FBK 10-K & 10-Q changes, risk factors and insider trading

Although we have implemented procedures,strategies wewhich believeare willdesigned to reduce the potential effects of changes in interest rates on our net interest income, these proceduresstrategies may not always be successful. Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest income and our net interest margin, asset quality, loan and lease origination volume, liquidity or overall profitability. Additionally, changes in interest rates can adversely affect the origination of mortgage loans held for sale and resulting mortgage banking revenues.

The newcurrent administration has begun to implement significant changes to the size and scope of the federal government to achieve stated goals including reducing the federal budget deficit and national debt, improving the efficiency of government operations, and promoting innovation and economic growth. To date, these efforts have been carried out through a mix of executive actions aimed at eliminating or modifying federal agency and federal program funding, reducing the size of the federal workforce, reducing or altering the scope of activities conducted by, and possibly eliminating, various federal agencies and bureaus, and encouraging the use of artificial intelligence and other advanced technologies within the public and private sectors. If implemented, these changes may have varied effects on the economy that are difficult to predict. For instance, the delivery of government services and the distribution of federal program funds and benefits may be disrupted or, in some cases, eliminated as a result of funding cuts or recasting of federal agency mandates. Further, a substantial reduction of the federal workforce could adversely affect regional and local economies, both directly and indirectly, in geographies with significant concentrations of federal employees and contractors. It is possible that the velocity of such comprehensive changes to the federal government may be materially adverse to the regional and local economies where we conduct business and to our customers, which, in turn, could be materially adverse to our business, financial condition and results of operations.

The Company and the Bank are subject to extensive federal and state regulation and supervision by the FDIC,Federal TennesseeReserve, Department of Financial Institution,TDFI, the Federal Reserve Board,FDIC, and the CFPB, among others, the primary focus of which is to protect customers, depositors, the deposit insurance fund and the safety and soundness of the banking system as a whole, and not shareholders. The quantity and scope of applicable federal and state regulations may place banks at a competitive disadvantage compared to less regulated competitors such as financial technology companies, finance companies, credit unions, mortgage banking companies and leasing companies. These laws and regulations apply to almost every aspect of our business, and affect our lending practices and procedures, capital structure, investment activities, deposit gathering activities, our services and products, risk management practices, dividend policy and growth, including through acquisitions.

Legislation and regulation with respect to our industry has increased in recent years. In addition, the interpretation, application and supervisory implementation of existing laws and regulations continue to evolve, and regulatory priorities may shift over time. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, or the issuance of new supervisory guidance, could affect us in substantial and unpredictable ways, and could subject us to additional costs, restrict our growth, limit the services and products we may offer or limit the pricing of banking services and products. While federal banking regulators have indicated an increased focus on tailoring supervision and prioritizing matters presenting material financial or legal risk, there can be no assurance that such efforts will reduce regulatory burden or supervisory scrutiny applicable to us. In addition, establishing systems and processes to achieve compliance with laws and regulation increases our costs and could limit our ability to pursue business opportunities.

If we receive less than satisfactory results on regulatory examinations, we could be subject to damage to our reputation, significant fines and penalties, requirements to increase compliance and risk management activities and related costs and restriction on acquisitions, new locations, new lines of business, or continued growth. Regulatory examination standards, supervisory methodologies and enforcement priorities may change over time, including in ways that increase expectations for documentation, data governance, third‑party risk management, and internal controls. Future changes in federal and state banking could adversely affect our operating results and ability to continue to compete effectively. For example, the Dodd-Frank Act and related regulations, including the Home Mortgage Disclosure Act, subject us to additional restrictions, oversight and reporting obligations, which have significantly increased costs. AndCertain Dodd‑Frank Act rulemakings and related regulations have been subject to reconsideration, delay, rescission, or legal challenge, creating additional regulatory uncertainty and compliance risk over the last several years, state and federal regulators have focused on enhanced risk management practices, mortgage law and regulation, compliance with the Bank Secrecy Act and anti-money laundering laws, data integrity and security, use of service providers, and fair lending and other consumer protection issues, which has increased our need to build additional processes and infrastructure. Government agencies charged with adopting and interpreting laws, rules and regulations, may do so in an unforeseen manner, including in ways that potentially expand the reach of the laws, rules or regulations more than initially contemplated or currently anticipated. We cannot predict the substance or impact of pending or future legislation or regulation, or the application thereof. Compliance with such current and potential regulation and scrutiny could significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and limit our ability to pursue business opportunities in an efficient manner. Our success depends on our ability to maintain compliance with both existing and new laws and regulations.regulations..

