fbk-20250626

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 26, 2025

FB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee

001-37875

62-1216058

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

1221 Broadway, Suite 1300

Nashville, Tennessee 37203

(Address of principal executive offices) (Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $1.00 par value

FBK

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 26, 2025, at a special meeting of shareholders of FB Financial Corporation (the “Company”), the Company considered (1) a proposal to approve the issuance of the Company’s common stock pursuant to the Agreement and Plan of Merger dated March 31, 2025, by and among the Company and Southern States Bancshares, Inc., as such agreement may be amended from time to time (the “FB Financial Share Issuance Proposal”), and (2) a proposal to adjourn the Company special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Company share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of the Company common stock (the “FB Financial Adjournment Proposal”).

Both proposals were approved by the required vote of the Company’s shareholders at the special meeting. The final voting results are set forth below.

Proposal 1. FB Financial Share Issuance Proposal


Votes For	Votes Against	Abstain	Non Votes
39,322,960	11,439	74,273	—

Proposal 2. FB Financial Adjournment Proposal


Votes For	Votes Against	Abstain	Non Votes
34,666,184	4,663,497	78,991	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FB FINANCIAL CORPORATION

By:

/s/ Beth W. Sims

Beth W. Sims

Date: June 27, 2025

General Counsel and Corporate Secretary