FB Financial Corp (FBK)

CIK: 0001649749. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1649749. Latest filing source: 0001649749-26-000012.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001649749.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001649749.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001649749-26-000040.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-04. Report date: 2026-03-31.

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 March 31, 2026 and December 31, 2025, and our results of operations for the three months ended March 31, 2026 and 2025, 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, 2025, that was filed with the SEC on February 26, 2026, and with the accompanying unaudited notes to the condensed consolidated financial statements set forth in this Report.

Forward-looking statements

Certain statements contained in this Report that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s future plans, results, strategies, and expectations, including expectations around changing economic markets. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management’s current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, the Company cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which the Company operates and/or the US economy generally, (2) changes 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) the Company’s ability to identify potential candidates for, consummate, and achieve synergies from acquisitions, including risks that cost savings and other synergies from completed or future mergers may not be realized (or may be less than or delayed from expectations), challenges in integrating acquired businesses, disruptions to customer, employee, or other relationships, diversion of management attention, and the ability to effectively manage larger or more complex operations post-transaction; (7) 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, (8) the Company’s ability to successfully execute its various business strategies, (9) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (10) the effectiveness of the Company’s 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, (11) the Company’s dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, (12) the impact, extent and timing of technological changes, (13) concentrations of credit or deposit exposure, (14) the impact of natural disasters, pandemics, acts of war or terrorism, or other catastrophic events, (15) 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 (16) general competitive, economic, political, and market conditions. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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.

47

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 financial statements are prepared in accordance with GAAP and general practices within the banking industry. Within our financial statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the consolidated balance sheet dates and our results of operations for the reporting periods. We monitor the status of proposed and newly issued accounting standards to evaluate the impact on our financial condition and results of operations. Our accounting policies, including the impact of any newly issued accounting standards if applicable, are discussed in further detail in Note 1, “Basis of presentation and summary of significant accounting policies,” in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

48

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 year-ended

March 31,

December 31,

(dollars in thousands, except share data)

2026 

2025 

2025 

Selected Balance Sheet Data

Cash and cash equivalents

$

1,157,763 

$

794,706 

$

1,155,895 

Investment securities, at fair value

1,498,547 

1,580,720 

1,459,734 

Loans held for sale

231,359 

172,770 

201,076 

Loans HFI

12,503,815 

9,771,536 

12,383,626 

Allowance for credit losses on loans HFI

(186,324)

(150,531)

(185,983)

Total assets

16,468,439 

13,136,449 

16,300,292 

Interest-bearing deposits (non-brokered)

10,838,139 

8,623,636 

10,649,932 

Brokered deposits

574,216 

414,428 

625,634 

Noninterest-bearing deposits

2,664,480 

2,163,934 

2,634,395 

Total deposits

14,076,835 

11,201,998 

13,909,961 

Borrowings

213,188 

168,944 

212,764 

Allowance for credit losses on unfunded commitments

15,398 

6,493 

16,196 

Total common shareholders’ equity

1,973,873 

1,601,962 

1,948,165 

Selected Statement of Income Data

Total interest income

$

225,350 

$

179,706 

$

833,926 

Total interest expense

79,385 

72,065 

317,826 

Net interest income

145,965 

107,641 

516,100 

Provisions for credit losses

3,024 

2,292 

43,278 

Total noninterest income

26,375 

23,032 

43,910 

Total noninterest expense

95,164 

79,549 

378,214 

Income before income taxes

74,152 

48,832 

138,518 

Income tax expense

16,626 

9,471 

15,880 

Net income applicable to noncontrolling interest

— 

— 

16 

Net income applicable to FB Financial Corporation

$

57,526 

$

39,361 

$

122,622 

Net interest income (tax-equivalent basis)

$

146,774 

$

108,427 

$

519,393 

Per Common Share

Basic net income

$

1.11 

$

0.84 

$

2.47 

Diluted net income

1.10 

0.84 

2.45 

Book value

38.39 

34.44 

37.64 

Tangible book value(1)

31.00 

29.12 

30.27 

Cash dividends declared

0.21 

0.19 

0.76 

Selected Ratios

Return on average:

Assets

1.43 

%

1.21 

%

0.84 

%

Common shareholders’ equity

11.9 

%

10.1 

%

6.90 

%

Tangible common equity(1)

14.7 

%

11.9 

%

8.40 

%

Efficiency ratio

55.2 

%

60.9 

%

67.5 

%

Core efficiency ratio (tax-equivalent basis)(1)

54.3 

%

59.9 

%

56.4 

%

Loans HFI to deposit ratio

88.8 

%

87.2 

%

89.0 

%

Noninterest-bearing deposits to total deposits

18.9 

%

19.3 

%

18.9 

%

Net interest margin (tax-equivalent basis)

3.94 

%

3.55 

%

3.81 

%

Yield on interest-earning assets

6.07 

%

5.91 

%

6.14 

%

Cost of interest-bearing liabilities

2.83 

%

3.16 

%

3.13 

%

Cost of total deposits

2.27 

%

2.54 

%

2.49 

%

49

As of or for the three months ended

As of or for the year ended

March 31,

December 31,

2026 

2025 

2025 

Credit Quality Ratios

Allowance for credit losses on loans HFI as a percentage of loans HFI

1.49 

%

1.54 

%

1.50 

%

Annualized net charge-offs as a percentage of average loans HFI

(0.11)

%

(0.14)

%

(0.06)

%

Nonperforming loans HFI as a percentage of loans HFI

0.96 

%

0.79 

%

0.97 

%

Nonperforming assets as a percentage of total assets(2)

0.98 

%

0.84 

%

0.97 

%

Capital Ratios (Company)

Total common shareholders’ equity to assets

12.0 

%

12.2 

%

12.0 

%

Tangible common equity to tangible assets(1)

9.91 

%

10.5 

%

9.84 

%

Tier 1 leverage

10.4 

%

11.4 

%

10.3 

%

Tier 1 risk-based capital

11.5 

%

13.1 

%

11.4 

%

Total risk-based capital

13.4 

%

15.2 

%

13.2 

%

Common Equity Tier 1

11.5 

%

12.8 

%

11.4 

%

(1)Non-GAAP financial measure; See "GAAP reconciliation and management explanation of non-GAAP financial measures” and non-GAAP reconciliations herein.

(2)Includes $32.6 million, $27.2 million, and $28.1 million of optional rights to repurchase delinquent GNMA loans as of March 31, 2026, March 31, 2025 and December 31, 2025, 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 commo

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

ITEM 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations

Overall Objective

The following is a discussion of our financial condition at December 31, 2025 and 2024, and our results of operations for the years ended December 31, 2025 and 2024, and should be read in conjunction with our audited consolidated financial statements included elsewhere herein. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth in the “Cautionary note regarding forward-looking statements” and “Risk Factors” sections of this Annual Report, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements. Discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024 and 2023 are included in the respective sections within “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report filed on Form 10-K with the SEC for the year ended December 31, 2024.

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, Georgia and North Carolina. As of December 31, 2025, our footprint included 90 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. As of December 31, 2025, we had total assets of $16.30 billion, loans held for investment of $12.38 billion, total deposits of $13.91 billion, and total shareholders’ equity of $1.95 billion.

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.

Developments in 2025

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.

40

Key factors affecting our business

Interest rates

Net interest income is the largest contributor to our net income and is the difference between the interest and fees earned on interest-earning assets (primarily loans, investment securities and interest-bearing deposits with other financial institutions) and the interest expense incurred in connection with interest-bearing liabilities (primarily deposits and borrowings). The level of net interest income is primarily a function of the average balance of interest-earning assets, the average balance of interest-bearing liabilities and the spread between the contractual yield on such assets and the contractual cost of such liabilities. These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the Federal Reserve and market interest rates.

The cost of our deposits and short-term wholesale borrowings is largely based on short-term interest rates, which are primarily driven by the Federal Reserve’s actions. The yields generated by our loans and securities are typically driven by short-term and long-term interest rates, which are market driven and are, at times, heavily influenced by the Federal Reserve’s actions. The level of net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur.

Interest rates decreased throughout the year ended December 31, 2025. Volatile interest rates could have significant adverse effects on the earnings, financial condition and results of operations of the Company.

For additional information regarding our interest rate risks factors and management, see “Business: Risk management: Liquidity and interest rate risk management” and “Risk factors: Risks related to our business.”

Credit trends

We focus on originating quality loans and have established loan approval policies and procedures to assist us in upholding the overall credit quality of our loan portfolio. However, credit trends in the markets in which we operate and in our loan portfolio can materially impact our financial condition and performance and are primarily driven by the economic conditions in our markets.

During 2025, our percentage of total nonperforming loans to loans HFI increased to 0.97% as of December 31, 2025, from 0.87% as of December 31, 2024. Our classified loans decreased incrementally to 1.10% of loans HFI as of December 31, 2025, compared to 1.15% as of December 31, 2024. Our nonperforming assets as of December 31, 2025 were $158.1 million, or 0.97% of total assets compared to $121.9 million, or 0.93% of assets as of December 31, 2024.

Our provisions for credit losses resulted in an expense of $43.3 million for the year ended December 31, 2025 compared to $12.0 million for the year ended December 31, 2024. For the year ended December 31, 2025, our provision for credit losses was comprised of $33.2 million of provision for credit losses on loans HFI and $10.1 million related to credit losses on unfunded commitments. The current period expense is the result of a $28.4 million initial provision related to Southern States acquired loans HFI and unfunded commitments and regular changes in loan balances and forecasts inputs. See further discussion under the subheading “Provision for credit losses.”

For additional information regarding credit quality risk factors for our Company, see “Item 1. Business: Risk management: Credit risk management” and “Item 1A. Risk factors: Credit Risks.”

Competition

Our profitability and growth are affected by the highly competitive nature of the financial services industry. We compete with commercial banks, savings banks, credit unions, non-bank financial services companies, online mortgage providers, internet banks and other financial institutions operating within the areas we serve, particularly with national and regional banks that often have more resources than we do to invest in growth and technology and community banks with strong local ties, all of which target the same clients we do. We have seen increased competitive pressures on deposit rates. Continued deposit pricing pressure may continue to affect our financial results in the future.

For additional information, see “Item 1. Business: Our markets,” “Business: Competition” and “Item 1A. Risk factors: Risks related to our business.”

41

Regulatory trends and changes in laws

We are subject to extensive regulation and supervision, which continue to evolve as the legal and regulatory framework governing our operations continues to change. The current operating environment also has heightened supervisory expectations in areas such as consumer compliance, BSA and anti-money laundering compliance, risk management and internal audit.

As described further under “Business: Supervision and regulation,” we are subject to a variety of laws and regulations, including the Dodd-Frank Act. See also “Item 1A. Risk factors: Legal, regulatory and compliance risk.”