The Company and the Bank are subject to various regulatory restrictions relating to the payment of dividends. In addition, the Federal Reserve has the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business. These federal and state laws, regulations and policies are described in greater detail in “Business: Supervision and regulation: Regulation of the Company and the Bank: Restrictions on dividends” and generally consider previous results and net income, capital needs, asset quality, existence of enforcement or remediation proceedings, and overall financial condition in determining whether a dividend payment is appropriate. State banking regulators, including the Tennessee Department of Financial Institutions, also have discretion to impose requirements or limitations affecting capital, liquidity, and dividend capacity. For the foreseeable future, the majority, if not all, of our revenue will be from any dividends paid to us by the Bank. Accordingly, our ability to pay dividends also depends on the ability of the Bank to pay dividends to us. Further, the present and future dividend policy of the Bank is subject to the discretion of the Board of Directors. We cannot guarantee that we or the Bank will be permitted by financial condition or applicable regulatory restrictions to pay dividends, that the Board of Directors will elect to pay dividends to us, or the timing or amount of any dividend actually paid. See “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends.” If we do not pay dividends, market perceptions of our common stock may be adversely affected, which could in turn create downward pressure on our stock price.

We may be involved from time to time in a variety of litigation, investigations or similar matters arising out of our business. From time to time, and particularly during periods of economic stress, customers may make claims or otherwise take legal action pertaining to performance of our responsibilities. These claims are often referred to as “lender liability” claims. In addition, changes in federal and state consumer protection, fair lending, and anti‑discrimination laws, including state laws governing access to financial services, may increase the risk of litigation, regulatory investigations, or enforcement actions. Whether customer claims and legal action related to the performance of our responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a favorable manner, they may result in significant financial liability and/or adversely affect our market perception, products and services, as well as potentially affecting customer demand for those products and services. In many cases, we may seek reimbursement from our insurance carriers to cover such costs and expenses. These claims, as well as supervisory and enforcement actions by our regulators could involve large monetary claims, capital directives, regulatory agreements and directives and significant defense costs. The outcome of any such cases or actions is uncertain. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition or results of operations.

In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, upon our ability to address the technological needs of our customers that will satisfy client demands for convenience in addition to providing secure electronic environments. The financial services industry is experiencing rapid and significant technological change, including developments in digital banking platforms, payment systems, data analytics, artificial intelligence, automation, and distributed‑ledger or blockchain‑based technologies. As we continue to grow and expand our market area, part of our growth strategy is to focus on expanding market share and product offerings through partnerships with financial technology companies that will supplement our existing offerings, such as blockchain-based products and/or financial solutions supported by artificial intelligence. These technological advances are intended to allow us to acquire new customers and generate additional core deposits at a lower cost. ManyHowever, the development, implementation, integration, and oversight of ournew largertechnologies competitorsand havethird‑party substantiallysolutions greaterinvolve resourcessignificant costs, operational complexity, and risk, including heightened regulatory expectations related to invest,third‑party risk management, data governance, cybersecurity, model risk management, and haveconsumer invested significantly more than us, in technological improvements. As a result, they may be able to offer additional or more convenient products compared to those that we will be able to provide, which would put us at a competitive disadvantage. Accordingly, we may not be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers, which could impair our growth and profitability.protection.

Technological innovation has expanded the overall market for banking services while siphoning a portion of the revenues from those services away from banks and disrupting prior methods of delivering those services. Certain recent innovations, however, may tend to replace traditional banks as financial service providers rather than merely augment those services. Similarly, innovations based on blockchain technology eventually may be the foundation for enhancing transactional security and facilitating payments throughout the banking industry, but also eventuallymay mayover time reduce the need for banks as secure deposit-keepers and intermediaries. Other innovations, including alternative payment systems, digital wallets, and non‑bank financial platforms, may further reduce the role of banks as intermediaries in certain financial transactions.

