FB Financial Corp美股招股说明书(2025-05-21版)

To the shareholders of FB Financial Corporation and Southern States Bancshares, Inc. On behalf of the boards of directors of FB Financial Corporation (“FB Financial”) and Southern States Bancshares, Inc.(“Southern States”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposedacquisition of Southern States by FB Financial. We are requesting that you take certain actions as a shareholder of FB Financialor a shareholder of Southern States. The boards of directors of each of FB Financial and Southern States have unanimously approved an agreement providingfor the acquisition of Southern States by FB Financial pursuant to an Agreement and Plan of Merger, dated as of March31,2025, between Southern States and FB Financial (the “merger agreement”). Under the terms and subject to the conditions of themerger agreement, among other things, (1)Southern States will merge with and into FB Financial, with FB Financial continuingas the surviving corporation (the “merger”), and (2)immediately following the merger, Southern States Bank will merge withand 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 “exchange ratio,” and such shares,the “merger consideration”) of common stock of FB Financial for each share of Southern States common stock that they own,with cash paid in lieu of fractional shares. Holders of FB Financial common stock will continue to own their existing shares ofFB Financial common stock. Based on the closing price of FB Financial common stock on the New York Stock Exchange (the“NYSE”) on March28, 2025, the last trading day before public announcement of the merger agreement, the exchange ratiorepresented approximately $37.64 in value for each share of Southern States common stock. Based on the closing price of FBFinancial common stock on the NYSE on May 16, 2025, the latest practical trading day before the date of the accompanyingjoint proxy statement/prospectus, of $45.77, the exchange ratio represented approximately $36.62 in value for each share ofSouthern States common stock. The implied value of the FB Financial common stock at the time of completion of the mergercould be greater than, less than or the same as the value of FB Financial common stock on the date of the accompanying jointproxy statement/prospectus.We urge you to obtain current market quotations of FB Financial common stock (NYSE tradingsymbol “FBK”) and Southern States (NASDAQ trading symbol “SSBK”). The special meeting of holders of Southern States common stock will be held on June26, 2025 at 615QuintardAve.,Anniston, Alabama 36201, at 8:00am Central Time. The special meeting of holders of FB Financial common stock will be heldon June26, 2025 at 1221Broadway, Suite1300, Nashville, Tennessee 37203, at 1:00pm Central Time. At our respective specialmeetings, in addition to other business, 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 merger agreement. Information aboutthese meetings and the merger is contained in this joint proxy statement/prospectus. In particular, see “Risk Factors” beginningon page29. We urge you to read this joint 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 sure that 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 beconsidered 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 approved or disapproved of thesecurities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Anyrepresentation 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 any bank or non-bank subsidiary of either FB Financial or Southern States, and they are not insured by the Federal Deposit Insurance Corporation or anyother governmental agency. The date of this joint proxy statement/prospectus is May21, 2025, and it is first being mailed or otherwise delivered to theshareholders of FB Financial and Southern States on or about May21, 2025. 1221 Broadway, Suite 1300Nashville, Tennessee 37203 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE26, 2025 To the Shareholders of FB Financial Corporation: On March31, 2025, FB Financial Corporation (“FB Financial”) and Southern States Bancshares(“Sout