempt
(2)
(101)
39
(62)
Federal funds sold and reverse repurchase agreements
2,544
(265)
2,279
Interest-bearing deposits with other financial institutions
(328)
(1,851)
(2,179)
FHLB stock
90
(8)
82
Total interest income
(2)
49,678
1,823
51,501
Interest-bearing liabilities:
Interest-bearing checking
(1,553)
(7,062)
(8,615)
Money market deposits
15,501
(4,056)
11,445
Savings deposits
30
153
183
Customer time deposits
6,150
(664)
5,486
Brokered and internet time deposits
2,528
(538)
1,990
Securities sold under agreements to repurchase and federal funds
purchased
(20)
(28)
(48)
Federal Home Loan Bank advances
172
—
172
Subordinated debt
798
174
972
Other borrowings
(639)
(899)
(1,538)
Total interest expense
22,967
(12,920)
10,047
Change in net interest income
(2)
$
26,711
$
14,743
$
41,454
(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 $0.8 million and $0.6 million the three months ended September 30, 2025 and 2024, respectively.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Net interest income increased $58.7 million to $368.8 million for the nine months ended September 30, 2025 as compared to $310.1 million for the nine months ended September 30, 2024. Net interest margin was 3.74% for the nine months ended September 30, 2025 compared to 3.51% for the nine months ended September 30, 2024. The increases in net interest income and net interest margin were primarily driven by increases in interest income on loans HFI and investment securities.
Interest income was $601.1 million for the nine months ended September 30, 2025, compared to $541.1 million for the nine months ended September 30, 2024, an increase of $60.0 million, which was primarily driven by an increase in volume of interest earning assets, most notably loans HFI due to the merger with Southern States, partially offset by a decrease in yields due to lower interest rates.
Interest income recognized on loans HFI increased $50.6 million to $517.6 million for the nine months ended September 30, 2025 from $466.9 million for the nine months ended September 30, 2024. This increase was attributable to
71
an increase in average balances of loans HFI as a result of the Southern States merger, partially offset by a decline in the overall yield on loans HFI due to lower interest rates. The yield on loans HFI decreased 13 basis points to 6.55% for the nine months ended September 30, 2025 from 6.68% for the nine months ended September 30, 2024.
The components of our loan yield for the nine months ended September 30, 2025 and 2024 were as follows:
Nine Months Ended September 30,
2025
2024
(dollars in thousands)
Interest
income
Average
yield
Interest
income
Average
yield
Loans HFI yield components:
Contractual interest rate on loans HFI
(1)
$
503,836
6.37
%
$
460,796
6.59
%
Origination and other loan fee income
5,317
0.07
%
4,506
0.06
%
Accretion on purchased loans
6,965
0.09
%
538
0.01
%
Nonaccrual interest collections
1,443
0.02
%
1,093
0.02
%
Total loans HFI yield
$
517,561
6.55
%
$
466,933
6.68
%
(1)
Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.
Accretion on purchased loans contributed 7 basis points to the NIM for the nine months ended September 30, 2025 as a result of the Southern States merger. There was no impact of accretion on purchased loans to the NIM for the nine months ended September 30, 2024.
Interest income on investment securities increased $7.7 million to $47.8 million
for the nine months ended September 30, 2025 from $40.0 million for the nine months ended September 30, 2024. The increase was attributable to the increase in yield stemming from portfolio restructuring transactions in prior quarters and years. The yield on investment securities was 3.92% and 3.23% for the nine months ended September 30, 2025 and 2024, respectively, an increase of 69 basis points.
Interest expense was $232.4 million for the nine months ended September 30, 2025, an increase of $1.3 million as compared to $231.0 million for the nine months ended September 30, 2024. This impact was driven by increases in average balances on interest-bearing deposit accounts due to the Southern States merger, mostly offset by declines in the rate paid on interest-bearing deposit accounts and other borrowings.
Interest expense on interest-bearing deposit accounts totaled $225.4 million for the nine months ended September 30, 2025, a $5.2 million increase from the $220.2 million recognized for the nine months ended September 30, 2024. The increase in interest expense on interest-bearing deposit accounts was largely driven by an increase in the average balance of most deposit categories, most notably money market deposit balances, mostly offset by decreases in the rate paid on across deposit categories. The increases in average balances were largely attributable to the Southern States merger, as well as our proactive liquidity management strategy and customer deposit campaign which added both balances and reduction in rate paid on those balances. The average rate paid on interest-bearing deposits was 3.13% for the nine months ended September 30, 2025 compared to 3.53% for the nine months ended September 30, 2024.
Interest expense recognized on other borrowings decreased $4.7 million for the nine months ended September 30, 2025 due to the repayment of the Bank Term Funding Program which was paid off during the third quarter of 2024.
72
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.
Nine Months Ended September 30,
2025
2024
(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)
$
10,559,871
$
517,561
6.55
%
$
9,337,942
$
466,933
6.68
%
Mortgage loans held for sale
127,657
5,981
6.26
%
65,443
3,333
6.80
%
Investment securities:
Taxable
1,459,685
43,527
3.99
%
1,450,295
35,014
3.22
%
Tax-exempt
(2)
168,390
4,229
3.36
%
205,310
5,023
3.27
%
Total investment securities
(2)
1,628,075
47,756
3.92
%
1,655,605
40,037
3.23
%
Federal funds sold and reverse repurchase agreements
189,984
6,596
4.64
%
127,365
5,310
5.57
%
Interest-bearing deposits with other financial institutions
635,796
20,975
4.41
%
573,861
23,226
5.41
%
FHLB stock
35,024
2,274
8.68
%
33,486
2,295
9.15
%
Total interest-earning assets
(2)
13,176,407
601,143
6.10
%
11,793,702
541,134
6.13
%
Noninterest-earning assets:
Cash and due from banks
126,093
141,220
Allowance for credit losses on loans HFI
(162,040)
(152,675)
Other assets
(3)(4)
952,215
786,211
Total noninterest-earning assets
916,268
774,756
Total assets
$
14,092,675
$
12,568,458
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing checking
$
2,562,483
$
46,520
2.43
%
$
2,554,739
$
59,088
3.09
%
Money market deposits
4,592,506
118,336
3.45
%
3,810,318
112,031
3.93
%
Savings deposits
371,180
412
0.15
%
368,262
191
0.07
%
Customer time deposits
1,594,062
44,121
3.70
%
1,398,263
41,415
3.96
%
Brokered and internet time deposits
495,671
16,005
4.32
%
195,785
7,489
5.11
%
Time deposits
2,089,733
60,126
3.85
%
1,594,048
48,904
4.10
%
Total interest-bearing deposits
9,615,902
225,394
3.13
%
8,327,367
220,214
3.53
%
Other interest-bearing liabilities:
Securities sold under agreements to
repurchase and federal funds purchased
11,773
63
0.72
%
23,537
350
1.99
%
Federal Home Loan Bank advances
12,821
430
4.48
%
—
—
—
%
Subordinated debt
147,654
6,489
5.88
%
130,249
5,801
5.95
%
Other borrowings
1,560
16
1.37
%
129,396
4,682
4.83
%
Total other interest-bearing liabilities
173,808
6,998
5.38
%
283,182
10,833
5.11
%
Total interest-bearing liabilities
9,789,710
232,392
3.17
%
8,610,549
231,047
3.58
%
Noninterest-bearing liabilities:
Demand deposits
2,357,537
2,230,271
Other liabilities
(4)
228,944
241,535
Total noninterest-bearing liabilities
2,586,481
2,471,806
Total liabilities
12,376,191
11,082,355
FB Financial Corporation common
shareholders’ equity
1,716,391
1,486,010
Noncontrolling interest
93
93
Shareholders’ equity
1,716,484
1,486,103
Total liabilities and shareholders’ equity
$
14,092,675
$
12,568,458
Net interest income (tax-equivalent basis)
(2)
$
368,751
$
310,087
Interest rate spread (tax-equivalent basis)
(2)
2.93
%
2.55
%
Net interest margin (tax-equivalent basis)
(2)(5)
3.74
%
3.51
%
Cost of total deposits
2.52
%
2.79
%
Average interest-earning assets to average
interest-bearing liabilities
134.6
%
137.0
%
(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 the combined federal and blended state statutory income tax rate to increase tax-exempt interest income to a tax-
equivalent basis. to increase tax-exempt interest income to a tax-equivalent basis. The net tax-equivalent adjustment amounts included in income were $2.5 million and $2.0 million for nine months
ended September 30, 2025 and 2024, respectively.
(3)
Includes average net unrealized losses on investment securities available for sale of $108.4 million and $181.9 million for the nine months ended September 30, 2025 and 2024, respectively.
(4)
Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria of $25.8 million and $22.3 million for the nine months ended September 30, 2025 and 2024, respectively.
(5)
The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.