To thrive as our industry continues to change, we may need to embrace technological evolution and innovations and redefine the customs of a traditional bank, while also maintaining our commitment to our community banking approach. As a result, this type of transition creates implementation risk. InThis thistransition process,involves itsignificant isexecution and willimplementation continuerisk, including risks related to becustomer criticaladoption, thatsystem wereliability, understandregulatory compliance, cybersecurity, data privacy, and appreciateoperational our clients’ experiences interacting with us and our systems, including those clients who desire traditionally-delivered services provided through our community-banking model, those who seek and embrace the latest innovations, and those who want services to be convenient, personalized, and understandable.resilience.

The impact of widespread health emergencies, catastrophic events, natural disasters, or naturalsevere disastersweather events adversely affect our business, financial condition, liquidity, and results of operations.

A significant portion of our business is in the Southeast and includes areas which are susceptible to weather-related events such as tornadoes, floods, droughts, and fires. Pandemics may impact global, national, and/or local economies, disrupt global supply chains, or create significant volatility and disruption in financial markets. A significant portion of our business is concentrated in geographic areas susceptible to these type of weather events. Such events can disrupt our operations and negatively affect our business and the economies in which we operate. These events may also have a negative impact on the financial condition of our clients, which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients.

Moreover,Notwithstanding the absence of such contractual rights, the concentration of ownership of our common stock may cause the interests of the Estate to differ from or conflict with the interests of our other shareholders. In addition, this concentration of stock ownership may also adversely affect the trading price of our common stock to the extent investors perceive disadvantages in owning stock of a company with a significant shareholder.

Technology and other changes are allowing parties to complete, through alternative methods and delivery channels, financial transactions that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds with an Internet-only bank, or with virtually any bank in the country through online or mobile banking. Consumers can also complete transactions such as purchasing goods and services, paying bills and/or transferring funds directly without the assistance of banks by transacting through non-bank enterprises or through the use of emerging payment technologies such as cryptocurrencies. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower-cost deposits as a source of funds could have an adverse effect on our financial condition, results of operations and liquidity.

We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned banksubsidiary subsidiary,bank, FirstBank.FirstBank, and its subsidiaries. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Alabama, Kentucky, AlabamaGeorgia and North Georgia.Carolina. As of December 31, 2024,2025, our footprint included 7790 full-service branches serving themarkets followingacross TennesseeTennessee, Metropolitan Statistical Areas:including Nashville, Chattanooga (including North Georgia),Chattanooga, Knoxville, Memphis, and Jackson in addition to Bowling Green, KentuckyKentucky, Columbus and Newnan, Georgia and Birmingham, FlorenceAnniston, Huntsville, and Huntsville,Auburn, Alabama. WeAdditionally, also provideour banking services extend to 17 community markets throughout Tennessee,our Alabama and North Georgia. During the year ended December 31, 2024, the Company announced expansions into the Tuscaloosa, Alabama and Asheville, North Carolina markets.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, 2024,2025, we had total assets of $13.16$16.30 billion, loans held for investment of $9.60$12.38 billion, total deposits of $11.21$13.91 billion, and total shareholders’ equity of $1.57$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, and,however towe ahave lesserother extent,sources of funds including unsecured credit lines, brokered deposits,CDs, and other borrowings. We generate most of our revenue in our Mortgage segment from origination fees and gains on sales in the secondary market of mortgage loans,loan market, as well as from mortgage servicing revenues.

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 Board and market interest rates.

Interest rates increaseddecreased throughout the year ended December 31, 2024.2025. 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.”

During 2024,2025, 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, from 0.65% as of December 31, 2023.2024. Our classified loans increaseddecreased incrementally to 1.15%1.10% of loans HFI as of December 31, 2024,2025, compared to 0.74%1.15% as of December 31, 2023.2024. Our nonperforming assets as of December 31, 20242025 were $121.9$158.1 million, or 0.93%0.97% of total assets compared to $86.5$121.9 million, or 0.69%0.93% of assets as of December 31, 2023.2024.