42

Financial highlights

The following table presents certain selected historical consolidated income statement data and key indicators as of the dates or for the years 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 years ended December 31,

(Dollars in thousands, except per share data)

2025 

2024 

2023 

Selected Balance Sheet Data

Cash and cash equivalents

$

1,155,895 

$

1,042,488 

$

810,932 

Investment securities, at fair value

1,459,734 

1,538,008 

1,471,973 

Loans held for sale

201,076 

126,760 

67,847 

Loans HFI

12,383,626 

9,602,384 

9,408,783 

Allowance for credit losses on loans HFI

(185,983)

(151,942)

(150,326)

Total assets

16,300,292 

13,157,482 

12,604,403 

Interest-bearing deposits (non-brokered)

10,649,932 

8,625,113 

8,179,430 

Brokered deposits

625,634 

469,089 

150,475 

Noninterest-bearing deposits

2,634,395 

2,116,232 

2,218,382 

Total deposits

13,909,961 

11,210,434 

10,548,287 

Borrowings

212,764 

176,789 

390,964 

Allowance for credit losses on unfunded commitments

16,196 

6,107 

8,770 

Total common shareholders' equity

1,948,165 

1,567,538 

1,454,794 

Selected Statement of Income Data

Total interest income

$

833,926 

$

725,538 

$

678,410 

Total interest expense

317,826 

309,035 

271,193 

Net interest income

516,100 

416,503 

407,217 

Provisions for credit losses

43,278 

12,004 

2,539 

Total noninterest income

43,910 

39,070 

70,543 

Total noninterest expense

378,214 

296,899 

324,929 

Income before income taxes

138,518 

146,670 

150,292 

Income tax expense

15,880 

30,619 

30,052 

Net income applicable to noncontrolling interest

16 

16 

16 

Net income applicable to FB Financial Corporation

$

122,622 

$

116,035 

$

120,224 

Net interest income (tax-equivalent basis)

$

519,393 

$

419,091 

$

410,562 

Per Common Share

Basic net income

$

2.47 

$

2.48 

$

2.57 

Diluted net income

2.45 

2.48 

2.57 

Book value

37.64 

33.59 

31.05 

Tangible book value(1)

30.27 

28.27 

25.69 

Cash dividends declared

0.76 

0.68 

0.60 

Selected Ratios

Return on average:

Assets

0.84 

%

0.91 

%

0.95 

%

Shareholders’ equity

6.90 

%

7.71 

%

8.74 

%

Tangible common equity(1)

8.40 

%

9.24 

%

10.7 

%

Efficiency ratio

67.5 

%

65.2 

%

68.0 

%

Adjusted efficiency ratio (tax-equivalent basis)(1)

56.4 

%

57.3 

%

62.9 

%

Loans HFI to deposit ratio

89.0 

%

85.7 

%

89.2 

%

Noninterest-bearing deposits to total deposits

18.9 

%

18.9 

%

21.0 

%

Net interest margin (tax-equivalent basis)

3.81 

%

3.51 

%

3.44 

%

Yield on interest-earning assets

6.14 

%

6.10 

%

5.72 

%

Cost of interest-bearing liabilities

3.13 

%

3.53 

%

3.16 

%

Cost of total deposits

2.49 

%

2.76 

%

2.39 

%

43

As of or for the years ended December 31,

2025 

2024 

2023 

Credit Quality Ratios

Allowance for credit losses on loans HFI as a percentage of loans HFI

1.50 

%

1.58 

%

1.60 

%

Net charge-offs as a percentage of average loans HFI

(0.06)

%

(0.14)

%

(0.01)

%

Nonperforming loans HFI as a percentage of loans HFI

0.97 

%

0.87 

%

0.65 

%

Nonperforming assets as a percentage of total assets(2)

0.97 

%

0.93 

%

0.69 

%

Capital Ratios (Company)

Total common shareholders’ equity to assets

12.0 

%

11.9 

%

11.5 

%

Tangible common equity to tangible assets(1)

9.84 

%

10.2 

%

9.74 

%

Tier 1 leverage

10.3 

%

11.3 

%

11.3 

%

Tier 1 capital

11.4 

%

13.1 

%

12.5 

%

Total risk-based capital

13.2 

%

15.2 

%

14.5 

%

Common equity tier 1 (CET1)

11.4 

%

12.8 

%

12.2 

%

(1)Non-GAAP financial measure; See “GAAP reconciliation and management explanation of non-GAAP financial measures” and non-GAAP reconciliations herein.

(2)Includes $28.1 million, $31.4 million and $21.2 million of optional rights to repurchase GNMA loans that meet certain defined delinquency criteria as of December 31, 2025, 2024 and 2023, respectively.

GAAP reconciliation and management explanation of non-GAAP financial measures

We identify certain financial measures discussed in this Report as being “non-GAAP financial measures.” The non-GAAP financial measures presented in this Report are adjusted efficiency ratio (tax-equivalent basis), tangible book value per common share, tangible common equity to tangible assets and return on average tangible common equity.

In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our consolidated statements of income, balance sheets or statements of cash flows.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of these, and reconciliation for, each of non-GAAP financial measures.

 Adjusted efficiency ratio (tax-equivalent basis)

The adjusted efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains (losses), merger and offering-related expenses 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.

44

The following table presents, as of the dates set forth below, a reconciliation of our adjusted efficiency ratio (tax-equivalent basis) to our efficiency ratio:

Years Ended December 31,

(dollars in thousands)

2025 

2024 

2023 

Adjusted efficiency ratio (tax-equivalent basis)

Total noninterest expense

$

378,214 

$

296,899 

$

324,929 

    Less early retirement, severance and other costs

1,395 

1,478 

8,449 

    Less loss on lease terminations and other branch closure costs

282 

— 

1,770 

    Less charitable contribution to FirstBank Foundation

1,130 

— 

— 

    Less FDIC special assessment

— 

500 

1,788 

    Less merger and integration costs

23,803 

— 

— 

       Adjusted noninterest expense

$

351,604 

$

294,921 

$

312,922 

Net interest income

$

516,100 

$

416,503 

$

407,217 

Net interest income (tax-equivalent basis)

519,393 

419,091 

410,562 

Total noninterest income

43,910 

39,070 

70,543 

    Less loss from securities, net

(60,457)

(56,378)

(13,973)

    Less loss on sales or write-downs of premises and equipment, other real estate

       owned and other assets

(1,166)

(2,167)

(27)

    Less cash life insurance benefit

1,148 

2,057 

— 

    Less loss on change in fair value on commercial loans held for sale

— 

— 

(2,114)

Adjusted noninterest income

$

104,385 

$

95,558 

$

86,657 

Total revenue

$

560,010 

$

455,573 

$

477,760 

Adjusted revenue (tax-equivalent basis)

$

623,778 

$

514,649 

$

497,219 

Efficiency ratio

67.5 

%

65.2 

%

68.0 

%

Adjusted efficiency ratio (tax-equivalent basis)

56.4 

%

57.3 

%

62.9 

%

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 the Company’s 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 the Company’s 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.

45

The following table presents, as of the dates set forth below, tangible common equity compared with total 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 shareholders’ equity to total assets:

As of December 31,

(dollars in thousands, except share and per share data)

2025 

2024 

2023 

Tangible assets

Total assets

$

16,300,292 

$

13,157,482 

$

12,604,403 

Adjustments:

Goodwill

(350,353)

(242,561)

(242,561)

Core deposit and other intangibles

(31,284)

(5,762)

(8,709)

Tangible assets

$

15,918,655 

$

12,909,159 

$

12,353,133 

Tangible common equity

Total common shareholders’ equity

$

1,948,165 

$

1,567,538 

$

1,454,794 

Adjustments:

Goodwill

(350,353)

(242,561)

(242,561)

Core deposit and other intangibles

(31,284)

(5,762)

(8,709)

Tangible common equity

$

1,566,528 

$

1,319,215 

$

1,203,524 

Common shares outstanding

51,752,401 

46,663,120 

46,848,934 

Book value per common share

$

37.64 

$

33.59 

$

31.05 

Tangible book value per common share

$

30.27 

$

28.27 

$

25.69 

Total common shareholders’ equity to total assets

12.0 

%

11.9 

%

11.5 

%

Tangible common equity to tangible assets

9.84 

%

10.2 

%

9.74 

%

Return on average tangible common equity

Return on average tangible common equity is a non-GAAP measure that uses average shareholders’ equity and excludes the impact of goodwill and other intangibles. This measurement is used by the Company’s management to provide a depiction of the Company's profitability without being impacted by its intangible assets, as intangible assets are not directly managed to generate earnings. 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:

Years Ended December 31,

(dollars in thousands)

2025 

2024 

2023 

Return on average tangible common equity

Total average common shareholders’ equity

$

1,776,945 

$

1,505,739 

$

1,374,831 

Adjustments:

Average goodwill

(296,901)

(242,561)

(242,561)

Average intangibles, net

(19,492)

(7,177)

(10,472)

Average tangible common equity

$

1,460,552 

$

1,256,001 

$

1,121,798 

Net income applicable to FB Financial Corporation

$

122,622 

$

116,035 

$

120,224 

Return on average common shareholders' equity

6.90 

%

7.71 

%

8.74 

%

Return on average tangible common equity

8.40 

%

9.24 

%

10.7 

%

46

Overview of recent financial performance

Year ended December 31, 2025 compared to the year ended December 31, 2024

Our net income increased during the year ended December 31, 2025 to $122.6 million from $116.1 million for the year ended December 31, 2024. Diluted earnings per common share was $2.45 and $2.48 for the years ended December 31, 2025 and 2024, respectively. Our net income represented a return on average assets of 0.84% and 0.91% for the years ended December 31, 2025 and 2024, respectively, and a return on average equity of 6.90% and 7.71% for the same periods. Our ratio of return on average tangible common equity for the years ended December 31, 2025 and 2024 was 8.40% and 9.24%, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.

During the year ended December 31, 2025, net interest income increased to $516.1 million compared with $416.5 million in the year ended December 31, 2024. Our net interest margin, on a tax-equivalent basis, increased to 3.81% for the year ended December 31, 2025 as compared to 3.51% for the year ended December 31, 2024. The increase in net interest income and net interest margin, on a tax-equivalent basis, reflects a $109.1 million increase in interest income, partially offset by a $8.8 million increase in interest expense.

Provision for credit losses on loans HFI and unfunded loan commitments was $43.3 million for the year ended December 31, 2025 compared $12.0 million for the year ended December 31, 2024 primarily due to the initial provision for credit losses on acquired loans and unfunded commitments from the Southern States merger of $28.4 million, along with 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 year ended December 31, 2025 increased by $4.8 million to $43.9 million, up from $39.1 million for prior year period. The increase in noninterest income was driven by a $5.8 million increase in mortgage banking income, a $2.1 million increase in investment services and trust income and a $1.9 million increase in service charges on deposits. The increase was partially offset by a $60.5 million net loss on investment securities primarily related to the sale of $266.9 million of AFS securities compared to a $56.4 million net loss on investment securities primarily related to the sale of $526.4 million of AFS securities for the year ended December 31, 2024. Refer to the section “Other earning assets” for additional information on the sale of the AFS securities.