73
Yield/rate and volume analysis
The tables below present the components of the changes in net interest income for the nine months ended September 30, 2025 and 2024. 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.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024 due to changes in
(dollars in thousands)
Volume
Yield/rate
Net increase
(decrease)
Interest-earning assets:
Loans HFI
(1)(2)
$
59,889
$
(9,261)
$
50,628
Loans held for sale - mortgage
2,915
(267)
2,648
Investment securities:
Taxable
280
8,233
8,513
Tax-exempt
(2)
(927)
133
(794)
Federal funds sold and reverse repurchase agreements
2,174
(888)
1,286
Interest-bearing deposits with other financial institutions
2,043
(4,294)
(2,251)
FHLB stock
100
(121)
(21)
Total interest income
(2)
66,474
(6,465)
60,009
Interest-bearing liabilities:
Interest-bearing checking deposits
141
(12,709)
(12,568)
Money market deposits
20,155
(13,850)
6,305
Savings deposits
3
218
221
Customer time deposits
5,419
(2,713)
2,706
Brokered and internet time deposits
9,683
(1,167)
8,516
Securities sold under agreements to repurchase and federal funds
purchased
(63)
(224)
(287)
Federal Home Loan Bank advances
430
—
430
Subordinated debt
765
(77)
688
Other borrowings
(1,311)
(3,355)
(4,666)
Total interest expense
35,222
(33,877)
1,345
Change in net interest income
(2)
$
31,252
$
27,412
$
58,664
(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 $2.5 million and $2.0 million for the nine months ended September 30, 2025 and 2024, respectively.
Pr
ovision 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.
Our allowance for credit losses calculation as of September 30, 2025 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.
Beginning on June 30, 2025, we utilize the discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, to estimate the expected credit losses of its loan segments, except consumer and other loans, which utilizes the weighted average remaining maturity loss rate technique. We determined that the use of the updated estimate techniques and related inputs and assumptions enhances the transparency, accuracy and relevance of information relating to its allowance for credit losses through the application of data and calculations more clearly
74
calibrated to our historical experience, the nature of its loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses.
These changes represent a change in accounting estimate under ASC 250, “Accounting Changes and Error Corrections”, and, accordingly, is applied prospectively in the period of change and did not have a material effect on the Company’s financial statements. See “Note 1, “Basis of presentation” in this Report for further discussion on the change in estimate.
The discounted cash flow was calibrated using a regression analysis that relates one or more economic variables to our historical default rates and selected peer banks for each loan segment. We determined that national unemployment, national housing price index, national commercial real estate index and prime rates were the key economic variables that were most correlated to our historical loss performance and our peer banks. Reasonable and supportable forecasts of these economic indicators are utilized within the discounted cash flow to estimate expected credit losses for each loan segment. Current and forecast economic conditions, including those affecting these and other economic variables or macroeconomic conditions, such as global conflicts or tariffs, may continue to lead to increased volatility in our calculated level of allowance for credit losses.
Prior to the changes described above, our estimates for credit losses calculation utilized lifetime loss rate model and included economic forecasts for unemployment, gross domestic product, as well as other macroeconomic events which may impact our loan portfolio. Refer to Note 1, “Basis of presentation and summary of significant accounting policies” in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a detailed discussion regarding ACL methodology.
Three months ended September 30, 2025 compared to three months ended September 30, 2024
We recognized a provision expense for credit losses on loans HFI of $30.0 million and $1.9 million for the three months ended September 30, 2025 and 2024, respectively. The provision expense for credit losses on loans HFI for the three months ended September 30, 2025 was driven by the initial provision on acquired loans HFI from the Southern States merger of $25.1 million with changes in loan balances and forecast assumptions driving the remaining expense. For the three months ended September 30, 2024, the decrease in our provision for credit losses on loans HFI was primarily due to reductions in balances outstanding for construction loans offset by growth in other classes of financing receivable in our loan portfolio.
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 provision expense for credit losses on unfunded commitments of $4.5 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively. The provision expense was due largely to the initial provision on acquired unfunded commitments from the Southern States merger of $3.2 million. For three months ended September 30, 2024, the provision is due to a decrease in our unfunded commitments during the period, namely in our construction portfolio. Commitments increased in commercial and industrial and residential real estate line of credit portfolios offset by reductions in construction and commercial real estate.
During the three months ended September 30, 2025 and 2024 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 three months ended September 30, 2025 and 2024.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
We recognized a provision for credit losses on loans HFI for the nine months ended September 30, 2025 and 2024 of $30.8 million and $7.6 million, respectively. The current period provision on loans HFI was driven by a $25.1 million initial provision on acquired loans HFI from the Southern States merger and regular changes in loan balances and forecast inputs offset by a $6.8 million reduction from the impact of the change in the CECL loss estimation methodology. For the nine months ended September 30, 2024, the provision on loans HFI was due to growth in loan balances for most loan categories offset by significant decreases in construction lending.
We recorded a provision for credit losses on unfunded commitments of $11.3 million and a reversal of $2.7 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, the increase in provision for credit losses on unfunded commitments was due largely to the $6.5 million impact of the change in the CECL loss estimation methodology combined with $3.2 million for the initial provision on acquired unfunded commitments associated with the Southern States merger. The reversal of provision for credit losses on unfunded
75
commitments for the nine months ended September 30, 2024 was primarily due to management's concentrated effort to reduce unfunded loan commitments during the period.
During the nine months ended September 30, 2025 and 2024, 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 nine months ended September 30, 2025 and 2024.
Noninterest income
The following table sets forth the components of noninterest income for the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
2025
2024
Mortgage banking income
$
13,484
$
11,553
$
38,939
$
36,048
Investment services and trust income
4,227
3,721
11,860
10,338
Service charges on deposit accounts
4,049
3,378
10,920
9,686
ATM and interchange fees
3,388
2,840
8,943
8,598
Gain (loss) from investment securities, net
12
(40,165)
(60,521)
(56,378)
Loss on sales or write-downs of premises and equipment, other real estate owned and other assets
(646)
(289)
(1,035)
(5)
Other income
2,121
2,465
6,009
8,786
Total noninterest income (loss)
$
26,635
$
(16,497)
$
15,115
$
17,073
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Noninterest income amounted to $26.6 million for the three months ended September 30, 2025, an increase of $43.1 million, as compared to a $16.5 million loss for the three months ended September 30, 2024. The increase in noninterest income was driven by the net loss from investment securities during the three months ended September 30, 2024. Excluding the recognition of the $40.2 million of net loss from investment securities sales recognized during the three months ended September 30, 2024, noninterest income was $23.7 million for
the
three months ended September 30, 2024.
Mortgage banking income includes origination fees, gains and losses on the sale of mortgage loans, changes in fair value of mortgage loans and related derivatives, as well as mortgage servicing income, which includes the change in fair value of MSRs and related derivatives. Mortgage banking income was $13.5 million for the three months ended September 30, 2025, an increase of $1.9 million compared to the prior period. The increase was driven by positive fair value changes of $1.3 million from the prior period. This was impacted by the increase in interest rate lock volume of $50.9 million, or 13.4% during the current period over the same period in the prior year.
Investment services and trust income is comprised of wealth management fees and trust and insurance income. This caption increased $0.5 million during the three months ended September 30, 2025 to $4.2 million as compared to $3.7 million during the three months ended September 30, 2024.
Service charges on deposit accounts include overdraft fees, account analysis fees and other customer transaction-related service charges. Service charges on deposit accounts increased $0.7 million during the three months ended September 30, 2025 to $4.0 million as compared to $3.4 million during the three months ended September 30, 2024.
ATM and interchange fees represent income related to customers' utilization of their debit cards and interchange income. ATM and interchange fees were $3.4 million
for the three months ended September 30, 2025, compared to $2.8 million for the three months ended September 30, 2024.
Net gain from investment securities was $12 thousand for the three months ended September 30, 2025 compared to a net loss of $40.2 million for the three months ended September 30, 2024. The net loss from investment securities during the three months ended September 30, 2024 was the result of management's election to sell $318.5 million of AFS debt securities. Refer to the section “Other earnings assets” for additional information on the sale of the AFS debt securities.
Net loss on sales or write-downs of premises and equipment, other real estate owned and other assets was $0.6 million for the three months ended September 30, 2025 compared to $0.3 million for the three months ended September 30, 2024.
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Other income is comprised of income recognized that does not typically fit into income categories and includes components such as BOLI income, swap fees, and equity investments income. Other income decreased $0.3 million to $2.1 million during the three months ended September 30, 2025 as compared to $2.5 million during the three months ended September 30, 2024. This decrease was primarily due to a $0.6 million loss associated with our proportionate share of loss on our equity method investment during the three months ended September 30, 2025.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Noninterest income amounted to $15.1 million for the nine months ended September 30, 2025, a decrease of $2.0 million
,
as compared to income of $17.1 million for the nine months ended September 30, 2024. Excluding the recognition of the $60.5 million and $56.4 million of net loss from investment securities sales recognized during the nine months ended September 30, 2025 and 2024, respectively, noninterest income was $75.6 million
and
$73.5 million
for
the
nine months ended September 30, 2025 and 2024, respectively.
Mortgage banking income was $38.9 million for the nine months ended September 30, 2025, an increase of $2.9 million compared to the prior period. The increase includes an increase from gains on sale and related fair value changes of $2.8 million to $28.8 million in the current period compared to $26.0 million in the prior period. This was impacted by the increase in interest rate lock volume of $127.0 million, or 11.1% during the current period over the same period in the prior year.
Investment services and trust income increased $1.5 million during the nine months ended September 30, 2025 to $11.9 million as compared to $10.3 million during the nine months ended September 30, 2024. The increase was primarily attributable to fees earned from higher assets under management stemming from existing account growth.
