01/20/2026 | Press release | Distributed by Public on 01/20/2026 19:58
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McPherson James Austin 6 N. GILL STREET HAZELHURST, GA 31539 |
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| /s/ D. Scott Holley, as Attorney-in-Fact | 01/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.27, inclusive. The reporting person undertakes to provide to FB Financial Corporation, any security holder of FB Financial Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (2) | The total shares owned by the Estate of James W. Ayers reflects the sale by the Estate of James W. Ayers on November 14, 2025 of 3,880,000 shares of the Common Stock of FB Financial Corp in a transaction exempt from reporting under Rule 16a-2(d)(1). |
| (3) | The reported securities may be deemed to be beneficially owned by the reporting person in his capacity as a co-executor of the Estate of James W. Ayers. The reporting person was appointed a co-executor of the Estate of James W. Ayers effective April 29, 2025. The reporting person disclaims beneficial ownership of the securities held directly by the Estate of James W. Ayers. |
| (4) | The reported securities are held directly by various limited liability companies established for the benefit of the reporting person's family members. The reporting person holds direct or indirect operational and/or voting control over the reported securities directly owned by such limited liability companies. The reporting person disclaims beneficial ownership of the securities held directly by such limited liability companies. |