FB Financial Corp美股招股说明书(2025-05-21版)

To the shareholders of FB Financial Corporation and Southern StatesBancshares, Inc. PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of FB Financial Corporation (“FB Financial”) and SouthernStates Bancshares, Inc. (“Southern States”), we are pleased to enclose the accompanying joint proxystatement/prospectus relating to the proposed acquisition of Southern States by FB Financial. We arerequesting that you take certain actions as a shareholder of FB Financial or a shareholder of SouthernStates. The boards of directors of each of FB Financial and Southern States have unanimously approved anagreement providing for the acquisition of Southern States by FB Financial pursuant to an Agreementand Plan of Merger, dated as of March 31, 2025, between Southern States and FB Financial (the “mergeragreement”). Under the terms and subject to the conditions of the merger agreement, among otherthings, (1) Southern States will merge with and into FB Financial, with FB Financial continuing as thesurviving corporation (the “merger”), and (2) immediately following the merger, Southern States Bankwill merge with and into FirstBank, with FirstBank continuing as the surviving bank (the “bank merger”and, together with the merger, the “mergers”). In the merger, holders of common stock of Southern States will receive 0.80 shares (the “exchangeratio,” and such shares, the “merger consideration”) of common stock of FB Financial for each share ofSouthern States common stock that they own, with cash paid in lieu of fractional shares. Holders of FBFinancial common stock will continue to own their existing shares of FB Financial common stock.Based on the closing price of FB Financial common stock on the New York Stock Exchange (the“NYSE”) on March 28, 2025, the last trading day before public announcement of the merger agreement,the exchange ratio represented approximately $37.64 in value for each share of Southern States commonstock. Based on the closing price of FB Financial common stock on the NYSE on May 16, 2025, thelatest practical trading day before the date of the accompanying joint proxy statement/prospectus, of$45.77, the exchange ratio represented approximately $36.62 in value for each share of Southern Statescommon stock. The implied value of the FB Financial common stock at the time of completion of themerger could be greater than, less than or the same as the value of FB Financial common stock on thedate of the accompanying joint proxy statement/prospectus.We urge you to obtain current marketquotations of FB Financial common stock (NYSE trading symbol “FBK”) and Southern States (NASDAQtrading symbol “SSBK”). The special meeting of holders of Southern States common stock will be held on June 26, 2025 at615 Quintard Ave., Anniston, Alabama 36201, at 8:00am Central Time. The special meeting of holdersof FB Financial common stock will be held on June 26, 2025 at 1221 Broadway, Suite 1300, Nashville,Tennessee 37203, at 1:00pm Central Time. At our respective special meetings, in addition to otherbusiness, FB Financial will ask its shareholders to approve the issuance of shares of FB Financialcommon stock in the merger and Southern States will ask its shareholders to approve the mergeragreement. Information about these meetings and the merger is contained in this joint proxy statement/prospectus. In particular, see “Risk Factors” beginning on page 29. We urge you to read thisjoint proxy statement/prospectus carefully and in its entirety. Whether or not you plan to attend your special meeting, please vote as soon as possible to make surethat your shares are represented at the meeting. Each of our boards of directors unanimously recommends that holders of common stock vote “FOR”each of the proposals to be considered at the respective meetings. Sincerely, Mark A. ChambersChief Executive Officer and PresidentSouthern States Bancshares, Inc. Christopher T. HolmesPresident and Chief Executive OfficerFB Financial Corporation Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy ofthis joint proxy statement/prospectus. Any representation to the contrary is a criminal offense. The securities to be issued in the merger are not savings or deposit accounts or other obligations of anybank or non-bank subsidiary of either FB Financial or Southern States, and they are not insured by theFederal Deposit Insurance Corporation or any other governmental agency. The date of this joint proxy statement/prospectus is May 21, 2025, and it is first being mailed orotherwise delivered to the shareholders of FB Financial and Southern States on or about May 21, 2025. 1221 Broadway, Suite 1300Nashville, Tennessee 37203 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 26, 2025 To the Shareholders of FB Financial Corporation: On March 31, 2025, FB Financial Corporati