Service charges on deposit accounts increased $1.2 million during the nine months ended September 30, 2025 to $10.9 million as compared to $9.7 million during the nine months ended September 30, 2024.
ATM and interchange fees were $8.9 million
for the nine months ended September 30, 2025, compared to $8.6 million for the nine months ended September 30, 2024.
Net loss from investment securities was $60.5 million for the nine months ended September 30, 2025 compared to $56.4 million for the nine months ended September 30, 2024. The net loss from investment securities during the nine months ended September 30, 2025 was the result of management's election to sell $266.9 million of AFS debt securities compared to $526.4 million of AFS debt securities sold during the prior year period. Refer to the section “Other earning assets” for additional information on the sale of the AFS debt securities.
Net loss on sales or write-downs of premises and equipment, other real estate owned and other assets increased $1.0 million for the nine months ended September 30, 2025.
Other income decreased $2.8 million to $6.0 million during the nine months ended September 30, 2025 as compared to $8.8 million during the nine months ended September 30, 2024. This decrease was driven by a $1.7 million loss associated with our proportionate share of loss on our equity method investment during the nine months ended September 30, 2025 and a $2.1 million increase in BOLI income recognized during the nine months ended September 30, 2024, resulting from proceeds from payment of death benefits. The decrease was partially offset by a $0.8 million increase in owned property lease income during the nine months ended September 30, 2025.
77
Noninterest expense
The following table sets forth the components of noninterest expense for the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
2025
2024
Salaries, commissions and employee benefits
$
59,210
$
47,538
$
154,192
$
138,381
Merger and integration costs
16,057
—
19,192
—
Occupancy and equipment expense
7,539
6,640
20,846
19,582
Data processing
2,457
2,486
6,931
7,180
Advertising
2,453
1,947
7,118
4,977
Amortization of core deposit and other intangibles
2,079
719
3,366
2,260
Legal and professional fees
1,227
1,900
5,645
5,798
Other expense
18,834
14,982
53,376
45,547
Total noninterest expense
$
109,856
$
76,212
$
270,666
$
223,725
Three months ended September 30, 2025 compared to three months ended September 30, 2024
Noninterest expense increased by $33.6 million, or 44.1%, during the three months ended September 30, 2025 to $109.9 million as compared to $76.2 million in the three months ended September 30, 2024. The increase in noninterest expense was driven by increases in merger and integration costs associated with the Southern States merger, salaries and employee benefits and other expense.
Salaries, commissions and employee benefits expense is comprised of salaries and wages in addition to other employee benefit costs and represents the largest component of noninterest expense. For the three months ended September 30, 2025, salaries and employee benefits expense increased $11.7 million, to $59.2 million as compared to $47.5 million for the three months ended September 30, 2024. This change was driven by increases in the salaries and benefit costs due to increased headcount resulting from the Southern States merger, combined with increases in performance-based compensation resulting from improvements in the Company's performance metrics.
Merger and integration costs include costs associated with the merger, integration and conversion of business combinations. Merger and integration costs were $16.1 million
for the three months ended September 30, 2025. These costs primarily include legal and other professional fees, severance and other employee-related costs, costs associated with branch consolidation and integration costs of the Southern States merger.
Occupancy and equipment expense includes occupancy, depreciation and equipment expense. Occupancy and equipment expense of $7.5 million and $6.6 million was recognized for the three months ended September 30, 2025 and 2024, respectively. The increase was primarily due to the expansion of our branch network in connection with the Southern States merger.
Data processing is comprised of all third-party core operating system and processing charges as well as payroll processing. Data processing fees were $2.5 million
for both the three months ended September 30, 2025 and 2024.
Advertising includes expenses related to sponsorships, advertising, marketing, customer relations and business development and public relations. During the three months ended September 30, 2025, advertising expense increased $0.5 million to $2.5 million compared to $1.9 million during the three months ended September 30, 2024.
Amortization of core deposit and other intangibles were $2.1 million
for the three months ended September 30, 2025, compared to $0.7 million for the three months ended September 30, 2024. The increase was primarily due to $1.5 million of amortization associated with the core deposit intangible assumed with the merger of Southern States.
Legal and professional fees represent fees incurred for the various support functions, which includes legal, consulting, outsourcing and other professional related fees. Legal and professional fees were $1.2 million and $1.9 million for the three months ended September 30, 2025 and 2024, respectively.
Other expense is comprised of expense that does not typically fit into other expense categories and includes mortgage servicing expenses, regulatory fees and deposit insurance assessments, software license and maintenance fees and various other miscellaneous expenses. Other expense increased $3.9 million during the three months ended September 30, 2025 to $18.8 million compared to $15.0 million during the three months ended September 30, 2024. The
78
increase was primarily driven by modest increases across a range of expense categories, including technology and platform fees, software license and maintenance fees, card transaction fees, servicing fees and other operating expenses. No single category accounted for a significant portion of the overall increase. Additionally, a franchise tax benefit was recognized in the prior year period.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Noninterest expense increased by $47.0 million, or 21.0%, during the nine months ended September 30, 2025 to $270.7 million as compared to $223.7 million in the nine months ended September 30, 2024. The increase in noninterest expense was attributable to increases in merger and integration costs associated with the Southern States merger, salaries and employee benefits and other noninterest expense.
Salaries, commissions and employee benefits expense increased $15.8 million, or 11.4%, to $154.2 million for the nine months ended September 30, 2025 as compared to $138.4 million for the nine months ended September 30, 2024. This change was driven by increases in the salaries and benefit costs due to increased headcount resulting from the Southern States merger, combined with an increase in performance-based compensation driven by improvement in the Company's performance metrics.
Merger and integration costs were $19.2 million
for the nine months ended September 30, 2025 associated with the merger with Southern States. These costs primarily include legal and professional fees, severance and other employee-related costs, costs associated with branch consolidation and integration costs.
Occupancy and equipment expense of $20.8 million and $19.6 million was recognized for the nine months ended September 30, 2025 and 2024. The increase was driven by the expansion of our branch network in connection with the Southern States merger.
Data processing fees were $6.9 million
for the nine months ended September 30, 2025, compared to $7.2 million for the nine months ended September 30, 2024.
Advertising expense increased $2.1 million to $7.1 million during the nine months ended September 30, 2025 compared to $5.0 million during the nine months ended September 30, 2024. This increase was primarily attributable to customer marketing campaigns during nine months ended September 30, 2025 combined with favorable, volume based marketing rebate activity recorded in the prior year period.
Amortization of core deposit and other intangibles were $3.4 million
for the nine months ended September 30, 2025, compared to $2.3 million for the nine months ended September 30, 2024. The increase was primarily due to $1.5 million of amortization associated with the core deposit intangible assumed with the merger of Southern States.
Legal and professional fees were $5.6 million and $5.8 million for the nine months ended September 30, 2025 and 2024, respectively.
Other noninterest expense increased $7.8 million during the nine months ended September 30, 2025 to $53.4 million compared to $45.5 million during the nine months ended September 30, 2024. The increase was primarily related to $1.8 million of technology and platform fee increases and modest increases across a range of other expense categories, including software license and maintenance fees, card transaction fees, servicing fees and other operating expenses. Additionally, a franchise tax benefit was recognized in the prior year period.
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. We calculate this ratio by dividing noninterest expense by the sum of net interest income and noninterest income. For an adjusted efficiency ratio, we exclude certain gains, losses and expenses we do not consider core to our business.
Our efficiency ratio was 63.2% and 71.0% for the three and nine months ended September 30, 2025, respectively, and 85.1% and 68.8% for the three and nine months ended September 30, 2024, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 53.3% and 56.4% for the three and nine months ended September 30, 2025, respectively, and 58.4% and 58.2% for the three and nine months ended September 30, 2024, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.
79
Income taxes
Income tax expense was $6.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, and $1.2 million and $18.4 million for the three and nine months ended September 30, 2024, respectively. This represents effective tax rates of 21.0% and 4.4% for the three and nine months ended September 30, 2025, respectively, and 10.3% and 19.1% for the three and nine months ended September 30, 2024, 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.
For the nine months ended September 30, 2025, income tax expense includes the income tax effect of a $60.5 million loss on sale of AFS debt securities and a one-time tax benefit of $10.7 million due to the expiration of the statute of limitations with respect to an amended income tax return and the associated interest. There was no one-time tax benefit for the three months ended September 30, 2025. For the three and nine months ended September 30, 2024, income tax expense included the income tax effect of loss on sale of AFS debt securities of $40.2 million and $56.4 million, respectively. Refer to Note 10 “Income taxes” in the notes to the consolidated financial statements for additional information regarding the our income tax benefit/expense and effective tax rates.
Financial condition
The following discussion of our financial condition compares balances as of September 30, 2025 and December 31, 2024.