Noninterest expense increased to $378.2 million for the year ended December 31, 2025, compared with $296.9 million for the year ended December 31, 2024. The increase in noninterest expense was driven by a $33.9 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, $23.8 million in merger and integration costs associated with our merger with Southern States and an increase in other noninterest expense of $16.3 million due to increases in franchise tax expense, technology and platform fees, and modest increases across a range of other expense categories.

Income tax expense for the year ended December 31, 2025 was $15.9 million compared to $30.6 million for the year ended December 31, 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 gross 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 year ended December 31, 2025. Income tax expense for the year ended December 31, 2024, included the income tax effect of a $56.4 million loss on sale of AFS debt securities.

Year ended December 31, 2024 compared to year ended December 31, 2023

Our net income decreased during the year ended December 31, 2024 to $116.1 million from $120.2 million for the year ended December 31, 2023. Diluted earnings per common share was $2.48 and $2.57 for the years ended December 31, 2024 and 2023, respectively. Our net income represented a return on average assets of 0.91% and 0.95% for the years ended December 31, 2024 and 2023, respectively, and a return on average equity of 7.71% and 8.74% for the same periods. Our ratio of return on average tangible common equity for the years ended December 31, 2024 and 2023 was 9.24% and 10.7%, 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.

47

During the year ended December 31, 2024, net interest income increased to $416.5 million compared with $407.2 million in the year ended December 31, 2023. Our net interest margin, on a tax-equivalent basis, increased to 3.51% for the year ended December 31, 2024 as compared to 3.44% for the year ended December 31, 2023. The increase in net interest margin was primarily driven by higher yields on interest-earning assets, particularly loans and taxable investment securities. This increase was partially offset by the cost of interest-bearing liabilities, primarily from money market and customer deposits.

Provision for credit losses on loans HFI and unfunded loan commitments was $12.0 million for the year ended December 31, 2024 compared to $2.5 million for the year ended December 31, 2023 primarily due to a reversal of provision for credit losses on unfunded commitments of $2.7 million compared to $14.2 million during the year ended December 31, 2023.

Noninterest income for the year ended December 31, 2024 decreased by $31.5 million to $39.1 million, down from $70.5 million for prior year period. The decrease in noninterest income was driven by a $56.4 million net loss on investment securities related to the sale of $526.4 million of AFS securities compared to a $14.0 million net loss on investment securities primarily related to the sale of $100.5 million of AFS securities for the year ended December 31, 2023. The decrease was partially offset by a $2.9 million increase in investment services and trust income, a $2.1 million increase in BOLI income resulting from proceeds from payment of death benefits, and a $1.9 million increase in equity investments income. Additionally, during the year ended December 31, 2023, a $2.1 million loss was recorded associated with the change in fair value of the commercial loans held for sale portfolio that was exited during the year ended December 31, 2023.

Noninterest expense decreased to $296.9 million for the year ended December 31, 2024, compared with $324.9 million for the year ended December 31, 2023. The decrease in noninterest expense is due to decreases in salaries, commissions and employee benefits of $19.6 million primarily related to the Company’s efficiency and scalability initiatives and updated methodology of deferrals for loan fees and loan origination expenses. Additionally, the decrease is reflective of decreases in occupancy, advertising, legal and professional expenses and franchise tax expense.

Business segment highlights

We operate our business in two business segments: Banking and Mortgage. See Note 1, “Basis of presentation and summary of significant accounting policies” and Note 19 “Segment reporting” in the notes to our consolidated financial statements for a description of these business segments.

Banking

Income before taxes from the Banking segment decreased for the year ended December 31, 2025 to $134.9 million, compared to $143.7 million for the year ended December 31, 2024. Net interest income increased by $95.3 million to $506.1 million during the year ended December 31, 2025 compared to $410.8 million during the year ended December 31, 2024. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $37.6 million of provision expense during the year ended December 31, 2025 compared to $12.3 million during the year ended December 31, 2024. The increase was driven by 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 a noninterest loss of $8.8 million in the year ended December 31, 2025 as compared to a loss of $8.4 million in the year ended December 31, 2024. This decrease includes a net loss on investment securities of $60.5 million associated with the sale of $266.9 million AFS debt securities during the year ended December 31, 2025 compared with a net loss on investment securities of $56.4 million primarily related to the sale of $526.4 million of AFS debt securities for the year ended December 31, 2024. Noninterest expense increased to $324.8 million for year ended December 31, 2025 compared to $246.5 million for the year ended December 31, 2024 due to increases in salaries and benefits, merger and integration costs associated with the Southern States merger, advertising, franchise tax expense, technology and platform fees and modest increases across a range of other expense categories.

48

Mortgage

Activity in our Mortgage segment resulted in income before income taxes of $3.6 million for the year ended December 31, 2025 compared to $3.0 million for the year ended December 31, 2024. Net interest income was $10.0 million for the year ended December 31, 2025 compared to $5.7 million for the year ended December 31, 2024. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $5.6 million of provision expense during the year ended December 31, 2025 compared to a reversal of $0.3 million of provision expense during the year ended December 31, 2024. The increase in provisions for credit losses was due to a change in the CECL loss estimation methodology, which notably impacted reserves on our 100% financed 1-to-4 mortgage portfolio, as well as a notable change in forecasts associated with home prices which impacted mortgage reserves more broadly. Mortgage banking income increased $5.8 million to $52.4 million during the year ended December 31, 2025 compared to $46.6 million for the year ended December 31, 2024.

The components of mortgage banking income for the years ended December 31, 2025 and 2024 were as follows:

Years Ended December 31,

(dollars in thousands)

2025 

2024 

Mortgage banking income

Gains and fees from origination and sale of mortgage

   loans held for sale

$

36,015 

$

32,459 

Net change in fair value of loans held for sale and derivatives

2,684 

1,241 

Change in fair value on MSRs, net of hedging

(13,772)

(16,278)

Mortgage servicing income

27,517 

29,212 

Total mortgage banking income

$

52,444 

$

46,634 

Interest rate lock commitment volume

$

1,656,162 

$

1,459,494 

Interest rate lock commitment volume by purpose (%):

Purchase

81.6 

%

84.1 

%

Refinance

18.4 

%

15.9 

%

Mortgage sales

$

1,293,401 

$

1,173,066 

Mortgage sale margin

2.78 

%

2.77 

%

Closing volume

$

1,380,264 

$

1,222,606 

Outstanding principal balance of mortgage loans serviced

$

9,588,948 

$

10,235,048 

Noninterest expense for the years ended December 31, 2025 and 2024 was $53.5 million and $50.4 million, respectively. This increase is reflective of an increase in commissions associated with mortgage loan volume.

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 years ended December 31, 2025, 2024, and 2023.

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 year ended December 31, 2025, the U.S. Treasury yield curve continued its path toward normalization, with steepening in the intermediate and longer‑term sectors of the curve as the Federal Reserve reduced short‑term interest rates by a total of 75 basis points over the course of the year, and longer‑term yields remained elevated due to ongoing inflation concerns and fiscal conditions. This compares to the year ended December 31, 2024, when the curve was just beginning to normalize following late‑year short‑term rate cuts and an uptick in longer‑term yields. The Federal Funds Target Rate range was 3.50% - 3.75% and 4.25% - 4.50% as of December 31, 2025 and December 31, 2024, respectively.

49

Year ended December 31, 2025 compared to the year ended December 31, 2024

Net interest income increased $100.3 million to $519.4 million for the year ended December 31, 2025 as compared to $419.1 million for the year ended December 31, 2024. Net interest margin was 3.81% for the year ended December 31, 2025 compared to 3.51% for the year ended December 31, 2024. Net interest income was broadly driven by higher average balances of loans held for investment resulting from the Southern States merger.

Interest income was $837.2 million for the year ended December 31, 2025, compared to $728.1 million for the year ended December 31, 2024, an increase of $109.1 million. The increase in interest income was primarily attributable to loans HFI, which increased $101.9 million to $724.7 million for the year ended December 31, 2025 from $622.8 million for the year ended December 31, 2024. The increase was driven by higher average balances of loans held for investment resulting from the Southern States merger, partially offset by a lower overall yield on those loans due to declining interest rates. The yield on loans HFI decreased 6 basis points to 6.58% for the year ended December 31, 2025 from 6.64% for the year ended December 31, 2024.

The components of our loan yield for the years ended December 31, 2025, 2024, and 2023 were as follows:

Years Ended December 31,

2025 

2024 

2023 

(dollars in thousands)

Interest

income

Average

yield

Interest

income

Average

yield

Interest

income

Average

yield

Loans HFI yield components:

Contractual interest rate on loans HFI(1)

$

701,519 

6.37 

%

$

614,051 

6.54 

%

$

579,193 

6.20 

%

Origination and other loan fee income

7,950 

0.07 

%

6,365 

0.07 

%

14,675 

0.15 

%

Accretion on purchased loans

13,371 

0.12 

%

657 

0.01 

%

694 

0.01 

%

Nonaccrual interest collections

1,861 

0.02 

%

1,757 

0.02 

%

1,439 

0.02 

%

Total loans HFI yield

$

724,701 

6.58 

%

$

622,830 

6.64 

%

$

596,001 

6.38 

%

(1)Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.

Accretion on purchased loans contributed 10 basis points to the NIM for the year ended December 31, 2025 as a result of the recent merger. There was no impact of accretion on purchased loans to the NIM for the year ended December 31, 2024.

Interest income on investment securities was the next largest contributor to the overall change in interest income, increasing $7.1 million to $63.6 million for the year ended December 31, 2025 from $56.5 million for the year ended December 31, 2024. This increase was driven by higher yields on investment securities stemming from previous portfolio restructuring transactions. The yield on investment securities was 3.97% and 3.39% for the years ended December 31, 2025 and 2024, respectively, an increase of 58 basis points.

Interest expense was $317.8 million for the year ended December 31, 2025, an increase of $8.8 million as compared to $309.0 million for the year ended December 31, 2024. The increase was driven by higher average interest‑bearing deposit balances resulting from the recent merger, mostly offset by declines in the rates paid on interest‑bearing deposits and other borrowed funds.

Interest expense on interest-bearing deposit accounts totaled $309.2 million for the year ended December 31, 2025, an increase of $12.9 million from the prior year, largely due to increases in average balances across most deposit categories, particularly money market deposits. Lower rates paid across these categories partially offset this increase. The growth in average balances was attributable to the recent merger and to a lesser extent recent customer deposit campaigns, which increased deposit balances while reducing deposit costs. The average rate paid on interest-bearing deposits was 3.09% for the year ended December 31, 2025 compared to 3.49% for the year ended December 31, 2024.

Interest expense recognized on other borrowings decreased $4.6 million for the year ended December 31, 2025 due to the repayment of the Bank Term Funding Program which was paid off during the third quarter of 2024.

50

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.