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 compared to $2.5 million for the year ended December 31, 2023.2024. For the year ended December 31, 2024,2025, our provision for credit losses was comprised of $14.7$33.2 million of provision for credit losses on loans HFI and $2.7$10.1 million related to reversals of credit losses on unfunded commitments. The current period expense is the result of changesa $28.4 million initial provision related to theSouthern overallStates loanacquired portfolio,loans including both growthHFI and unfunded commitments and regular changes in portfolioloan composition, an increase in net charge-offsbalances and slight deterioration in economic forecasts which impacted our loss estimation process. These evaluations weighed the impact of the current economic outlook, including unemployment and gross domestic product, as well as macroeconomic events which may impact our loan portfolio, such as supply chain concerns and global conflicts.inputs. See further discussion under the subheading “AllowanceProvision for credit losses.”

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. We expect to incur increased costs for compliance, risk management and audit personnel or professional fees associated with advisors and consultants due the current economic environment.

CoreAdjusted efficiency ratio (tax-equivalent basis)

The coreadjusted 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.

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

Our net income decreasedincreased during the year ended December 31, 20242025 to $116.1$122.6 million from $120.2$116.1 million for the year ended December 31, 2023.2024. Diluted earnings per common share was $2.48$2.45 and $2.57$2.48 for the years ended December 31, 20242025 and 2023,2024, respectively. Our net income represented a return on average assets of 0.91%0.84% and 0.95%0.91% for the years ended December 31, 20242025 and 2023,2024, respectively, and a return on average equity of 7.71%6.90% and 8.74%7.71% for the same periods. Our ratio of return on average tangible common equity for the years ended December 31, 20242025 and 20232024 was 9.2%8.40% and 10.7%,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.

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. Refer to the section “Provision for credit losses” for additional information.

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. Refer to the section “Other earning assets” for additional information on the sale of the AFS securities. 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.

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 1819 “Segment reporting” in the notes to our consolidated financial statements for a description of these business segments.

Income before taxes from the Banking segment decreased for the year ended December 31, 20242025 to $143.1$134.9 million, compared to $154.3$143.7 million for the year ended December 31, 2023.2024. Net interest income increased by $9.5$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 compared to $401.2 million during the year ended December 31, 2023.2024. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $12.3$37.6 million of provision expense during the year ended December 31, 20242025 compared to $2.6$12.3 million during the year ended December 31, 2023.2024. 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 as compared to income of $25.8 million in the year ended December 31, 2023.2024. This decrease includes a net loss on investment securities of $56.4$60.5 million associated with the sale of $526.4$266.9 million AFS debt securities during the year ended December 31, 20242025 compared with a net loss on investment securities of $14.0$56.4 million primarily related to the sale of $100.5$526.4 million of AFS debt securities for the year ended December 31, 2023.2024. Noninterest expense decreasedincreased to $247.1$324.8 million for year ended December 31, 20242025 compared to $270.1$246.5 million for the year ended December 31, 20232024 due to decreasesincreases in salaries,salaries occupancy,and benefits, merger and integration costs associated with the Southern States merger, advertising, legalfranchise tax expense, technology and professionalplatform fees and franchisemodest taxincreases expense.across a range of other expense categories.

Activity in our Mortgage segment resulted in aincome pre-taxbefore netincome contributiontaxes of $3.6 million for the year ended December 31, 20242025 compared to a $4.1$3.0 million pre-tax net loss for the year ended December 31, 2023.2024. 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 compared to $6.0 million for the year ended December 31, 2023.2024. 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, 20242024. comparedThe increase in provisions for credit losses was due to a reversalchange of $0.1 million of provision expense duringin the yearCECL endedloss Decemberestimation 31,methodology, 2023.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 $1.9$5.8 million to $46.6$52.4 million during the year ended December 31, 20242025 compared to $44.7$46.6 million for the year ended December 31, 2023.2024.

Noninterest expense for the years ended December 31, 20242025 and 20232024 was $49.8$53.5 million and $54.8$50.4 million, respectively. This decreaseincrease is reflective of aan decreaseincrease in salaries and employee benefitscommissions associated with ourmortgage efficiencyloan and scalability initiatives.volume.

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.