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:
September 30,
December 31,
2025
2024
(dollars in thousands)
Committed
Amount Outstanding
% of total outstanding
Committed
Amount Outstanding
% of total outstanding
Loan Type:
Commercial and industrial
$
3,606,471
$
2,155,105
17
%
$
3,062,626
$
1,691,213
18
%
Construction
1,927,134
1,195,392
10
%
1,585,865
1,087,732
11
%
Residential real estate:
1-to-4 family mortgage
1,858,207
1,852,626
15
%
1,624,053
1,616,754
17
%
Residential line of credit
1,516,264
707,303
6
%
1,336,506
602,475
6
%
Multi-family mortgage
743,089
736,424
6
%
665,813
653,769
7
%
Commercial real estate:
Owner-occupied
2,221,207
2,124,920
17
%
1,436,424
1,357,568
14
%
Non-owner occupied
2,958,526
2,890,233
24
%
2,154,027
2,099,129
22
%
Consumer and other
657,077
635,597
5
%
507,175
493,744
5
%
Total loans
$
15,487,975
$
12,297,600
100
%
$
12,372,489
$
9,602,384
100
%
Our loans HFI portfolio is our most significant earning asset, comprising 75.7% and 73.0% of our total assets at September 30, 2025 and December 31, 2024, 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. However, we also participate in loan syndications and participations from other banks (collectively, “participated loans”). As of September 30, 2025 and December 31, 2024, loans HFI included approximately $429.2 million and $177.6 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 September 30, 2025 and 2024, we sold $10.0 million and $7.5 million loan participations, respectively. During the nine months ended September 30, 2025 and 2024, we sold $13.5 million and $24.5 million 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.
80
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 September 30, 2025 and December 31, 2024, there were no concentrations of loans exceeding 10% of total loans other than our geographic exposure to Tennessee, Alabama and Georgia, as well as 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. For additional details related to the concentrations within our loan portfolio, refer to the industry classification and collateral property type concentration tables detailed later in this section.
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 September 30, 2025 and December 31, 2024.
As a percentage (%) of tier 1 capital plus allowance for credit losses
FirstBank
FB Financial Corporation
September 30, 2025
Construction
63.8
%
64.7
%
Commercial real estate
259.0
%
262.6
%
December 31, 2024
Construction
70.1
%
67.1
%
Commercial real estate
249.3
%
238.5
%
81
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 also include collateralization by inventory, accounts receivable, equipment and personal guarantees. This loan segment also includes our farmland and agriculture loans are underwritten with various terms and payment schedules and are generally collateralized by real estate, crop production, or other related assets.
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-to-4 family mortgage loans.
Our residential real estate 1-to-4 family mortgage loans are primarily made with respect to and secured by single family homes in a first lien position which are both owner-occupied and investor owned. This pool also includes 100% financed mortgages that consist of 1-to-4 family mortgages that are originated under a 100% financing program for first time home buyers. 100% financed mortgages loans are further evaluated separately from the 1-4 family mortgage pool due to high initial loan value. This pool also includes our manufactured housing loans secured by real estate collateral. Repayment of loans in this loan segment are primarily dependent upon the cash flow of the borrower and the value of the property.
Residential line of credit loans.
Our residential line of credit loans includes junior liens consist of revolving lines of credit and term notes that are typically not in first position for liquidation preference. Repayment depends primarily on 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, and church 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, and assisted living 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.
Our consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans 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. Consumer and other loans also include manufactured housing loans which are comprised of loans collateralized by manufactured housing not secured by real estate. As these manufacturing housing loans exhibit risk characteristics similar to both 1-to-4 family loans and consumer loans and are therefore further evaluated in a separate pool. Repayment is dependent upon the cash flow of the borrower and the value of the property. Other loans include municipal loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing.
82
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.
September 30, 2025
(dollars in thousands)
Committed
Amount Outstanding
Nonperforming
(1)
Commercial and industrial
Real estate rental and leasing
$
501,026
$
314,190
$
311
Finance and insurance
498,952
314,124
—
Construction
443,940
159,973
834
Manufacturing
317,119
230,450
882
Wholesale trade
293,594
174,220
179
Information
256,546
184,435
—
Professional, scientific and technical services
208,950
132,067
9
Educational services
173,503
48,842
—
Retail trade
131,073
89,019
556
Health care and social assistance
106,939
56,495
437
Administrative and support and waste management and
remediation services
106,290
78,722
—
Accommodation and food services
104,667
74,978
714
Other services (except public administration)
103,602
66,627
76
Transportation and warehousing
103,070
95,724
2,091
Arts, entertainment and recreation
70,716
43,595
112
Management of companies and enterprises
40,276
25,176
—
Other
146,208
66,468
725
Total
$
3,606,471
$
2,155,105
$
6,926
Commercial real estate owner-occupied
Real estate rental and leasing
$
357,338
$
342,913
$
364
Retail trade
310,318
301,044
—
Other services (except public administration)
286,187
278,739
3,882
Manufacturing
250,839
239,294
160
Health care and social assistance
216,310
211,738
873
Accommodation and food services
153,291
153,229
1,182
Wholesale trade
139,152
134,144
—
Construction
114,390
101,383
—
Transportation and warehousing
83,760
67,326
488
Professional, scientific and technical services
56,186
54,622
90
Arts, entertainment and recreation
45,238
44,625
—
Administrative and support and waste management and
remediation services
37,285
34,860
478
Agriculture, forestry, fishing and hunting
35,809
31,902
620
Management of companies and enterprises
22,661
20,691
—
Educational services
22,242
21,491
—
Finance and insurance
19,702
18,465
2,668
Other
70,499
68,454
195
Total
$
2,221,207
$
2,124,920
$
11,000
(1) Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 or more days past due on which interest continues to accrue.
83
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 table below provides a summary of our non-owner occupied commercial real estate and construction loan portfolios by collateral property type.
September 30, 2025
(dollars in thousands)
Committed
Amount Outstanding
Nonperforming
(1)
Commercial real estate non-owner occupied
Retail
$
633,994
$
621,525
$
3,374
Office
542,641
527,202
1,037
Warehouse and industrial
540,997
517,630
—
Hotel
486,082
484,275
—
Assisted living and special care facilities
147,583
145,841
—
Self-storage
144,145
143,292
101
Land-Manufactured housing
120,706
119,032
129
Healthcare facility
71,766
71,695
—
Restaurants, bars and event venues
57,834
52,601
1,008
Convenience store and gas station
50,523
49,874
—
Other
162,255
157,266
—
Total
$
2,958,526
$
2,890,233
$
5,649
Construction
Consumer:
Construction
$
248,549
$
152,344
$
19,615
Land
46,512
40,077
—
Commercial:
Land
317,941
255,050
1,910
Multi-family
154,496
96,156
—
Hotel
76,995
46,644
—
Retail
52,790
26,504
—
Office
39,760
24,249
5,590
Healthcare Facility
38,501
—
—
Self-storage
25,940
9,839
—
Recreation, sports and entertainment
23,689
14,059
—
Other
166,743
84,307
351
Residential Development:
Construction
541,045
325,698
3,305
Land
124,452
76,378
—
Lots
69,721
44,087
597
Total
$
1,927,134
$
1,195,392
$
31,368
1) Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days or more past due on which interest continues to accrue.
84
Loan maturity and sensitivities
The following table presents the contractual maturities of our loan portfolio as of September 30, 2025. 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.
September 30, 2025
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
$
747,330
$
1,210,264
$
195,059
$
2,452
$
2,155,105
Construction
570,486
514,449
74,482
35,975
1,195,392
Residential real estate:
1-to-4 family mortgage
145,828
558,599
207,899
940,300
1,852,626
Residential line of credit
83,147
120,500
503,656
—
707,303
Multi-family mortgage
158,973
406,926
158,879
11,646
736,424
Commercial real estate:
Owner-occupied
231,972
1,155,362
488,200
249,386
2,124,920
Non-owner occupied
400,427
1,728,686
678,649
82,471
2,890,233
Consumer and other
25,743
92,844
134,882
382,128
635,597
Total ($)
$
2,363,906
$
5,787,630
$
2,441,706
$
1,704,358
$
12,297,600
Total (%)
19.2
%
47.1
%
19.8
%
13.9
%
100.0
%
For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of September 30, 2025.
September 30, 2025
Loan type (dollars in thousands)
Fixed
interest rate
Floating
interest rate
Total
Commercial and industrial
$
513,099
$
894,676
$
1,407,775
Construction
161,569
463,337
624,906
Residential real estate:
1-to-4 family mortgage
1,193,889
512,909
1,706,798
Residential line of credit
4,104
620,052
624,156
Multi-family mortgage
298,531
278,920
577,451
Commercial real estate:
Owner-occupied
1,181,311
711,637
1,892,948
Non-owner occupied
1,276,169
1,213,637
2,489,806
Consumer and other
533,267
76,587
609,854
Total ($)
$
5,161,939
$
4,771,755
$
9,933,694
Total (%)
52.0
%
48.0
%
100.0
%
The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of September 30, 2025.
September 30, 2025
Contractual maturity (dollars in thousands)
Fixed
interest rate
Floating
interest rate
Total
One year or less
$
798,861
$
1,565,045
$
2,363,906
One to five years
3,020,673
2,766,957
5,787,630
Five to fifteen years
1,055,850
1,385,856
2,441,706
Over fifteen years
1,085,416
618,942
1,704,358
Total ($)
$
5,960,800
$
6,336,800
$
12,297,600
Total (%)
48.5
%
51.5
%
100.0
%
85
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 September 30, 2025 and December 31, 2024, we had $145.2 million and $121.9 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 or more days past due on which interest continues to accrue. Accrued interest receivable written off as an adjustment to interest income amounted to $0.5 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $1.9 million and $0.5 million for the nine months ended September 30, 2025 and 2024, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $0.5 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $1.4 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively.