Years Ended December 31,

2025 

2024 

2023 

(dollars in thousands)

Average balances

Interest

income/

expense

Average

yield/

rate

Average balances

Interest

income/

expense

Average

yield/

rate

Average

balances

Interest

income/

expense

Average

yield/

rate

Interest-earning assets:

Loans HFI (1)(2)

$

11,015,862 

$

724,701 

6.58 

%

$

9,384,458 

$

622,830 

6.64 

%

$

9,335,977 

$

596,001 

6.38 

%

Mortgage loans held for sale

138,183 

9,040 

6.54 

%

66,983 

4,486 

6.70 

%

56,815 

3,856 

6.79 

%

Investment securities:

Taxable

1,431,088 

57,907 

4.05 

%

1,468,646 

50,057 

3.41 

%

1,370,514 

27,257 

1.99 

%

Tax-exempt (2)

168,634 

5,660 

3.36 

%

196,003 

6,423 

3.28 

%

290,884 

9,674 

3.33 

%

Total investment securities (2)

1,599,722 

63,567 

3.97 

%

1,664,649 

56,480 

3.39 

%

1,661,398 

36,931 

2.22 

%

Federal funds sold and reverse repurchase

   agreements

202,186 

9,022 

4.46 

%

123,601 

6,703 

5.42 

%

112,833 

5,798 

5.14 

%

Interest-bearing deposits with other financial

   institutions

650,369 

27,775 

4.27 

%

666,810 

34,587 

5.19 

%

701,629 

35,652 

5.08 

%

Restricted equity securities, at cost

38,554 

3,114 

8.08 

%

33,307 

3,040 

9.13 

%

40,058 

3,355 

8.38 

%

Total interest-earning assets (2)

13,644,876 

837,219 

6.14 

%

11,939,808 

728,126 

6.10 

%

11,919,312 

681,755 

5.72 

%

Noninterest-earning assets:

Cash and due from banks

128,977 

135,338 

132,327 

Allowance for credit losses on loans HFI

(167,960)

(153,265)

(140,246)

Other assets (3)(4)

1,005,642 

803,867 

757,441 

Total noninterest-earning assets

966,659 

785,940 

749,522 

Total assets

$

14,611,535 

$

12,725,748 

$

12,668,834 

Interest-bearing liabilities:

Interest-bearing deposits:

Interest-bearing checking

$

2,516,406 

$

58,058 

2.31 

%

$

2,625,713 

$

80,045 

3.05 

%

$

2,863,053 

$

81,761 

2.86 

%

Money market deposits

4,848,758 

164,354 

3.39 

%

3,827,898 

147,075 

3.84 

%

3,578,707 

126,205 

3.53 

%

Savings deposits

382,757 

831 

0.22 

%

363,649 

253 

0.07 

%

422,339 

259 

0.06 

%

Customer time deposits

1,718,706 

63,682 

3.71 

%

1,399,278 

55,529 

3.97 

%

1,436,313 

45,251 

3.15 

%

Brokered and internet time deposits

524,018 

22,282 

4.25 

%

276,864 

13,443 

4.86 

%

101,423 

5,343 

5.27 

%

Time deposits

2,242,724 

85,964 

3.83 

%

1,676,142 

68,972 

4.11 

%

1,537,736 

50,594 

3.29 

%

Total interest-bearing deposits

9,990,645 

309,207 

3.09 

%

8,493,402 

296,345 

3.49 

%

8,401,835 

258,819 

3.08 

%

Other interest-bearing liabilities:

Securities sold under agreements to

   repurchase and federal funds purchased

11,950 

94 

0.79 

%

21,339 

366 

1.72 

%

29,860 

669 

2.24 

%

Federal Home Loan Bank advances

9,589 

418 

4.36 

%

— 

— 

— 

%

28,973 

1,487 

5.13 

%

Subordinated debt

131,473 

7,992 

6.08 

%

130,352 

7,638 

5.86 

%

127,386 

10,102 

7.93 

%

Other borrowings

3,509 

115 

3.28 

%

97,182 

4,686 

4.82 

%

3,225 

116 

3.60 

%

Total other interest-bearing liabilities

156,521 

8,619 

5.51 

%

248,873 

12,690 

5.10 

%

189,444 

12,374 

6.53 

%

Total interest-bearing liabilities

10,147,166 

317,826 

3.13 

%

8,742,275 

309,035 

3.53 

%

8,591,279 

271,193 

3.16 

%

Noninterest-bearing liabilities:

Demand deposits

2,452,226 

2,233,092 

2,442,019 

Other liabilities(4)

235,105 

244,549 

260,612 

Total noninterest-bearing liabilities

2,687,331 

2,477,641 

2,702,631 

Total liabilities

12,834,497 

11,219,916 

11,293,910 

FB Financial Corporation common

   shareholders’ equity

1,776,945 

1,505,739 

1,374,831 

Noncontrolling interest

93 

93 

93 

         Shareholders’ equity

1,777,038 

1,505,832 

1,374,924 

Total liabilities and shareholders’ equity

$

14,611,535 

$

12,725,748 

$

12,668,834 

Net interest income (tax-equivalent basis)(2)

$

519,393 

$

419,091 

$

410,562 

Interest rate spread (tax-equivalent basis)(2)

3.01 

%

2.57 

%

2.56 

%

Net interest margin (tax-equivalent basis) (2)(5)

3.81 

%

3.51 

%

3.44 

%

Cost of total deposits

2.49 

%

2.76 

%

2.39 

%

Average interest-earning assets to average

     interest-bearing liabilities

134.5 

%

136.6 

%

138.7 

%

(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 $3.3 million, $2.6 million, and $3.3 million for     

years ended December 31, 2025, 2024, and 2023, respectively.

(3)Includes average net unrealized losses on investment securities available for sale of $94.0 million, $166.1 million, and $231.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(4)Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria of $25.2 million, $24.6 million, and $21.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(5)The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.

51

Yield/rate and volume analysis

The tables below present the components of the changes in net interest income for the years ended December 31, 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.

Year ended December 31, 2025 compared to year ended December 31, 2024 due to changes in

(dollars in thousands)

Volume

Yield/rate

Net increase

(decrease)

Interest-earning assets:

Loans HFI(1)(2)

$

107,325 

$

(5,454)

$

101,871 

Loans held for sale - mortgage

4,658 

(104)

4,554 

Investment securities:

   Taxable

(1,520)

9,370 

7,850 

   Tax-exempt(2)

(919)

156 

(763)

Federal funds sold and reverse repurchase agreements

3,507 

(1,188)

2,319 

Interest-bearing deposits with other financial institutions

(702)

(6,110)

(6,812)

Restricted equity securities, at cost

424 

(350)

74 

Total interest income(2)

112,773 

(3,680)

109,093 

Interest-bearing liabilities:

Interest-bearing checking deposits

(2,522)

(19,465)

(21,987)

Money market deposits

34,603 

(17,324)

17,279 

Savings deposits

41 

537 

578 

Customer time deposits

11,836 

(3,683)

8,153 

Brokered and internet time deposits

10,509 

(1,670)

8,839 

Securities sold under agreements to repurchase and federal funds

   purchased

(74)

(198)

(272)

Federal Home Loan Bank advances

418 

— 

418 

Subordinated debt

68 

286 

354 

Other borrowings

(3,070)

(1,501)

(4,571)

Total interest expense

51,809 

(43,018)

8,791 

Change in net interest income(2)

$

60,964 

$

39,338 

$

100,302 

(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 $3.3 million and $2.6 million for the years ended December 31, 2025 and 2024, respectively.

52

Year ended December 31, 2024 compared to year ended December 31, 2023 due to changes in

(dollars in thousands)

Volume

Yield/rate

Net increase

(decrease)

Interest-earning assets:

Loans HFI(1)(2)

$

3,218 

$

23,611 

$

26,829 

Loans held for sale - mortgage

681 

(51)

630 

Loans held for sale - commercial

(162)

— 

(162)

Investment securities:

   Taxable

3,345 

19,455 

22,800 

   Tax-exempt(2)

(3,109)

(142)

(3,251)

Federal funds sold and reverse repurchase agreements

584 

321 

905 

Interest-bearing deposits with other financial institutions

(1,806)

741 

(1,065)

Restricted equity securities, at cost

(616)

301 

(315)

Total interest income(2)

2,135 

44,236 

46,371 

Interest-bearing liabilities:

Interest-bearing checking deposits

(7,235)

5,519 

(1,716)

Money market deposits

9,574 

11,296 

20,870 

Savings deposits

(41)

35 

(6)

Customer time deposits

(1,470)

11,748 

10,278 

Brokered and internet time deposits

8,518 

(418)

8,100 

Securities sold under agreements to repurchase and federal funds

   purchased

(146)

(157)

(303)

Federal Home Loan Bank advances

(1,487)

— 

(1,487)

Subordinated debt

174 

(2,638)

(2,464)

Other borrowings

4,530 

40 

4,570 

Total interest expense

12,417 

25,425 

37,842 

Change in net interest income(2)

$

(10,282)

$

18,811 

$

8,529 

(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 $2.6 million and $3.3 million for the years ended December 31, 2024 and 2023, respectively.

Provision for credit losses

The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity.

Our allowance for credit losses calculation as of December 31, 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 with June 30, 2025, we began to 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 utilized 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 the allowance for credit losses through the application of data and calculations more clearly calibrated to our historical experience, the nature of our loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses.

53

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 and summary of significant accounting policies” 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.

We recognized a provision for credit losses on loans HFI for the years ended December 31, 2025 and 2024 of $33.2 million and $14.7 million, respectively. The current period provision on loans HFI was driven by a $25.1 million initial provision on acquired non-PCD 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 year ended December 31, 2024, the provision on loans HFI is due to growth in loan balances for most loan categories, an increase in net charge-offs and slight deterioration in economic forecasts offset by significant decreases in construction lending.

We recorded a provision for credit losses on unfunded commitments of $10.1 million and a reversal of $2.7 million for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 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 commitments for the year ended December 31, 2024 was primarily due to management’s concentrated effort to reduce unfunded loan commitments during the period.

During the years ended December 31, 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 years ended December 31, 2025 and 2024.

Noninterest income

The following table sets forth the components of noninterest income for the periods indicated:

Years Ended December 31,

(dollars in thousands)

2025 

2024 

2023 

Mortgage banking income

$

52,444 

$

46,634 

$

44,692 

Investment services and trust income

16,333 

14,191 

11,320 

Service charges on deposit accounts

15,104 

13,234 

12,154 

ATM and interchange fees

12,089 

11,465 

10,282 

Loss from investment securities, net

(60,457)

(56,378)

(13,973)

Loss on sales or write-downs of premises and equipment, other real estate owned and other assets

(1,166)

(2,167)

(27)

Other income

9,563 

12,091 

6,095 

Total noninterest income

$

43,910 

$

39,070 

$

70,543 

54

Year ended December 31, 2025 compared to year ended December 31, 2024

Noninterest income amounted to $43.9 million for the year ended December 31, 2025, an increase of $4.8 million, as compared to income of $39.1 million for the year ended December 31, 2024. The increase in total noninterest income was driven by increases in mortgage banking income, investment services and trust income and service charges on deposits offset by the net loss from investment securities and decreases in other income.