During the year ended December 31, 2024,2025, the U.S. Treasury yield curve continued its path towardstoward normalizationnormalization, with steepening in the intermediate and longer ‑term sectors of the yield curve as the Federal Reserve cutreduced short-termshort‑term interest rates 100by a total of 75 basis points nearover the endcourse of the yearyear, and longer ‑term yields increased.remained elevated due to ongoing inflation concerns and fiscal conditions. This is in contrastcompares to the inverted U.S. Treasury yield curve exhibited during the year ended December 31, 2023.2024, 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% and 5.25% - 5.50% as of December 31, 20242025 and December 31, 2023,2024, respectively.

(2)Interest income includes the effects of taxable-equivalent adjustments using athe U.S.combined federal and blended state statutory income tax rate and,to whereincrease applicable,tax-exempt stateinterest income taxto 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 $2.6$3.3 million, $3.3$2.6 million, and $3.0$3.3 million for years ended December 31, 2025, 2024, and 2023, and 2022, respectively.

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

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. Refer to Note 1, “Basis of presentation” in the notes to our consolidated financial statements for a detailed discussion regarding ACL methodology.

Our allowance for credit losses calculation as of December 31, 2024 and 20232025 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. Our calculation as of December 31, 2024 included economic forecasts for unemployment, gross domestic product, as well as other macroeconomic events which may impact our loan portfolio, such as supply chain concerns and global conflicts. These factors may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses.

The following is a discussion of our financial condition as of MarchJune 31,30, 2026 and December 31, 2025, and our results of operations for the three and six months ended MarchJune 31,30, 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.

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-lookingForward-looking statements include, without limitation, statements regardingrepresent the Company’s current expectations, plans or forecasts of its or its business segments’ future plans, results, strategies,which may include, among other measures, revenue, liquidity, net interest income, other income, provision for credit losses, expenses, operating leverage, effective tax rate, efficiency ratio, capital measures, deposits and expectations,assets, includingas expectationswell aroundas changingstrategy, future business and economic markets.conditions more generally, and other future matters. 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 mergersacquisitions 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;post-transaction, (7) the Company’s ability to manage any unexpected outflows of uninsured deposits and to 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, includingand legislativechanges developments,in accounting standards, (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 partythird-party service providers and the risk of systems failures, interruptions, or breaches of security, (12) the impact, extent and timing of technological changes, including the adoption and use of artificial intelligence and other emerging technologies, (13) concentrations of credit or deposit exposure, (14) the impact of natural disasters, pandemics, acts or escalation of war or acts of 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, (16) the Company’s ability to attract, and retain key employees in a competitive labor market, (17) the Company’s ability to access capital and liquidity on terms acceptable to us, and/or (1618) 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. 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.

(2)Includes $32.6 million, $27.2$21.0 million, and $28.1 million of optional rights to repurchase delinquent GNMA loans as of MarchJune 31,30, 2026, MarchJune 31,30, 2025 and December 31, 2025, respectively.

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 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 our 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 common shareholders’ equity to total assets.

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, North Carolina and Georgia. As of MarchJune 31,30, 2026, 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.

We operate through two segments, Banking and Mortgage. We generate mostthe majority 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.

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 strengthensstrengthened 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 fair value estimates of total net assets acquired and liabilities assumed in the transaction.

OurWe recognized net income increasedof $58.6 million during the three months ended MarchJune 31,30, 2026 compared to $57.5 million from $39.4$2.9 million for the three months ended MarchJune 31,30, 2025. Diluted earnings per common share waswere $1.10$1.13 and $0.84$0.06 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our net income represented a ROAA of 1.43%1.44% and 1.21%0.09% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and a ROAE of 11.9%11.8% and 10.1%0.74% for the same periods. Our ratio of ROATCE for the three months ended MarchJune 31,30, 2026 and 2025 waswere 14.7%14.6% and 11.9%,0.87%, 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 three months ended March 31, 2026, our netNet interest income increased to $146.0 million from $107.6$149.0 million for the three months ended MarchJune 31,30, 2026 compared with $111.4 million for the three months ended June 30, 2025. Our net interest margin, on a tax-equivalent basis, increased to 3.94%3.95% for the three months ended MarchJune 31,30, 2026 as compared to 3.55%3.68% for the three months ended MarchJune 31,30, 2025. The increase in netNet interest income and net interest margin, on a tax-equivalent basis, reflectsfor the three months ended June 30, 2026 reflected growth in average earning assets and interest-bearing liabilities, primarily as a $45.7result millionof increasethe inSouthern interestStates income,merger partiallyand offsetcontinued byloan growth, along with a $7.3lower millioncost increaseof ininterest-bearing interestdeposits expense.and other interest-bearing liabilities.