Nonperforming loans HFI increased by $32.1 million to $115.8 million as of September 30, 2025 compared to $83.7 million as of December 31, 2024. The increase in nonperforming loans primarily occurred in our construction, multi-family and consumer and other portfolios partially offset by a decrease in a our commercial and industrial portfolio.
As of September 30, 2025 and December 31, 2024, we had $21.7 million and $31.4 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 September 30, 2025 and December 31, 2024, 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 $3.3 million and $2.4 million as of September 30, 2025 and December 31, 2024, respectively.
86
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:
September 30,
December 31,
(dollars in thousands)
2025
2024
2024
Loan Type:
Commercial and industrial
$
6,926
$
23,058
$
10,391
Construction
31,368
11,546
11,453
Residential real estate:
1-to-4 family mortgage
29,445
23,848
27,944
Residential line of credit
2,342
1,558
1,894
Multi-family mortgage
9,325
25
21
Commercial real estate:
Owner-occupied
11,000
8,999
9,645
Non-owner occupied
5,649
6,567
6,179
Consumer and other
19,704
15,234
16,178
Total nonperforming loans HFI
$
115,759
$
90,835
$
83,705
Mortgage loans held for sale
(1)
21,660
30,537
31,357
Other real estate owned
4,466
3,779
4,409
Other repossessed assets
3,314
2,182
2,444
Total nonperforming assets
$
145,199
$
127,333
$
121,915
Nonperforming loans HFI as a percentage of total loans HFI
0.94
%
0.96
%
0.87
%
Nonperforming assets as a percentage of total assets
0.89
%
0.99
%
0.93
%
Nonaccrual loans HFI as a percentage of loans HFI
0.73
%
0.68
%
0.62
%
(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria.
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 September 30, 2025 and December 31, 2024. 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 $54.6 million at September 30, 2025 as compared to $47.9 million at December 31, 2024. The increase from December 31, 2024 to September 30, 2025 primarily occurred within our non-owner occupied, consumer and other and construction portfolios offset with a decrease in our multi-family portfolio.
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.
Beginning on June 30, 2025, we utilize the discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, to estimate the expected credit losses of its loan segments, except consumer and other loans, which utilize the weighted average remaining maturity loss rate technique. We determined that the use of the updated estimate techniques and related inputs and assumptions enhances the transparency, accuracy and relevance of information relating to its allowance for credit losses through the application of data and calculations more clearly calibrated to our historical experience, the nature of its loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses. See “Note 1, “Basis of presentation” in this Report for further discussion on the change in estimate. The changes are accounted for as a change in estimate included in the provision for credit losses for the nine months ended September 30, 2025 and did not have a material impact to our operating results and financial condition.
Prior to June 30, 2025, our estimates for credit losses calculation utilized a lifetime loss rate model. See Note 1, “Basis of presentation and summary of significant accounting policies,” in the notes to our consolidated financial statements in our Annual Report that was filed with the SEC on February 25, 2025, for additional information regarding our estimates prior to June 30, 2025.
87
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:
September 30,
December 31,
2025
2024
(dollars in thousands)
Amount
ACL
as a % of loans HFI category
Amount
ACL
as a % of loans HFI category
Loan Type:
Commercial and industrial
$
26,075
1.21
%
$
16,667
0.99
%
Construction
27,857
2.33
%
31,698
2.91
%
Residential real estate:
1-to-4 family mortgage
33,059
1.78
%
25,340
1.57
%
Residential line of credit
10,458
1.48
%
10,952
1.82
%
Multi-family mortgage
11,815
1.60
%
10,512
1.61
%
Commercial real estate:
Owner-occupied
20,360
0.96
%
11,993
0.88
%
Non-owner occupied
34,073
1.18
%
25,531
1.22
%
Consumer and other
21,296
3.35
%
19,249
3.90
%
Total allowance for credit losses on loans HFI
$
184,993
1.50
%
$
151,942
1.58
%
88
The following table summarizes activity in our allowance for credit losses on loans HFI during the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
Year Ended
December 31,
(dollars in thousands)
2025
2024
2025
2024
2024
Allowance for credit losses on loans HFI at beginning
of period
$
148,948
$
155,055
$
151,942
$
150,326
$
150,326
Initial allowance for credit losses on loans purchased with
credit deterioration
7,518
—
7,518
—
—
Charge-offs:
Commercial and industrial
(100)
(90)
(3,071)
(159)
(11,080)
Construction
(399)
—
(399)
(92)
(122)
Residential real estate:
1-to-4 family mortgage
(322)
(2)
(758)
(295)
(439)
Residential line of credit
—
(53)
—
(73)
(73)
Commercial real estate:
Owner-occupied
—
—
(17)
—
—
Consumer and other
(888)
(770)
(2,811)
(2,136)
(3,051)
Total charge-offs
$
(1,709)
$
(915)
$
(7,056)
$
(2,755)
$
(14,765)
Recoveries:
Commercial and industrial
$
12
$
23
$
227
$
57
$
428
Residential real estate:
1-to-4 family mortgage
6
9
26
75
84
Residential line of credit
11
18
12
18
18
Commercial real estate:
Owner-occupied
4
12
34
240
245
Non-owner occupied
—
—
529
—
—
Consumer and other
246
202
1,000
651
939
Total recoveries
$
279
$
264
$
1,828
$
1,041
$
1,714
Net charge-offs
(1,430)
(651)
(5,228)
(1,714)
(13,051)
Impact of change in accounting estimate for current expected
credit losses
(1)
—
—
(6,848)
—
—
Provision for credit losses on loans HFI
(1)
29,957
1,856
37,609
7,648
14,667
Allowance for credit losses on loans HFI at the end of period
$
184,993
$
156,260
$
184,993
$
156,260
$
151,942
Ratio of net charge-offs during the period to average loans
outstanding during the period
(0.05)
%
(0.03)
%
(0.07)
%
(0.02)
%
(0.14)
%
Allowance for credit losses on loans HFI as a percentage of
loans
1.50
%
1.65
%
1.50
%
1.65
%
1.58
%
Allowance for credit losses on loans HFI as a percentage of
nonaccrual loans HFI
206.8
%
241.9
%
206.8
%
241.9
%
256.0
%
Allowance for credit losses on loans HFI as a percentage of
nonperforming loans
159.8
%
172.0
%
159.8
%
172.0
%
181.5
%
(1) We made certain changes to its estimation techniques and certain related inputs and assumptions in its estimates of credit losses as of June 30, 2025. See “Note 1, “Basis of presentation” in this Report for further discussion on the change in estimate. The changes are accounted for as a change in estimate included in the provision for credit losses for the nine months ended September 30, 2025 and did not have a material impact to our operating results and financial condition.
89
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 HFI
(1)
Net (charge-offs) recoveries
Average loans HFI
Ratio of net (charge-offs) recoveries to average loans HFI
(dollars in thousands)
Three months ended September 30, 2025
Commercial and industrial
$
3,933
$
(88)
$
2,126,229
(0.02)
%
Construction
6,110
(399)
1,210,516
(0.13)
%
Residential real estate:
1-to-4 family mortgage
3,049
(316)
1,842,331
(0.07)
%
Residential line of credit
1,745
11
691,276
0.01
%
Multi-family mortgage
762
—
716,327
—
%
Commercial real estate:
Owner-occupied
6,902
4
2,087,903
—
%
Non-owner occupied
4,352
—
2,866,100
—
%
Consumer and other
3,104
(642)
648,719
(0.39)
%
Total
$
29,957
$
(1,430)
$
12,189,401
(0.05)
%
Three months ended September 30, 2024
Commercial and industrial
$
1,670
$
(67)
$
1,640,508
(0.02)
%
Construction
(3,612)
—
1,143,612
—
%
Residential real estate:
1-to-4 family mortgage
341
7
1,594,875
—
%
Residential line of credit
662
(35)
573,962
(0.02)
%
Multi-family mortgage
834
—
617,951
—
%
Commercial real estate:
Owner-occupied
243
12
1,287,095
—
%
Non-owner occupied
98
—
2,045,146
—
%
Consumer and other
1,620
(568)
459,788
(0.49)
%
Total
$
1,856
$
(651)
$
9,362,937
(0.03)
%
Nine Months Ended September 30, 2025
Commercial and industrial
$
10,293
$
(2,844)
$
1,865,170
(0.20)
%
Construction
(3,740)
(399)
1,101,647
(0.05)
%
Residential real estate:
1-to-4 family mortgage
8,387
(732)
1,701,709
(0.06)
%
Residential line of credit
(537)
12
640,541
—
%
Multi-family mortgage
1,144
—
662,196
—
%
Commercial real estate:
Owner-occupied
6,835
17
1,600,407
—
%
Non-owner occupied
4,595
529
2,381,324
0.03
%
Consumer and other
3,784
(1,811)
606,877
(0.40)
%
Total
$
30,761
$
(5,228)
$
10,559,871
(0.07)
%
Nine Months Ended September 30, 2024
Commercial and industrial
$
4,636
$
(102)
$
1,646,771
(0.01)
%
Construction
(4,722)
(92)
1,231,310
(0.01)
%
Residential real estate:
1-to-4 family mortgage
(306)
(220)
1,581,697
(0.02)
%
Residential line of credit
1,311
(55)
554,235
(0.01)
%
Multi-family mortgage
802
—
621,897
—
%
Commercial real estate:
Owner-occupied
674
240
1,257,455
0.03
%
Non-owner occupied
1,676
—
2,007,605
—
%
Consumer and other
3,577
(1,485)
436,972
(0.45)
%
Total
$
7,648
$
(1,714)
$
9,337,942
(0.02)
%
90
Provision for (reversal of) credit losses on loans HFI
(1)
Net (charge-offs) recoveries
Average loans HFI
Ratio of (charge-offs) net recoveries to average loans HFI
(dollars in thousands)
Year Ended December 31, 2024
Commercial and industrial
$
7,720
$
(10,652)
$
1,655,250
(0.64)
%
Construction
(3,552)
(122)
1,199,414
(0.01)
%
Residential real estate:
1-to-4 family mortgage
(810)
(355)
1,587,111
(0.02)
%
Residential line of credit
1,539
(55)
562,877
(0.01)
%
Multi-family mortgage
1,670
—
629,920
—
%
Commercial real estate:
Owner occupied
1,095
245
1,278,683
0.02
%
Non-owner occupied
2,566
—
2,021,677
—
%
Consumer and other
4,439
(2,112)
449,526
(0.47)
%
Total
$
14,667
$
(13,051)
$
9,384,458
(0.14)
%
(1) We made certain changes to its estimation techniques and certain related inputs and assumptions in its estimates of credit losses as of June 30, 2025. See “Note 1, “Basis of presentation” in this Report for further discussion on the change in estimate. The changes are accounted for as a change in estimate included in the provision for credit losses for the nine months ended September 30, 2025 and did not have a material impact to our operating results and financial condition.