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 $52.4 million for the year ended December 31, 2025, an increase of $5.8 million compared to the prior period. The increase includes an increase from gains on sale and related fair value changes of $5.0 million to $38.7 million in the current period compared to $33.7 million in the prior period. This was impacted by the increase in interest rate lock volume of $196.7 million, or 13.5% 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 $2.1 million during the year ended December 31, 2025 to $16.3 million as compared to $14.2 million during the year ended December 31, 2024. This growth was driven primarily by higher fees resulting from increased assets under management in existing accounts, supported by favorable market conditions.

Service charges on deposit accounts include overdraft fees, account analysis fees and other customer transaction-related service charges. Service charges on deposit accounts increased $1.9 million during the year ended December 31, 2025 to $15.1 million as compared to $13.2 million during the year ended December 31, 2024. The increase was primarily due to the increase in deposit accounts from the Southern States merger.

ATM and interchange fees represent income related to customers' utilization of their debit cards and interchange income. ATM and interchange fees were $12.1 million for the year ended December 31, 2025, compared to $11.5 million for the year ended December 31, 2024.

Net loss from investment securities was $60.5 million for the year ended December 31, 2025 compared to $56.4 million for the year ended December 31, 2024. The net loss from investment securities during the year ended December 31, 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 year ended December 31, 2025. The increase was driven by a $2.3 million impairment charge on two decommissioned facilities recognized during the year ended December 31, 2024, offset by a $1.0 million increase in losses on sales and write downs of other real estate owned and other assets during the year ended December 31, 2025.

Other income is comprised of income recognized that does not typically fit into other income categories and includes components such as BOLI income, swap fees, and equity investments income. Other income decreased $2.5 million to $9.6 million during the year ended December 31, 2025 as compared to $12.1 million during the year ended December 31, 2024. This decrease was primarily driven by a $2.3 million loss associated with an equity method investment during the year ended December 31, 2025.

55

Noninterest expense

The following table sets forth the components of noninterest expense for the periods indicated:

Years Ended December 31,

(dollars in thousands)

2025 

2024 

2023 

Salaries, commissions and employee benefits

$

217,721 

$

183,813 

$

203,441 

Occupancy and equipment expense

28,085 

26,250 

28,148 

Merger and integration costs

23,803 

— 

— 

Data processing

9,740 

9,642 

9,230 

Advertising

9,582 

7,007 

8,267 

Legal and professional fees

8,148 

7,679 

8,890 

Amortization of core deposit and other intangibles

5,298 

2,947 

3,659 

Other expense

75,837 

59,561 

63,294 

Total noninterest expense

$

378,214 

$

296,899 

$

324,929 

Year ended December 31, 2025 compared to year ended December 31, 2024

Noninterest expense increased by $81.3 million, or 27.4%, during the year ended December 31, 2025 to $378.2 million as compared to $296.9 million in the year ended December 31, 2024. The increase in noninterest expense was attributable to increases in salaries and employee benefits, merger and integration costs associated with the Southern States merger and other noninterest 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. Salaries, commissions and employee benefits expense increased $33.9 million, or 18.4%, to $217.7 million for the year ended December 31, 2025 as compared to $183.8 million for the year ended December 31, 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.

Occupancy and equipment expense includes occupancy, depreciation and equipment expense. Occupancy and equipment expense of $28.1 million and $26.3 million was recognized for the years ended December 31, 2025 and 2024. The increase was driven by the expansion of our branch network in connection with the Southern States merger.

Merger and integration costs include costs associated with the merger, integration and conversion of business combinations. Merger and integration costs were $23.8 million for the year ended December 31, 2025 associated with the merger with Southern States. These costs primarily include legal and professional fees, severance and other employee-related costs, and costs associated with branch consolidation, conversion and integration activities.

Data processing is comprised of all third-party core operating systems and processing charges as well as payroll processing. Data processing fees were $9.7 million for the year ended December 31, 2025, compared to $9.6 million for the year ended December 31, 2024.

Advertising includes expenses related to sponsorships, advertising, marketing, customer relations and business development and public relations. During the year ended December 31, 2025, advertising expense increased $2.6 million to $9.6 million compared to $7.0 million during the year ended December 31, 2024. This increase was primarily attributable to customer marketing campaigns during year ended December 31, 2025 combined with favorable, volume based marketing rebate activity recorded in the prior year period.

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 $8.1 million and $7.7 million for the years ended December 31, 2025 and 2024, respectively.

Amortization of core deposit and other intangibles was $5.3 million for the year ended December 31, 2025, compared to $2.9 million for the year ended December 31, 2024. The increase was primarily due to $3.0 million of amortization associated with the core deposit intangible assumed with the merger of Southern States.

56

Other noninterest expense increased $16.3 million during the year ended December 31, 2025 to $75.8 million compared to $59.6 million during the year ended December 31, 2024. The increase was attributable to a $4.7 million increase in franchise tax expense, a $2.4 million increase of technology and platform fees and modest increases across a range of other expense categories, including software license and maintenance fees, card transaction fees, contributions and dues, servicing fees and other operating expenses.

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 67.5% and 65.2% for the years ended December 31, 2025 and 2024, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 56.4% and 57.3% for the years ended December 31, 2025 and 2024, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.

Income taxes

Income tax expense was $15.9 million and $30.6 million for the years ended December 31, 2025 and 2024, respectively. This represents effective tax rates of 11.5% and 20.9% for the years ended December 31, 2025 and 2024, respectively. The primary differences between the effective tax rates and the enacted federal statutory rate was primarily driven by a one‑time gross tax benefit of $10.7 million related to the expiration of the statute of limitations associated with an amended income tax return and related interest, as well as interest income on tax refunds and tax‑exempt municipal interest income, net of interest disallowance. These favorable impacts were partially offset by applicable state income taxes and certain non‑deductible expenses, including limitations under Section 162(m) limitations.

For the year ended December 31, 2025, income tax expense also reflects the income tax effect of a $60.5 million loss on sale of AFS debt securities. For the year ended December 31, 2024, income tax expense included the income tax effect of loss on sale of AFS debt securities of $56.4 million. Refer to Note 13 “Income taxes” in the notes to the consolidated financial statements for additional information regarding our income tax expense and effective tax rates.

Financial condition

The following discussion of our financial condition compares balances as of December 31, 2025 and 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:

December 31,

2025 

2024 

(dollars in thousands)

Committed

Amount Outstanding

% of total outstanding

Committed

Amount Outstanding

% of total outstanding

Loan Type:

Commercial and industrial

$

3,646,142 

$

2,181,935 

18 

%

$

3,062,626 

$

1,691,213 

18 

%

Construction

1,893,275 

1,188,494 

10 

%

1,585,865 

1,087,732 

11 

%

Residential real estate:

1-to-4 family mortgage

1,855,064 

1,838,122 

15 

%

1,624,053 

1,616,754 

17 

%

Residential line of credit

1,569,351 

741,309 

6 

%

1,336,506 

602,475 

6 

%

Multi-family mortgage

752,058 

745,360 

6 

%

665,813 

653,769 

7 

%

Commercial real estate:

Owner-occupied

2,241,135 

2,148,870 

17 

%

1,436,424 

1,357,568 

14 

%

Non-owner occupied

2,965,536 

2,900,499 

23 

%

2,154,027 

2,099,129 

22 

%

Consumer and other

659,567 

639,037 

5 

%

507,175 

493,744 

5 

%

Total loans

$

15,582,128 

$

12,383,626 

100 

%

$

12,372,489 

$

9,602,384 

100 

%

57

Our loans HFI portfolio is our most significant earning asset, comprising 76.0% and 73.0% of our total assets at December 31, 2025 and 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 December 31, 2025 and 2024, loans HFI included approximately $433.2 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 years ended December 31, 2025 and 2024, we sold $24.3 million and $25.3 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.

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 December 31, 2025 and 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 December 31, 2025 and 2024.

As a percentage (%) of Tier 1 capital plus allowance for credit losses

FirstBank

FB Financial Corporation

December 31, 2025

Construction

64.6 

%

65.6 

%

Commercial real estate

264.5 

%

268.4 

%

December 31, 2024

Construction

70.1 

%

67.1 

%

Commercial real estate

249.3 

%

238.5 

%

58

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-to-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.

59

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.

December 31, 2025

(dollars in thousands)

Committed

Amount Outstanding

Nonperforming(1)

Commercial and industrial

Real estate rental and leasing

$

498,947 

$

310,780 

$

— 

Finance and insurance

489,183 

294,801 

— 

Construction

446,795 

156,596 

660 

Manufacturing

337,864 

241,406 

862 

Wholesale trade

295,081 

183,262 

151 

Information

252,924 

183,985 

— 

Professional, scientific and technical services

239,088 

132,802 

34 

Educational services

166,640 

49,370 

— 

Retail trade

133,548 

92,858 

556 

Other services (except public administration)

109,847 

74,082 

76 

Administrative and support and waste management and

   remediation services

105,878 

75,897 

— 

Health care and social assistance

100,988 

54,958 

409 

Transportation and warehousing

91,916 

85,618 

2,056 

Accommodation and food services

85,887 

75,779 

714 

Arts, entertainment and recreation

68,326 

47,198 

112 

Management of companies and enterprises

57,160 

42,156 

— 

Other

166,070 

80,387 

743 

Total

$

3,646,142 

$

2,181,935 

$

6,373 

Commercial real estate owner-occupied

Real estate rental and leasing

$

360,043 

$

350,473 

$

96 

Retail trade

318,262 

308,022 

— 

Other services (except public administration)

264,548 

256,063 

3,475 

Manufacturing

254,294 

243,768 

141 

Health care and social assistance

230,189 

226,544 

756 

Accommodation and food services

149,991 

149,258 

1,388 

Wholesale trade

142,181 

135,884 

— 

Construction

109,511 

95,702 

— 

Transportation and warehousing

100,040 

89,578 

477 

Professional, scientific and technical services

65,281 

63,237 

89 

Arts, entertainment and recreation

45,662 

44,500 

— 

Agriculture, forestry, fishing and hunting

43,813 

38,694 

617 

Administrative and support and waste management and

  remediation services

36,885 

34,657 

467 

Educational services

21,895 

21,200 

— 

Finance and insurance

21,631 

19,209 

2,668 

Management of companies and enterprises

21,254 

19,276 

— 

Other

55,655 

52,805 

432 

Total

$

2,241,135 

$

2,148,870 

$

10,606 

(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.

60

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.