Provision for credit losses of $3.0$10.1 million was recognized for the three months ended MarchJune 31,30, 2026 and $2.3$5.3 million for the three months ended MarchJune 31,30, 2025. The increase was driven primarily byreflects charge-offloan activity during the quartergrowth and higherincreased loanreserves balances,on partiallyindividually offsetevaluated by modestly improved economic forecasts and changes in commitment reserve rates and the mix of available commitments across calculation segments.loans.

Noninterest income for the three months ended MarchJune 31,30, 2026 increased by $3.3$60.3 million to $26.4$25.8 million, compared to $23.0a loss of $34.6 million for the priorthree yearmonths period.ended June 30, 2025. The increase in noninterest income was driven by increasesthe inrecognition BOLIof incomea primarily$60.5 relatedmillion net loss on investment securities stemming from the sale of $266.5 million AFS debt securities during the three months ended June 30, 2025. Refer to proceedsthe receivedsection from“Other aearning deathassets” benefit,for serviceadditional chargesinformation on depositthe accountssale andof investmentthe servicesAFS anddebt trust income.securities.

Noninterest expense increased to $95.2$91.5 million for the three months ended MarchJune 31,30, 2026, compared with $79.5$81.3 million for the three months ended MarchJune 31,30, 2025. The increase in noninterest expense was primarily driven by higher salaries, commissions and benefits of $9.0$6.7 million due to increased headcount resulting from the Southern States merger and higher performance‑based compensation.compensation partially offset by recognition of deferred salaries related to loan originations during the period. Additionally, other expense increased $3.7$4.1 million, driven in part by higher software license and maintenance fees, franchise tax expense.expense, Merger-relatedand expensesmodest increases across a range of other expense categories. The merger also increased during the period and includedcontributed $1.4 million of core deposit intangible amortization,amortization $1.0and higher occupancy expense, partially offset by a $2.7 million ofdecrease in merger and integration costs and $0.9 million in occupancy expense.costs.

The Banking segment contributed $73.5$71.6 million of income before taxes for the current period as compared to $47.3a loss before taxes of $6.7 million for the previous period. Net interest income totaled $143.1$145.4 million during the three months ended MarchJune 31,30, 2026 compared to $105.8$108.9 million during the previous period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $2.0$9.1 million of provision expense during the current period as compared to $2.2$0.6 million during the previous period. The increase was primarily attributable to the growth in loan balances and an increase on individually evaluated reserves during the current period, as well as the benefit recognized from the change in the CECL loss estimation methodology in the previous period. The Banking segment recorded noninterest income of $14.0$14.4 million in the current period as compared to $10.7a loss of $47.7 million in the previous period. This increase includeswas increasesmainly inattributable BOLIto income,a servicenet chargesloss on deposit accounts and investment servicessecurities andof trust$60.5 income.million from the sale of $266.5 million AFS debt securities recognized during the previous period. Noninterest expense increased to $81.6$79.1 million for the current period compared to $66.9$67.3 million for the for the previous period,period primarily due to increases in salaries, commissions and benefits, amortization of core deposit intangibles, occupancy,intangibles and merger and integration costs,occupancy, with the majority of these increases associated with the Southern States merger. Additionally, asoftware license and maintenance fees, franchise tax expenseexpense, wasand recognizedother inoperating expenses increased during the current period.

Activity in our Mortgage segment resulted in income before income taxes of $0.6$1.6 million for the current period, as compared to $1.5a million of incomeloss before taxes of $3.0 million in the prior period. Net interest income was $2.8$3.5 million for the current period and $1.9$2.5 million for the prior period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in provision expense of $1.0 million during the current period compared to $0.1$4.8 million of provision expense during the prior period. The increasedecrease in provisionsthe for credit losses was dueprovision primarily toreflects athe impact of the change in the CECL loss estimation methodology as of June 30, 2025,methodology, which notably impacted the Company'sCompany’s reserves on 100% financed 1-to-4 mortgages,mortgages asduring wellthe asprevious period and a change in forecasts associated with home prices which impacted mortgage reserves more broadly.prices. Mortgage banking income decreased $0.2$1.9 million to $12.3$11.2 million during the current period compared to $12.4$13.0 million in the prior period.