The ACL on loans HFI was $185.0 million and $151.9 million and represented 1.50% and 1.58% of loans HFI as of September 30, 2025 and December 31, 2024, respectively. For further information related to the change in the ACL refer to “Provision for credit losses” section herein and Note 4, “Loans and allowance for credit losses on loans HFI” in the notes to our consolidated financial statements.
For the three months ended September 30, 2025 and 2024, we experienced net charge-offs of $1.4 million and $0.7 million, respectively, or 0.05% and 0.03% of average loans HFI, respectively. For the nine months ended September 30, 2025, we experienced net charge-offs of $5.2 million, or 0.07% of average loans HFI, compared to net charge-offs of $1.7 million, or 0.02% for the nine months ended September 30, 2024. Our ratio of total nonperforming loans HFI as a percentage of total loans HFI increased by 7 basis points to 0.94% as of September 30, 2025 compared to December 31, 2024 primarily due to increases in nonperforming loans in our construction, multi-family and consumer and other portfolios partially offset by a decrease in a our commercial and industrial portfolio.
We also maintain an allowance for credit losses on unfunded commitments in other liabilities, which increased to $17.4 million as of September 30, 2025 from $6.1 million as of December 31, 2024 due primarily to the change in CECL loss estimation methodology and the initial provision from unfunded commitments acquired in the Southern States merger.
Loans held for sale
Mortgage loans held for sale consisted of $145.8 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $21.7 million of GNMA optional repurchase loans. This compares to $95.4 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $31.4 million of GNMA optional repurchase loans as of December 31, 2024.
91
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 $13.81 billion and $11.21 billion as of September 30, 2025 and December 31, 2024, respectively. The increase stemmed from $2.47 billion of deposits assumed in the Southern States merger.
Noninterest-bearing deposits at September 30, 2025 and December 31, 2024 were $2.69 billion and $2.12 billion, respectively. We assumed $562.5 million of noninterest-bearing deposits in the Southern States merger. Additionally, noninterest bearing deposits include mortgage escrow deposits which increased to $131.6 million as of September 30, 2025 from $69.0 million as of December 31, 2024.
Our interest-bearing deposits were $11.12 billion and $9.09 billion at September 30, 2025 and December 31, 2024, respectively. The increase was attributable to $1.91 billion of deposits assumed in the Southern States merger.
Interest-bearing checking deposits decreased to $2.46 billion at September 30, 2025 as compared to $2.91 billion at December 31, 2024. The decrease was the result of management's effort to manage down higher cost deposits.
Money market and savings deposits accounts increased by $1.63 billion million from December 31, 2024 primarily due to the merger with Southern States and a promotional rate campaign targeting new and existing customers and commercial account growth across our footprint.
Customer time deposits increased by $826.6 million from December 31, 2024, driven by the merger with Southern States and a $250.0 million short-term public funds time deposit.
Additionally, brokered and internet time deposits increased by $19.7 million to $488.8 million as of September 30, 2025 compared to December 31, 2024. This growth was a product of our liquidity management strategy.
We have experienced a decrease in our cost of interest-bearing deposits due to a decrease in the interest rate environment. 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.
Our deposit base may include certain deposits from related parties as disclosed within Note 18, “Related party transactions” in the notes to our consolidated financial statements included in this Report.
92
The following table sets forth the distribution by type of our deposit accounts as of the dates indicated:
September 30,
December 31,
2025
2024
(dollars in thousands)
Amount
% of total deposits
Average rate
(1)
Amount
% of total deposits
Average rate
(1)
Deposit Type
Noninterest-bearing demand
$
2,690,635
19
%
—
%
$
2,116,232
19
%
—
%
Interest-bearing checking
2,458,625
18
%
2.43
%
2,906,425
26
%
3.05
%
Money market
5,557,519
40
%
3.45
%
3,986,777
36
%
3.84
%
Savings deposits
410,575
3
%
0.15
%
351,706
3
%
0.07
%
Customer time deposits
2,206,790
16
%
3.70
%
1,380,205
12
%
3.97
%
Brokered and internet time deposits
488,811
4
%
4.32
%
469,089
4
%
4.86
%
Total deposits
$
13,812,955
100
%
2.52
%
$
11,210,434
100
%
2.76
%
Customer Time Deposits
(2)
0.00-1.00%
$
95,771
4
%
$
65,302
5
%
1.01-2.00%
55,467
3
%
63,582
5
%
2.01-3.00%
203,240
9
%
74,171
5
%
3.01-4.00%
691,525
31
%
264,863
19
%
4.01-5.00%
1,157,569
53
%
875,916
63
%
Above 5.00%
3,218
—
%
36,371
3
%
Total customer time deposits
$
2,206,790
100
%
$
1,380,205
100
%
Brokered and Internet Time Deposits
(2)
0.00-1.00%
$
—
—
%
$
—
—
%
1.01-2.00%
—
—
%
—
—
%
2.01-3.00%
—
—
%
—
—
%
3.01-4.00%
326,909
67
%
169,088
36
%
4.01-5.00%
155,956
32
%
199,888
43
%
Above 5.00%
5,946
1
%
100,113
21
%
Total brokered and internet time deposits
$
488,811
100
%
$
469,089
100
%
Total time deposits
$
2,695,601
$
1,849,294
(1) Average rates presented for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.
(2) Based on rates presented as of period-end.
Further details related to our deposit customer base is presented below as of the dates indicated:
September 30,
December 31,
2025
2024
(dollars in thousands)
Amount
% of total deposits
Amount
% of total deposits
Deposits by customer segment
(1)
Consumer
$
5,966,458
43
%
$
4,853,609
43
%
Commercial
6,045,418
44
%
4,802,105
43
%
Public
1,801,079
13
%
1,554,720
14
%
Total deposits
$
13,812,955
100
%
$
11,210,434
100
%
(1) Segments are determined based on the customer account level.
93
The tables below set forth maturity information on time deposits and amounts in excess of the FDIC insurance limit as of September 30, 2025:
(dollars in thousands)
Amount
Weighted average interest rate at period end
Time deposits of $250 and less
Months to maturity:
Three or less
$
588,639
3.87
%
Over Three to Six
441,555
3.79
%
Over Six to Twelve
449,747
3.66
%
Over Twelve
277,272
3.25
%
Total
$
1,757,213
3.70
%
Time deposits of greater than $250
Months to maturity:
Three or less
$
461,104
4.07
%
Over Three to Six
206,989
3.95
%
Over Six to Twelve
167,731
3.80
%
Over Twelve
102,564
3.38
%
Total
$
938,388
3.92
%
Uninsured deposits are defined as the portion of deposit accounts in U.S. federally insured depository institutions 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:
September 30,
December 31,
2025
2024
Estimated insured or collateralized deposits
(1)
$
9,871,337
$
8,346,796
Estimated uninsured and uncollateralized deposits
(1)
$
3,941,618
$
2,863,638
Estimated uninsured and uncollateralized deposits as a % of total deposits
(1)
28.5
%
25.5
%
Estimated uninsured deposits
(2)
$
5,756,466
$
4,478,898
(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.
94
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 unused liquidity position into an instrument that improves the return on those funds. Securities purchased under agreements to resell totaled $62.1 million and $61.1 million at September 30, 2025 and December 31, 2024, 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 $221.3 million and $64.8 million at September 30, 2025 and December 31, 2024, 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 $1.43 billion and $1.54 billion as of September 30, 2025 and December 31, 2024, respectively. Included in the fair value of AFS debt securities were net unrealized losses of $55.9 million and $141.4 million as of September 30, 2025 and December 31, 2024, respectively. Current net unrealized losses are driven by prevailing interest rate levels versus interest rate levels when many of the bonds were purchased.