December 31, 2025

(dollars in thousands)

Committed

Amount Outstanding

Nonperforming(1)

Commercial real estate non-owner occupied

Retail

$

595,725 

$

584,055 

$

— 

Warehouse and industrial

576,798 

558,850 

2,249 

Office

543,938 

529,030 

1,026 

Hotel

504,907 

503,665 

— 

Assisted living and special care facilities

164,157 

163,444 

— 

Self-storage

134,304 

133,021 

102 

Land-Manufactured housing

120,382 

116,885 

129 

Healthcare facility

62,793 

62,366 

— 

Restaurants, bars and event venues

57,605 

52,477 

1,008 

Convenience store and gas station

45,020 

44,670 

— 

Other

159,907 

152,036 

— 

Total

$

2,965,536 

$

2,900,499 

$

4,514 

Construction

Consumer:

Construction

$

244,131 

$

160,519 

$

19,539 

Land

46,124 

40,594 

— 

Commercial:

Land

316,298 

269,787 

1,899 

Multi-family

211,405 

95,646 

— 

Retail

50,103 

26,777 

— 

Hotel

46,095 

21,334 

— 

Office

40,149 

29,332 

5,451 

Healthcare facility

38,508 

1,505 

— 

Self-storage

31,291 

15,846 

— 

Recreation, sports and entertainment

21,208 

12,992 

— 

Convenience store and gas station

21,062 

10,255 

— 

Special care facilities

21,027 

678 

— 

Car Washes

6,160 

2,666 

— 

 Other

111,893 

71,121 

— 

Residential Development:

Construction

527,446 

320,553 

3,305 

Land

115,243 

72,086 

3,417 

Lots

45,132 

36,803 

597 

Total

$

1,893,275 

$

1,188,494 

$

34,208 

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.

61

Loan maturity and sensitivities

The following table presents the contractual maturities of our loan portfolio as of December 31, 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.

December 31, 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

$

765,182 

$

1,187,909 

$

226,411 

$

2,433 

$

2,181,935 

Construction

561,440 

499,591 

98,160 

29,303 

1,188,494 

Residential real estate:

1-to-4 family mortgage

174,620 

520,871 

204,475 

938,156 

1,838,122 

Residential line of credit

83,335 

135,463 

522,511 

— 

741,309 

Multi-family mortgage

191,692 

389,589 

157,290 

6,789 

745,360 

Commercial real estate:

Owner-occupied

283,806 

1,158,980 

455,795 

250,289 

2,148,870 

Non-owner occupied

460,894 

1,691,857 

663,911 

83,837 

2,900,499 

Consumer and other

28,682 

73,937 

139,592 

396,826 

639,037 

Total ($)

$

2,549,651 

$

5,658,197 

$

2,468,145 

$

1,707,633 

$

12,383,626 

Total (%)

20.6 

%

45.7 

%

19.9 

%

13.8 

%

100.0 

%

For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of December 31, 2025.

December 31, 2025

Loan type (dollars in thousands)

Fixed

interest rate

Floating

interest rate

Total

Commercial and industrial

$

496,789 

$

919,964 

$

1,416,753 

Construction

154,504 

472,550 

627,054 

Residential real estate:

1-to-4 family mortgage

1,169,002 

494,500 

1,663,502 

Residential line of credit

4,024 

653,950 

657,974 

Multi-family mortgage

290,805 

262,863 

553,668 

Commercial real estate:

Owner-occupied

1,136,941 

728,123 

1,865,064 

Non-owner occupied

1,200,260 

1,239,345 

2,439,605 

Consumer and other

534,440 

75,915 

610,355 

Total ($)

$

4,986,765 

$

4,847,210 

$

9,833,975 

Total (%)

50.7 

%

49.3 

%

100.0 

%

The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of December 31, 2025.

December 31, 2025

Contractual maturity (dollars in thousands)

Fixed

interest rate

Floating

interest rate

Total

One year or less

$

932,338

$

1,617,313

$

2,549,651

One to five years

2,882,317

2,775,880

5,658,197

Five to fifteen years

1,007,940

1,460,205

2,468,145

Over fifteen years

1,096,508

611,125

1,707,633

Total ($)

$

5,919,103

$

6,464,523

$

12,383,626

Total (%)

47.8 

%

52.2 

%

100.0 

%

62

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 December 31, 2025 and 2024, we had $158.1 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 $2.1 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $1.9 million and $1.8 million for the years ended December 31, 2025 and 2024, respectively.

Nonperforming loans HFI increased by $36.8 million to $120.5 million as of December 31, 2025 compared to $83.7 million as of December 31, 2024. The increase in nonperforming loans primarily occurred in our construction, multi-family, consumer and other and 1-4 family mortgage portfolios partially offset by a decrease in our commercial and industrial portfolio.

As of December 31, 2025 and 2024, we had $28.1 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.

63

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:

December 31,

(dollars in thousands)

2025 

2024

Loan Type:

Commercial and industrial

$

6,373 

$

10,391 

Construction

34,208 

11,453 

Residential real estate:

1-to-4 family mortgage

32,505 

27,944 

Residential line of credit

2,014 

1,894 

Multi-family mortgage

8,199 

21 

Commercial real estate:

Owner-occupied

10,606 

9,645 

Non-owner occupied

4,514 

6,179 

Consumer and other

22,053 

16,178 

Total nonperforming loans HFI

$

120,472 

$

83,705 

Mortgage loans held for sale(1)

28,102 

31,357 

Other real estate owned

6,009 

4,409 

Other repossessed assets

3,564 

2,444 

Total nonperforming assets

$

158,147 

$

121,915 

Nonperforming loans HFI as a percentage of total loans HFI

0.97 

%

0.87 

%

Nonperforming assets as a percentage of total assets

0.97 

%

0.93 

%

Nonaccrual loans HFI as a percentage of loans HFI

0.71 

%

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 December 31, 2025 and 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 $66.8 million at December 31, 2025 as compared to $47.9 million at December 31, 2024. The increase from December 31, 2024 to December 31, 2025 primarily occurred within our consumer and other, 1-4 family mortgage and commercial real estate portfolios.

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 with June 30, 2025, we began to 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 utilized 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 the allowance for credit losses through the application of data and calculations more clearly calibrated to our historical experience, the nature of our loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses. See “Note 1, “Basis of presentation and summary of significant accounting policies” 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 year ended December 31, 2025 and did not have a material impact to our operating results and financial condition.

64

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.

The following table presents the allocation of the allowance for credit losses by loan HFI category as well as the ratio of loans by loan category compared to the total loans HFI portfolio as of the dates indicated: 

December 31,

2025

2024

(dollars in thousands)

Amount

ACL

as a % of loans HFI category

% of

loans to total loans HFI

Amount

ACL

as a % of loans HFI category

% of

loans to total loans HFI

Loan Type:

Commercial and industrial

$

24,130 

1.11 

%

18 

%

$

16,667 

0.99 

%

18 

%

Construction

25,633 

2.16 

%

10 

%

31,698 

2.91 

%

11 

%

Residential real estate:

   1-to-4 family mortgage

33,218 

1.81 

%

15 

%

25,340 

1.57 

%

17 

%

   Residential line of credit

10,589 

1.43 

%

6 

%

10,952 

1.82 

%

6 

%

   Multi-family mortgage

12,260 

1.64 

%

6 

%

10,512 

1.61 

%

7 

%

Commercial real estate:

   Owner-occupied

21,609 

1.01 

%

17 

%

11,993 

0.88 

%

14 

%

   Non-owner occupied

36,235 

1.25 

%

23 

%

25,531 

1.22 

%

22 

%

Consumer and other

22,309 

3.49 

%

5 

%

19,249 

3.90 

%

5 

%

    Total allowance for credit losses on loans HFI

$

185,983 

1.50 

%

100 

%

$

151,942 

1.58 

%

100 

%

65

The following table summarizes activity in our allowance for credit losses on loans HFI during the periods indicated:

Years Ended December 31,

(dollars in thousands)

2025 

2024 

2023

Allowance for credit losses on loans HFI at beginning of period

$

151,942 

$

150,326 

$

134,192 

Initial allowance for credit losses on loans purchased with credit deterioration

7,518 

— 

— 

Charge-offs:

Commercial and industrial

(3,136)

(11,080)

(462)

Construction

(399)

(122)

— 

Residential real estate:

1-to-4 family mortgage

(1,126)

(439)

(46)

Residential line of credit

— 

(73)

— 

Commercial real estate:

Owner-occupied

(17)

— 

(144)

Consumer and other

(4,196)

(3,051)

(2,851)

Total charge-offs

$

(8,874)

$

(14,765)

$

(3,503)

Recoveries:

Commercial and industrial

$

386 

$

428 

$

273 

Construction

— 

— 

10 

Residential real estate:

1-to-4 family mortgage

39 

84 

100 

Residential line of credit

12 

18 

1 

Commercial real estate:

Owner-occupied

42 

245 

109 

Non-owner occupied

529 

— 

1,833 

Consumer and other

1,200 

939 

573 

Total recoveries

$

2,208 

$

1,714 

$

2,899 

Net charge-offs

(6,666)

(13,051)

(604)

Impact of change in accounting estimate for current expected credit losses(1)

(6,848)

— 

— 

Provision for credit losses on loans HFI(1)

40,037 

14,667 

16,738 

Allowance for credit losses on loans HFI at the end of period

$

185,983 

$

151,942 

$

150,326 

Ratio of net charge-offs during the period to average loans outstanding during the period

(0.06)

%

(0.14)

%

(0.01)

%

Allowance for credit losses on loans HFI as a percentage of loans

1.50 

%

1.58 

%

1.60 

%

Allowance for credit losses on loans HFI as a percentage of nonaccrual loans HFI

212.0 

%

256.0 

%

311.7 

%

Allowance for credit losses on loans HFI as a percentage of nonperforming loans

154.4 

%

181.5 

%

246.7 

%

(1) Includes the impact of changes to estimation techniques, inputs and assumptions used to estimate credit losses during the year ended December 31, 2025. See “Note 1, “Basis of presentation and summary of significant accounting policies” in this Report for further discussion on the change in estimate.

66

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)

Year Ended December 31, 2025

Commercial and industrial

$

8,254 

$

(2,750)

$

1,939,663 

(0.14)

%

Construction

(5,964)

(399)

1,123,085 

(0.04)

%

Residential real estate:

1-to-4 family mortgage

8,901 

(1,087)

1,736,885 

(0.06)

%

Residential line of credit

(406)

12 

662,550 

— 

%

Multi-family mortgage

1,589 

— 

680,205 

— 

%

Commercial real estate:

Owner-occupied

8,076 

25 

1,730,888 

— 

%

Non-owner occupied

6,757 

529 

2,519,175 

0.02 

%

Consumer and other

5,982 

(2,996)

623,411 

(0.48)

%

Total

$

33,189 

$

(6,666)

$

11,015,862 

(0.06)

%

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)

%

Year Ended December 31, 2023

Commercial and industrial

$

8,682 

$

(189)

$

1,678,832 

(0.01)

%

Construction

(4,446)

10 

1,594,317 

— 

%

Residential real estate:

1-to-4 family mortgage

310 

54 

1,558,477 

— 

%

Residential line of credit

1,973 

1 

507,884 

— 

%

Multi-family mortgage

2,352 

— 

519,554 

— 

%

Commercial real estate:

Owner occupied

2,905 

(35)

1,169,680 

— 

%

Non-owner occupied

(784)

1,833 

1,925,759 

0.10 

%

Consumer and other

5,746 

(2,278)

381,474 

(0.60)

%

Total

$

16,738 

$

(604)

$

9,335,977 

(0.01)

%

(1) Includes the impact of changes to estimation techniques, inputs and assumptions used to estimate credit losses during the year ended December 31, 2025. See “Note 1, “Basis of presentation and summary of significant accounting policies” in this Report for further discussion on the change in estimate.

