FB Financial Corp false 0001649749 0001649749 2022-07-28 2022-07-28





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 28, 2022




(Exact name of registrant as specified in its charter)




Tennessee   001-37875   62-1216058
(State or other jurisdiction
of incorporation)


File Number)

  (IRS Employer
Identification No.)

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

(Address of principal executive offices) (Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

Not Applicable

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



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


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


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


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


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

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


Title of Each Class




Name of each exchange

on which registered

Common Stock, $1.00 par value   FBK   New York Stock Exchange

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

Emerging growth company  ☐

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




Item 7.01

Regulation FD Disclosure.

On August 2, 2022, FB Financial Corporation (the “Company”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.


Item 8.01

Other Events.

Reference is hereby made to Item 5.02 of the Current Report on Form 8-K that the Company filed with the U.S. Securities and Exchange Commission on June 8, 2022 which reported, among other things, that Tennessee Governor Bill Lee appointed Mr. Stuart C. McWhorter as the commissioner for the Tennessee Department of Economic and Community Development, effective July 11, 2022, and that Mr. McWhorter plans to step down as Chairman and as a member of the Boards of Directors (the “Boards”) of the Company and its wholly owned subsidiary, FirstBank, effective July 31, 2022.

In respect of Mr. McWhorter’s impending resignation, on July 28, 2022, the Boards elected Mr. William F. Carpenter III as Chairman of the Boards, effective July 31, 2022. Mr. Carpenter has served as a member of the Boards since January 2020.


Item 9.01.

Financial Statements and Exhibits.




Description of Exhibit

99.1    Press Release
104    Cover Page Interactive Data File (formatted as inline XBRL document)


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



/s/ Beth W. Sims

  Beth W. Sims
  General Counsel and Corporate Secretary

Date: August 2, 2022

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