During the three and nine months ended September 30, 2025, we acquired $31.9 million of AFS debt securities through the merger with Southern States.
During the three months ended September 30, 2025, we sold $0.4 million of AFS debt securities. During the same period, maturities, prepayments and calls of AFS debt securities totaled $83.2 million and purchases totaled $132.8 million.
During the nine months ended September 30, 2025, we sold $266.9 million of AFS debt securities million of mortgage-backed AFS debt securities with a weighted average yield of 1.63%. The securities sold resulted in a net loss on securities of $60.5 million. We used the proceeds from this transaction to redeem outstanding subordinated and trust preferred debt, as well as originate higher yielding loans. During the same period, maturities, prepayments and calls of AFS debt securities totaled $217.9 million and purchases totaled $314.6 million.
During the three months ended September 30, 2024, we sold $318.5 million of AFS debt securities with a weighted average yield of 2.25% and reinvested the proceeds of the sales into AFS securities with a weighted average yield of 5.25%. The sales resulted in a loss on securities of $40.2 million. We primarily sold low yielding mortgage-backed securities and municipal securities. Including the reinvestment of these proceeds into higher yielding U.S. government agency and mortgage-backed securities, we purchased $457.4 million of AFS debt securities during the three months ended September 30, 2024. Maturities, prepayments and calls of AFS debt securities totaled $89.9 million for the three months ended September 30, 2024.
During the nine months ended September 30, 2024, we sold $526.4 million of AFS debt securities, resulting in a loss on securities of $56.4 million. We primarily sold fixed rate, deeply discounted mortgage bonds and low yielding municipal bonds and reinvested the proceeds into U.S. government agency AFS debt securities and a blend of fixed and floating rate securities to achieve the best accretion profile for the Bank. Including the reinvestment of these proceeds, we purchased $824.0 million of AFS debt securities during the nine months ended September 30, 2024. Maturities, prepayments and calls of AFS debt securities totaled $224.1 million for the nine months ended September 30, 2024.
95
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:
September 30,
December 31,
2025
2024
(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. government agency securities:
Maturing within one year
—
—
%
—
%
—
—
%
—
%
Maturing in one to five years
—
—
%
—
%
—
—
%
—
%
Maturing in five to ten years
301,775
21.1
%
4.75
%
207,220
13.5
%
5.28
%
Maturing after ten years
351,422
24.6
%
4.92
%
355,787
23.1
%
5.47
%
Total U.S. government agency securities
653,197
45.7
%
4.84
%
563,007
36.6
%
5.40
%
Mortgage-backed securities - residential and commercial:
Maturing within one year
1
—
%
4.92
%
2,222
0.1
%
3.35
%
Maturing in one to five years
2,189
0.2
%
7.53
%
343
—
%
2.16
%
Maturing in five to ten years
8,810
0.6
%
3.13
%
13,424
0.9
%
2.73
%
Maturing after ten years
587,268
41.2
%
4.00
%
809,867
52.8
%
3.10
%
Total mortgage-backed securities - residential and commercial
598,268
42.0
%
4.00
%
825,856
53.8
%
3.09
%
Municipal securities:
Maturing within one year
203
—
%
2.81
%
548
—
%
4.26
%
Maturing in one to five years
5,681
0.4
%
3.82
%
3,611
0.2
%
3.56
%
Maturing in five to ten years
39,911
2.8
%
3.56
%
15,723
1.0
%
3.06
%
Maturing after ten years
119,616
8.4
%
3.02
%
127,975
8.3
%
2.93
%
Total municipal securities
165,411
11.6
%
3.17
%
147,857
9.5
%
2.96
%
U.S. Treasury securities:
Maturing within one year
—
—
%
—
%
299
—
%
4.25
%
Maturing in one to five years
5,769
0.4
%
3.71
%
—
—
%
—
%
Maturing in five to ten years
1,311
0.1
%
3.81
%
—
—
%
—
%
Maturing after ten years
—
—
%
—
%
—
—
%
—
%
Total U.S. Treasury securities
7,080
0.5
%
3.73
%
299
—
%
4.25
%
Corporate securities:
Maturing within one year
—
—
%
—
%
—
—
%
—
%
Maturing in one to five years
2,995
0.2
%
6.46
%
989
0.1
%
7.98
%
Maturing in five to ten years
—
—
%
—
%
—
—
%
—
%
Maturing after ten years
—
—
%
—
%
—
—
%
—
%
Total corporate securities
2,995
0.2
%
6.46
%
989
0.1
%
7.98
%
Total AFS debt securities
$
1,426,951
100.0
%
4.29
%
$
1,538,008
100.0
%
3.93
%
(1)
Yields on a tax-equivalent basis.
Equity securities
As of September 30, 2025, we had $1.5 million in marketable equity securities recorded at fair value that were acquired through our merger with Southern States. The change in the fair value of equity securities recorded at fair value resulted in a net gain of $12 thousand for both the three and nine months ended September 30, 2025.
96
Borrowed funds
Deposits are the primary source of funds for our lending activities and general business purposes. However, we also fund our operations through other channels, including obtaining advances from the FHLB, borrowings from the Federal Reserve’s Discount Window or one-off borrowing programs, purchasing federal funds and engaging in overnight borrowing with correspondent banks, or entering into client repurchase agreements. We 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 as a short-term return for their excess funds. Securities sold under agreements to repurchase totaled $12.5 million and $13.5 million at September 30, 2025 and December 31, 2024, 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 fourteen days. Borrowings against these lines, which are classified as federal funds purchased, totaled $95.0 million as of September 30, 2025 with a weighted average rate of 4.77%. There were no such borrowings as of December 31, 2024.
FHLB 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 September 30, 2025 and December 31, 2024 had total borrowing capacity of $1.55 billion and $1.40 billion, respectively. As of September 30, 2025 and December 31, 2024, we had qualifying loans pledged as collateral securing these lines amounting to $2.71 billion and $2.61 billion, respectively. There were no FHLB advances outstanding as of September 30, 2025 or December 31, 2024.
Subordinated debt
Prior to September 30, 2025, we had issued junior subordinated debentures through two separate trusts which issued floating rate trust preferred securities to external investors. The trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of the junior subordinated debentures. In September 2025, we redeemed notes related to these trusts at the principal amount plus accrued and unpaid interest pursuant to the terms of the debentures. As a result of this redemption, we redeemed $30.9 million of junior subordinated debentures.
Separately, during September 2025, the Bank redeemed $100.0 million of ten-year fixed-to-floating rate subordinated notes. This redemption was executed at the principal amount plus accrued interest, in accordance with the terms of the notes.
On July 1, 2025, we assumed three separate fixed-to-floating rate subordinated notes in connection with our merger with Southern States with a principal balance totaling $92.5 million. As of September 30, 2025, no other subordinated debt remained outstanding apart from the debt assumed through this business combination.
Further details regarding our subordinated debt as of September 30, 2025 are provided below.
(dollars in thousands)
Year established
Maturity
Call date
Total debt outstanding
Interest rate
Coupon structure
February 2032 Subordinated Debt
(1)
2022
02/07/2032
02/07/2027
$
47,500
3.50%
Quarterly fixed
(2)
October 2032 Subordinated Debt
(1)
2022
10/26/2032
10/26/2027
40,000
7.00%
Quarterly fixed
(2)
December 2031 Subordinated Debt
(1)
2021
12/22/2031
12/31/2026
5,000
3.50%
Quarterly fixed
(2)
Unamortized fair value marks
(9,162)
Total subordinated debt, net
$
83,338
(1)
The Company classifies the issuance, net of unamortized fair value marks, as Tier 2 capital, which will be phased out 20% per year in the final five years before maturity.
(2)
Beginning on respective call date, the coupon structure migrates to 3M SOFR plus a spread of 205 basis points, 306 basis points and 242 basis points for the February 2032, October 2032 and December 2031 subordinated issues, respectively, through the end of the term of each debenture.
97
Other borrowings
Other borrowings include our finance lease liability totaling $1.2 million as of both September 30, 2025 and December 31, 2024. Additionally, other borrowings include optional rights to repurchase GNMA loans previously sold that meet certain defined delinquency criteria and are eligible for repurchase totaling $21.7 million and $31.4 million as of September 30, 2025 and December 31, 2024, respectively. See Note 7, “Leases” and Note 13, “Fair value of financial instruments” within the notes to our consolidated financial statements herein for additional information regarding our finance lease and optional rights to repurchase GNMA loans, 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 typically used to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments. As of September 30, 2025 and December 31, 2024, we had pledged securities with carrying values of $818.2 million and $937.0 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 September 30, 2025 or December 31, 2024. As of September 30, 2025, we had the ability to borrow $1.55 billion through FHLB advances with remaining capacity of $1.55 billion. As of December 31, 2024, there was $1.40 billion available to borrow against with a remaining capacity of $1.40 billion.
We also maintained unsecured lines of credit with other commercial banks totaling $405.0 million and $370.0 million as of September 30, 2025 and December 31, 2024, respectively. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. Borrowings against these lines, which are classified as federal funds purchased, totaled $95.0 million as of September 30, 2025. There were no such borrowings as of December 31, 2024. As of both September 30, 2025 and December 31, 2024, 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.