The ACL on loans HFI was $186.0 million and $151.9 million and represented 1.50% and 1.58% of loans HFI as of December 31, 2025 and 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.

Our ratio of total nonperforming loans HFI as a percentage of total loans HFI increased by 10 basis points to 0.97% as of December 31, 2025 compared to December 31, 2024 primarily due to increases in nonperforming loans in our construction, multi-family, consumer and other and 1-4 family mortgages portfolios partially offset by a decrease in our commercial and industrial portfolio.

67

For the year ended December 31, 2025, we experienced net charge-offs of $6.7 million, or 0.06% of average loans HFI, compared to net charge-offs of $13.1 million, or 0.14% for the year ended December 31, 2024. We also maintain an allowance for credit losses on unfunded commitments in other liabilities, which increased to $16.2 million as of December 31, 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 $173.0 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $28.1 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.

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 $45.8 million and $61.1 million at December 31, 2025 and 2024, respectively.

Federal funds sold

Federal funds sold may fluctuate from period to period depending upon our liquidity position at the time and our strategy for deploying liquidity. Federal funds sold totaled $167.5 million and $64.8 million at December 31, 2025 and 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 $1.46 billion and $1.54 billion as of December 31, 2025 and 2024, respectively. Included in the fair value of AFS debt securities were net unrealized losses of $47.9 million and $141.4 million as of December 31, 2025 and 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 year ended December 31, 2025, we sold $266.9 million of AFS debt securities, resulting in a 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 $301.0 million and purchases totaled $421.5 million.

During the year ended December 31, 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 $905.4 million of AFS debt securities during the year ended December 31, 2024. Maturities, prepayments and calls of AFS debt securities totaled $299.8 million for the year ended December 31, 2024.

68

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:

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

284,641 

19.5 

%

4.50 

%

207,220 

13.5 

%

5.28 

%

Maturing after ten years

385,447 

26.4 

%

4.65 

%

355,787 

23.1 

%

5.47 

%

Total U.S. government agency securities

670,088 

45.9 

%

4.59 

%

563,007 

36.6 

%

5.40 

%

Mortgage-backed securities - residential and commercial:

Maturing within one year

— 

— 

%

— 

%

2,222 

0.1 

%

3.35 

%

Maturing in one to five years

2,192 

0.2 

%

7.52 

%

343 

— 

%

2.16 

%

Maturing in five to ten years

44,058 

3.0 

%

4.06 

%

13,424 

0.9 

%

2.73 

%

Maturing after ten years

566,748 

38.8 

%

3.89 

%

809,867 

52.8 

%

3.10 

%

Total mortgage-backed securities - residential and commercial

612,998 

42.0 

%

3.89 

%

825,856 

53.8 

%

3.09 

%

Municipal securities:

Maturing within one year

204 

— 

%

2.81 

%

548 

— 

%

4.26 

%

Maturing in one to five years

5,673 

0.4 

%

3.82 

%

3,611 

0.2 

%

3.56 

%

Maturing in five to ten years

42,493 

2.9 

%

3.53 

%

15,723 

1.0 

%

3.06 

%

Maturing after ten years

120,000 

8.2 

%

3.03 

%

127,975 

8.3 

%

2.93 

%

Total municipal securities

168,370 

11.5 

%

3.18 

%

147,857 

9.5 

%

2.96 

%

U.S. Treasury securities:

Maturing within one year

— 

— 

%

— 

%

299 

— 

%

4.25 

%

Maturing in one to five years

5,803 

0.4 

%

3.71 

%

— 

— 

%

— 

%

Maturing in five to ten years

1,322 

0.1 

%

3.81 

%

— 

— 

%

— 

%

Maturing after ten years

— 

— 

%

— 

%

— 

— 

%

— 

%

Total U.S. Treasury securities

7,125 

0.5 

%

3.73 

%

299 

— 

%

4.25 

%

Corporate securities:

Maturing within one year

— 

— 

%

— 

%

— 

— 

%

— 

%

Maturing in one to five years

998 

0.1 

%

6.76 

%

989 

0.1 

%

7.98 

%

Maturing in five to ten years

— 

— 

%

— 

%

— 

— 

%

— 

%

Maturing after ten years

— 

— 

%

— 

%

— 

— 

%

— 

%

Total corporate securities

998 

0.1 

%

6.76 

%

989 

0.1 

%

7.98 

%

          Total AFS debt securities

$

1,459,579 

100.0 

%

4.13 

%

$

1,538,008 

100.0 

%

3.93 

%

(1)Yields on a tax-equivalent basis.

Equity securities, at fair value

As of December 31, 2025, we had $0.2 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 $14 thousand for the year ended December 31, 2025. Subsequent to December 31, 2025, the remaining marketable equity securities were sold.

69

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 increased to $13.91 billion as of December 31, 2025 from $11.21 billion a year earlier, driven primarily by $2.47 billion of deposits assumed in the Southern States merger. Noninterest‑bearing deposits rose to $2.63 billion from $2.12 billion, including $562.5 million assumed in the merger. Interest‑bearing deposits increased to $11.28 billion from $9.09 billion, reflecting $1.91 billion of merger‑related balances.

Within interest‑bearing categories, checking balances declined to $2.65 billion from $2.91 billion as management continued efforts to reduce higher‑cost deposits. Money market and savings balances grew by $1.63 billion due to the merger, customer deposit campaigns and commercial relationship growth across the footprint. Customer time deposits increased by $648.7 million, supported by the Southern States merger and a $130.0 million increase in public fund time deposits. Brokered and internet time deposits rose $156.5 million to $625.6 million as part of our liquidity management strategy.

We also experienced a decrease in the cost of interest‑bearing deposits, reflecting a lower 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 23, “Related party transactions” in the notes to our consolidated financial statements included in this Report.

70

The following table sets forth the distribution by type of our deposit accounts as of the dates indicated:

December 31,

2025 

2024 

2023 

(dollars in thousands)

Amount

% of total deposits

Average rate(1)

Amount

% of total deposits

Average rate(1)

Amount

% of total

deposits

Average rate(1)

Deposit Type

Noninterest-bearing

    demand

$

2,634,395 

19

%

—

%

$

2,116,232 

19

%

—

%

$

2,218,382 

21

%

—

%

Interest-bearing

   checking

2,651,369 

19

%

2.31

%

2,906,425 

26

%

3.05

%

2,504,421 

24

%

2.86

%

Money market

5,541,144 

40

%

3.39

%

3,986,777 

36

%

3.84

%

3,819,814 

36

%

3.53

%

Savings deposits

428,496 

3

%

0.22

%

351,706 

3

%

0.07

%

385,037 

4

%

0.06

%

Customer time deposits

2,028,923 

15

%

3.71

%

1,380,205 

12

%

3.97

%

1,469,811 

14

%

3.15

%

Brokered and internet

   time deposits

625,634 

4

%

4.25

%

469,089 

4

%

4.86

%

150,822 

1

%

5.27

%

Total deposits

$

13,909,961 

100

%

2.49

%

$

11,210,434 

100

%

2.76

%

$

10,548,287 

100

%

2.39

%

Customer Time

     Deposits(2)

0.00-1.00%

$

81,752 

4

%

$

65,302 

5

%

$

62,464 

4

%

1.01-2.00%

55,299 

3

%

63,582 

5

%

114,521 

8

%

2.01-3.00%

225,090 

11

%

74,171 

5

%

51,346 

4

%

3.01-4.00%

949,539 

47

%

264,863 

19

%

268,550 

18

%

4.01-5.00%

716,099 

35

%

875,916 

63

%

812,781 

55

%

Above 5.00%

1,144 

—

%

36,371 

3

%

160,149 

11

%

Total customer time

  deposits

$

2,028,923 

100

%

$

1,380,205 

100

%

$

1,469,811 

100

%

Brokered and Internet

    Time Deposits(2)

0.00-1.00%

$

— 

—

%

$

— 

—

%

$

99 

—

%

1.01-2.00%

— 

—

%

— 

—

%

— 

—

%

2.01-3.00%

— 

—

%

— 

—

%

248 

—

%

3.01-4.00%

574,468 

92

%

169,088 

36

%

— 

—

%

4.01-5.00%

51,166 

8

%

199,888 

43

%

— 

—

%

Above 5.00%

— 

—

%

100,113 

21

%

150,475 

100

%

Total brokered and internet time deposits

$

625,634 

100

%

$

469,089 

100

%

$

150,822 

100

%

Total time deposits

$

2,654,557 

$

1,849,294 

$

1,620,633 

(1) Average rates presented for the years ended December 31, 2025, 2024 and 2023, 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:

December 31,

2025 

2024 

(dollars in thousands)

Amount

% of total deposits

Amount

% of total deposits

Deposits by customer segment(1)

Consumer

$

6,063,015 

44

%

$

4,853,609 

43

%

Commercial

6,162,221 

44

%

4,802,105 

43

%

Public

1,684,725 

12

%

1,554,720 

14

%

Total deposits

$

13,909,961 

100

%

$

11,210,434 

100

%

(1) Segments are determined based on the customer account level.

71

The tables below set forth maturity information on time deposits as of December 31, 2025, categorized by balances less than $250 and greater than $250, exceeding FDIC insurance limits:

(dollars in thousands)

Amount

Weighted average interest rate at period end

Time deposits of $250 and less    

Months to maturity:

Three or less

$

438,575 

3.80 

%

Over Three to Six

587,087 

3.76 

%

Over Six to Twelve

412,479 

3.52 

%

Over Twelve

497,632 

3.49 

%

Total

$

1,935,773 

3.65 

%

Time deposits of greater than $250

Months to maturity:

Three or less

$

204,062 

3.94 

%

Over Three to Six

260,532 

3.86 

%

Over Six to Twelve

110,023 

3.54 

%

Over Twelve

144,167 

3.53 

%

Total

$

718,784 

3.77 

%

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.

As of December 31, 2025, the estimated portion of time deposits outstanding that are otherwise uninsured by maturity were as follows:

(dollars in thousands)

Amount

Months to maturity:

Three or less

$

167,225 

Over Three to Six

226,959 

Over Six to Twelve

97,337 

Over Twelve

139,762 

Total

$

631,283 

Further details related to our estimated insured or collateralized deposits and uninsured and uncollateralized deposits is presented below as of the dates indicated:

December 31,

2025 

2024 

Estimated insured or collateralized deposits(1)

$

9,825,599 

$

8,346,796 

Estimated uninsured and uncollateralized deposits(1)

$

4,084,362 

$

2,863,638 

Estimated uninsured and uncollateralized deposits as a % of total deposits(1)

29.4 

%

25.5 

%

Estimated uninsured deposits(2)

$

5,777,547 

$

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.

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.

72

Our level of short-term borrowings fluctuates daily based on funding needs, the sources of funds to meet those needs, and 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 $9.9 million and $13.5 million at December 31, 2025 and 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 $90.0 million as of December 31, 2025. 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 December 31, 2025 and 2024 had total borrowing capacity of $2.21 billion and $1.40 billion, respectively. As of December 31, 2025 and 2024, we had qualifying loans pledged as collateral securing these lines amounting to $3.82 billion and $2.61 billion, respectively. There were no FHLB advances outstanding as of December 31, 2025 or December 31, 2024.