98
Our current on-balance sheet liquidity and available sources of liquidity are summarized in the table below:
September 30,
December 31,
(dollars in thousands)
2025
2024
Current on-balance sheet liquidity:
Cash and cash equivalents
$
1,280,033
$
1,042,488
Unpledged AFS debt securities
608,716
600,965
Equity securities, at fair value
1,450
—
Total on-balance sheet liquidity
$
1,890,199
$
1,643,453
Available sources of liquidity:
Unsecured borrowing capacity
(1)
$
4,018,822
$
3,318,091
FHLB remaining borrowing capacity
1,551,283
1,397,905
Federal Reserve discount window
2,196,785
2,053,541
Total available sources of liquidity
$
7,766,890
$
6,769,537
On-balance sheet liquidity as a percentage of total assets
11.6
%
12.5
%
On-balance sheet liquidity and available sources of liquidity as a percentage of estimated
uninsured and uncollateralized deposits
(2)
245.0
%
293.8
%
(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 on Form 10-K for the year ended December 31, 2024.
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 September 30, 2025 and December 31, 2024, $76.3 million and $185.9 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 nine months ended September 30, 2025, there were $40.7 million and $102.8 million in cash dividends approved by the board for payment from the Bank to the holding company. During the three and nine months ended September 30, 2024, there were $9.0 million and $37.5 million in cash dividends approved by the board for payment from the Bank to the holding company. Additionally, an asset dividend of an equity security amounting to $1.7 million was paid from the Bank to the holding company during the nine months ended September 30, 2024. None of these required approval from the TDFI. Subsequent to September 30, 2025, the Board approved a dividend from the Bank to the holding company to be paid in the fourth quarter for $10.3 million that also did not require approval from the TDFI.
During the three and nine months ended September 30, 2025, the Company declared shareholder dividends of $0.19 per share, or $10.3 million and $0.57 per share, or $28.0 million, respectively. During the three and nine months ended September 30, 2024, the Company declared shareholder dividends of $0.17 per share, or $8.0 million and 0.51 per share, or $24.1 million, respectively. Subsequent to September 30, 2025, the Company declared a quarterly dividend in the amount of $0.19 per share, payable on November 25, 2025, to stockholders of record as of November 11, 2025.
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Shareholders’ equity and capital management
Our total shareholders’ equity was $1.98 billion and $1.57 billion as of September 30, 2025 and December 31, 2024, respectively. The increase in shareholders’ equity was primarily attributable to the $368.0 million of common stock issued in connection with our merger with Southern States, net income of $65.6 million and a $44.8 million unrealized loss reclassification adjustment for loss on sale of securities included in net income, net of tax benefit. This increase was partially offset by dividends declared of $28.0 million and stock repurchases of $68.0 million. Book value per common share was $37.00 as of September 30, 2025 and $33.59 as of December 31, 2024.
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 September 30, 2025 and December 31, 2024, we met all capital adequacy requirements for which we were subject. See additional discussion regarding our capital adequacy and ratios within Note 15, “Minimum capital requirements” in the notes to our consolidated financial statements contained herein.
September 30, 2025
FB Financial Corporation
FirstBank
To be Well-Capitalized
(1)
Total risk-based capital
13.6
%
13.3
%
10.0
%
Tier 1 risk-based capital
11.7
%
12.0
%
8.0
%
Common Equity Tier 1 ratio
11.7
%
12.0
%
6.5
%
Tier 1 leverage
10.6
%
10.8
%
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.
100
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 rates
September 30,
December 31,
(in basis points)
2025
2024
+400
10.3
%
10.4
%
+300
8.46
%
8.39
%
+200
5.91
%
5.78
%
+100
3.08
%
2.97
%
-100
(3.28)
%
(2.87)
%
-200
(6.45)
%
(6.06)
%
Percentage change in:
Economic value of equity
(2)
Change in interest rates
September 30,
December 31,
(in basis points)
2025
2024
+400
(15.9)
%
(14.5)
%
+300
(12.0)
%
(12.3)
%
+200
(7.39)
%
(7.92)
%
+100
(3.31)
%
(3.80)
%
-100
2.40
%
3.08
%
-200
3.78
%
5.17
%
(1)
The
percentage change represents the projected net interest income for 12 months on a static balance sheet in a stable interest rate environment compared to 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 compared to EVE in the various rate scenarios.
The results for the net interest income simulations as of September 30, 2025 and December 31, 2024 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 the timing and magnitude of loan and deposit repricing 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 any 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 12, “Derivatives” in the notes to our consolidated financial statements.
101
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 September 30, 2025, 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.
102
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, 2024.
ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about repurchases of common stock by the Company during the quarter ended
September 30, 2025
:
Period
(a)
Total number of shares purchased
(b)
Average price paid per share
(1)
(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
July 1 - July 31
(2)
87,321
$
49.20
87,321
$
38,857,805
August 1 - August 31
(2)
405,922
48.21
405,922
19,288,470
September 1 - September 30
(3)
—
—
—
150,000,000
Total
493,243
$
48.39
493,243
$
150,000,000
(1) Amounts are inclusive of commissions, fees and excise tax related to the stock repurchases.
(2) 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 repurchase plan was set to expire on January 31, 2026 and replaced by a new repurchase plan on September 15, 2025. The repurchase plan was conducted pursuant to a written plan and intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.
(3) On September 15, 2025, the Company announced that its board of directors authorized a new repurchase program pursuant to which the Company may purchase up to $150 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, 2027, 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.
ITEM 5 — OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2025, 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.”
Other Events
On November 5, 2025, the FB Financial Corporation Compensation Committee approved an agreement with Wade Peery, the Company’s Chief Innovations Officer, pursuant to which Mr. Peery’s employment will terminate effective December 31, 2025, and thereafter, he will begin serving in an advisory capacity on innovation and emerging technologies. In connection with this change, Mr. Peery’s amended and restated employment agreement with FB Financial and the Bank, dated as of February 23, 2024 (the “Employment Agreement”), will be terminated, effective December 31, 2025. FB Financial, the Bank and Mr. Peery will enter into a new advisory agreement.
103
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 Number
Description
2.1
Agreement and Plan of Merger, dated as of March 31, 2025, by and between FB Financial Corporation and Southern States Bancshares, Inc. (incorporated by reference to Exhibit 2.1 the Company's Current Report on Form 8-K (File No. 001-37875) filed on March 31, 2025)
3.1
Amended and Restated Charter, as amended for SEC filing purposes only (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-37875) filed on February 25, 2025)
3.2
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)
4.1
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)
4.2
Indenture, dated February 7, 2022, by and between Southern States Bancshares, Inc. and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 the Company's Current Report on Form 8-K filed on July 8, 2025)
4.3
Supplemental Indenture, dated July 1, 2025, by and among Southern States Bancshares, Inc., UMB Bank, N.A. and FB Financial Corporation to Indenture, dated February 7, 2022, by and between Southern States Bancshares, Inc. and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 the Company's Current Report on Form 8-K filed on July 8, 2025)
4.4
Form of 3.50% Fixed-to-Floating Rate Subordinated Note due February 7, 2032 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.2 hereto)
4.5
Form of Subordinated Note Purchase Agreement, dated February 7, 2022, by and among Southern States Bancshares, Inc. and each Purchaser (incorporated by reference to Exhibit 4.4 the Company's Current Report on Form 8-K filed on July 8, 2025)
4.6
Indenture, dated October 26, 2022, by and between Southern States Bancshares, Inc. and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.5 the Company's Current Report on Form 8-K filed on July 8, 2025)
4.7
Supplemental Indenture, dated July 1, 2025, by and among Southern States Bancshares, Inc., UMB Bank, N.A. and FB Financial Corporation to Indenture, dated October 26, 2022, by and between Southern States Bancshares, Inc. and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.6 the Company's Current Report on Form 8-K filed on July 8, 2025)
4.8
Form of 7.00% Fixed-to-Floating Rate Subordinated Note due October 26, 2032 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.6 hereto)
4.9
Form of Subordinated Note Purchase Agreement, dated October 26, 2022, by and among Southern States Bancshares, Inc. and each Purchaser (incorporated by reference to Exhibit 4.8 the Company's Current Report on Form 8-K filed on July 8, 2025)
4.10
Form of 3.50% Fixed-to-Floating Rate Subordinated notes due 2031 (incorporated by reference to Exhibit 4.9 the Company's Current Report on Form 8-K filed on July 8, 2025)
10.1
Amended and Restated Employment Agreement, dated September 12, 2025, by and among FB Financial Corporation, FirstBank, and Scott J. Tansil*†
10.2
Amended and Restated Employment Agreement, dated September 12, 2025, by and among FB Financial Corporation, FirstBank, and Travis K. Edmondson*†
10.3
Amended and Restated Employment Agreement, dated September 12, 2025, by and among FB Financial Corporation, FirstBank, and Michael M. Mettee*†
31.1
Rule 13a-14(a) Certification of Chief Executive Officer*
31.2
Rule 13a-14(a) Certification of Chief Financial Officer*
32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer**
104
101.INS
Inline XBRL Instance Document*
101.SCH
Inline XBRL Taxonomy Extension Schema Document*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104
Cover 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.
105
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
November 7, 2025
Michael M. Mettee
Chief Financial Officer & Chief Operating Officer
(Principal Financial Officer)
/s/ Jonathan Pennington
November 7, 2025
Jonathan Pennington
Chief Accounting Officer
(Principal Accounting Officer)
106