Subordinated debt

Prior to the year ended December 31, 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 December 31, 2025, no other subordinated debt remained outstanding apart from the debt assumed through this business combination.

Further details regarding our subordinated debt as of December 31, 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

03/30/2027

$

47,500 

3.50%

Quarterly fixed(2)

October 2032 Subordinated Debt(1)

2022

10/26/2032

12/30/2027

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

(8,830)

        Total subordinated debt, net

$

83,670 

(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.

Other borrowings

Other borrowings include our finance lease liability totaling $1.1 million and $1.2 million as of December 31, 2025 and 2024, respectively. Additionally, other borrowings include optional rights to repurchase GNMA loans previously sold that meet certain defined delinquency criteria and are eligible for repurchase totaling $28.1 million and $31.4 million as of December 31, 2025 and 2024, respectively. See Note 8, “Leases” and Note 17, “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.

73

Other borrowings may periodically include borrowings from the Federal Reserve’s Discount Window or other borrowing programs available to us as an additional source of short-term liquidity. As of December 31, 2025 and 2024, there were no such other borrowings outstanding. Under our Borrower‑in‑Custody arrangement, we are permitted to pledge qualifying loans as collateral while retaining possession of the loan documentation. As of December 31, 2025 and 2024, we had pledged loan collateral totaling $2.88 billion and $2.56 billion, respectively, to the Federal Reserve under the Borrower-in-Custody program, resulting in total borrowing capacity of $2.27 billion and $2.05 billion, 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 December 31, 2025 and 2024, we had pledged securities with carrying values of $810.6 million and $937.0 million, respectively.

Additional sources of liquidity include federal funds purchased, repurchase agreements, FHLB borrowings, Federal Reserve Discount Window borrowings and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances, and at the Federal Reserve’s primary credit rate for Discount Window borrowings.

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 December 31, 2025 or December 31, 2024. As of December 31, 2025, we had the ability to borrow $2.21 billion through FHLB advances, all of which remained available. As of December 31, 2024, we had $1.40 billion available, all of which remained available.

Short‑term borrowings from the Federal Reserve’s Discount Window serve as an additional contingent source of liquidity. The Company accesses the Discount Window through its Borrower‑in‑Custody collateral arrangement, which permits the Bank to pledge qualifying loans while retaining custody of the underlying loan documentation. There were no Federal Reserve Discount Window borrowings outstanding as of December 31, 2025 or December 31, 2024. As of December 31, 2025, we had borrowing capacity of $2.27 billion under the Discount Window Borrower‑in‑Custody program, all of which remained available. As of December 31, 2024, capacity totaled $2.05 billion, all of which remained available.

We also maintained unsecured lines of credit with other commercial banks totaling $405.0 million and $370.0 million as of December 31, 2025 and 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 $90.0 million as of December 31, 2025. There were no such borrowings as of December 31, 2024. As of both December 31, 2025 and 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.

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Our current on-balance sheet liquidity and available sources of liquidity are summarized in the table below:

December 31,

(dollars in thousands)

2025 

2024 

Current on-balance sheet liquidity:

   Cash and cash equivalents

$

1,155,895 

$

1,042,488 

   Unpledged AFS debt securities

649,000 

600,965 

   Equity securities, at fair value

155 

— 

Total on-balance sheet liquidity

$

1,805,050 

$

1,643,453 

Available sources of liquidity:

   Unsecured borrowing capacity(1)

$

3,915,314 

$

3,318,091 

   FHLB remaining borrowing capacity

2,214,796 

1,397,905 

   Federal Reserve discount window

2,268,599 

2,053,541 

Total available sources of liquidity

$

8,398,709 

$

6,769,537 

On-balance sheet liquidity as a percentage of total assets

11.1 

%

12.5 

%

On-balance sheet liquidity and available sources of liquidity as a percentage of estimated

     uninsured and uncollateralized deposits(2)

249.8 

%

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 this Annual Report .

Due to state banking laws and the Federal Reserve's Regulation H, 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 and/or Federal Reserve. Based upon these regulations, as of December 31, 2025 and 2024, $36.7 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 year ended December 31, 2025, there were $201.6 million in cash dividends approved by the board for payment from the Bank to the holding company. During the year ended December 31, 2024, there were $61.5 million in cash dividends approved by the board for payment from the Bank to the holding company. Additionally, asset dividends of equity securities amounting to $21.7 million were distributed from the Bank to the holding company during the year ended December 31, 2024. There was no such asset dividend for the year ended December 31, 2025. Subsequent to the year ended December 31, 2025, the Board approved a dividend from the Bank to the holding company to be paid in the first quarter of 2026 for $35.8 million.

During the year ended December 31, 2025, the Company declared shareholder dividends of $0.76 per share, or $38.3 million. During the year ended December 31, 2024, the Company declared shareholder dividends of $0.68 per share, or $32.2 million. Subsequent to year ended December 31, 2025, the Company declared a quarterly dividend in the amount of $0.21 per share, payable on February 24, 2026, to stockholders of record as of February 10, 2026.

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Our total shareholders’ equity was $1.95 billion and $1.57 billion as of December 31, 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 $122.6 million and a $44.7 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 $38.3 million and stock repurchases of $155.9 million. Book value per common share was $37.64 as of December 31, 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 December 31, 2025 and 2024, we met all capital adequacy requirements for which we were subject. See additional discussion regarding our capital adequacy and ratios within Note 20, “Minimum capital requirements” in the notes to our consolidated financial statements contained herein.

December 31, 2025

FB Financial Corporation

FirstBank

To be Well-Capitalized(1)

Total risk-based capital ratio

13.2 

%

12.9 

%

10.0 

%

Tier 1 risk-based capital ratio

11.4 

%

11.7 

%

8.0 

%

Common equity tier 1 ratio

11.4 

%

11.7 

%

6.5 

%

Tier 1 leverage ratio

10.3 

%

10.5 

%

5.0 

%

(1) Applicable to Bank level capital.

Capital ratios are well above regulatory requirements for well-capitalized institutions. Management uses risk-based capital ratios in its analysis of the measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company.

Critical accounting estimates

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 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, and we consider the below policies to be our critical accounting policies.

Business combinations and goodwill

We apply the acquisition method to business combinations, recording acquired assets and assumed liabilities at estimated fair value as of the acquisition date. Goodwill represents the excess of the purchase consideration over the fair value of net identifiable assets. Determining these fair values requires significant judgment and are based on valuation methodologies that incorporate management's assumptions regarding projected cash flows, credit performance expectations, discount rates and collateral values. These assumptions are inherently uncertain and influenced by market and economic conditions; small changes in key inputs can materially affect the fair values assigned and resulting amount of goodwill recognized.

During the year, we completed the merger of Southern States which resulted in the recognition of goodwill. Goodwill is not amortized but rather is evaluated at least annually for impairment. Also during the year ended December 31, 2025, we performed a qualitative impairment assessment for the Banking reporting unit and concluded that it was not more likely than not that the unit's fair value was below its carrying amount. Accordingly, no quantitative test or impairment of goodwill was required. If future qualitative or quantitative assessments indicate a reduced fair value, due to changes in assumptions such as discount rates, long-term growth rates, expectations or projected earnings, an impairment charge may be required. Adverse changes in these assumptions could reduce the estimated fair value of the reporting unit and could result in an impairment charge.

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Allowance for credit losses

The allowance for credit losses represents management’s best estimate of expected credit losses over the life of our loan portfolios as measured at each respective recent balance sheet date. However, significant downturns in circumstances relating to loan quality or economic conditions could necessitate additional provisions or reductions in the ACL. Unanticipated changes and events could have a significant impact on the financial performance of our loan customers and their ability to perform as agreed. The economic indices sourced from economic forecasts and used in developing the ACL include the unemployment rate, U.S. prime rate, and changes in commercial real estate and U.S. housing prices.

Given the dynamic relationship between economic variables within our modeling framework it is difficult to estimate the impact of a change in any one individual variable on the ACL. However, to illustrate a hypothetical sensitivity, we calculated a quantitative allowance using an alternative negative economic scenario. Under this alternative negative economic scenario, a significant deterioration in economic conditions was assumed which would negatively impact the underlying economic variables, compared to our baseline forecast. Below is a comparison of key economic assumptions between these scenarios at the end of each period noted below.

Q1 2026

Q2 2026

Q3 2026

Q4 2026

Baseline forecast:

Unemployment rate

4.40%

4.60%

4.70%

4.80%

U.S. prime rate

6.00%

5.80%

5.80%

5.40%

CRE price index

1.30%

1.40%

1.50%

1.60%

National housing price index

2.88%

(0.05)%

(0.89)%

(0.05)%

Negative economic scenario:

Unemployment rate

5.50%

6.40%

7.10%

7.20%

U.S. prime rate

6.00%

5.80%

5.40%

5.10%

CRE price index

0.50%

—%

(0.10)%

1.00%

National housing price index

0.60%

(4.90)%

(7.60)%

(6.70)%

Excluding the impact of qualitative considerations, using only the alternative negative economic scenario would result in a hypothetical increase over our recognized ACL of approximately $98.2 million, or 56.3%, at December 31, 2025.

The preceding sensitivity analysis results do not represent our view of expected credit losses nor is it intended to estimate future changes in provisioning for credit losses due to:

•highly uncertain and speculative economic environment;

•inter-relatedness and non-linearity of economic variables resulting inability to extrapolate to additional changes in variables; and

•sensitivity analysis does not consider any quantitative or qualitative adjustments and associated risk profile components incorporated by management as part of its overall ACL framework.

Mortgage servicing rights

We account for our mortgage servicing rights at fair value at each reporting date with changes in the fair value reported in earnings in the period in which the changes occur. We retain the right to service certain mortgage loans that we sell to secondary market investors. These mortgage servicing rights are recognized as a separate asset on the date the corresponding mortgage is sold.

The retained mortgage servicing right is initially measured at the fair value of future net cash flows expected to be realized for performing servicing activities. Fair value is determined using an income approach with various assumptions including expected cash flows, prepayment speeds, market discount rates, servicing costs, and other factors. These techniques require management to make estimates regarding future servicing cash flows, taking into consideration historical and forecasted residential mortgage loan prepayment rates, discount rates, escrow balance and servicing costs. Changes in interest rates and prepayments speeds or other factors impact the fair value of the MSR which impacts earnings. The fair value of the MSR was $148.8 million at December 31, 2025.

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Based on a hypothetical sensitivity analysis, we estimate that an increase in discount rates of 100 basis points and 200 basis points would reduce the December 31, 2025 fair value of the MSR by approximately 4.70% (or $7.0 million) and 9.00% (or $13.4 million), respectively. Separately, a 10% and 20% increase on the prepayment rates would reduce the December 31, 2025 fair value of the MSR by approximately 2.71% (or $4.0 million) and 5.25% (or $7.8 million), respectively.

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 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 above.