The components of mortgage banking income for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Noninterest expense for the three months ended MarchJune 31,30, 2026 and 2025 was $13.6$12.4 million and $12.6$13.9 million, respectively. ThisThe increasedecrease iswas reflectiveattributable to the recognition of higherdeferred commissionssalary andcosts incentiveswithin expenses resulting from increasedthe mortgage production during the period.portfolio.

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 three and six months ended MarchJune 31,30, 2026 and 2025.

Net interest income is the principleprimary 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 three and six months ended MarchJune 31,30, 2026, the U.S. Treasury yield curve continued to normalize, with modest steepening in the intermediate and longer‑term maturitiessteepen as short‑termshort-term interest rates declinedremained over the prior yearflat and longer‑termlonger-term yields remainedincreased elevated.in This comparesresponse to elevated inflationary pressures. In comparison, during the three and six months ended MarchJune 31,30, 2025, whenthe theU.S. Treasury yield curve wasfell ingiven theuncertainty earlyaround stages of normalization following initial short‑term rate reductionstariffs and aneconomic increase in longer‑term yields.growth. The Federal Funds Target Rate range was 3.50% - 3.75% and 4.25% - 4.50% as of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively.

Net interest income increased $38.3 million to $146.8$149.8 million for the three months ended MarchJune 31,30, 2026 as compared to $108.4$112.2 million for the three months ended MarchJune 31,30, 2025. Net interest margin was 3.94%3.95% for the three months ended MarchJune 31,30, 2026 compared to 3.55%3.68% for the three months ended MarchJune 31,30, 2025. Net interest income was broadly driven by higher average balances of loans held for investment resulting primarily from the Southern States merger, along with anThe increase in net interest margin attributable to higher loan yieldsincome and net interest margin reflects a decline$47.3 million increase in theinterest averageincome, costpartially ofoffset by a $9.8 million increase in interest‑bearing deposits.expense.

Interest expenseincome was $79.4$230.3 million for the three months ended MarchJune 31,30, 2026, an increase of $7.3 million as compared to $72.1$182.9 million for the three months ended MarchJune 31,30, 2025.2025, Thean increase of $47.3 million, which was primarily driven by higheran increase in average interest‑bearing depositearning balancesassets, resultingmost primarilynotably fromloans HFI, reflecting the recentSouthern merger,States partiallymerger offsetand byloan declinesgrowth induring the rates paid on interest‑bearing deposits.period.

Interest expense on interest-bearing deposit accounts totaled $77.9$78.8 million for the three months ended MarchJune 31,30, 2026, ana $10.2 million increase of $7.6 million from the prior$68.6 year,million recognized for the three months ended June 30, 2025. The increase in interest expense was largely due to increases in average balances across most deposit categories, particularly money market deposits and customer time deposits,deposits. reflecting balanceThe growth associatedin withaverage balances was attributable to the recent merger. Lower rates paid across these categories, as a result of declining interest rates and management’s strategy to reduce deposit categoriescosts, partially offset thethis impactincrease. Total cost of higher average balances. The average rate paid on interest-bearing deposits was 2.80%2.81% for the three months ended MarchJune 31,30, 2026 compared to 3.13%3.10% for the three months ended MarchJune 31,30, 2025.2025 as interest rates decreased.

(1)Average balancesloans ofare presented gross, including nonaccrual loans and overdrafts are(before includeddeduction inof averageallowance loanfor balances.credit losses on loans HFI).

(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. The net tax-equivalent adjustment amounts included in income were $0.8$1.6 million for both the threesix months ended MarchJune 31,30, 2026 and 2025.

(3)Includes average net unrealized losses on investment securities available for sale of $43.4$47.2 million and $132.3$130.5 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

(4)Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria of $32.0$32.6 million and $30.7$27.9 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

The tables below present the components of the changes in net interest income for the threesix months ended MarchJune 31,30, 2026 and 2025. 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.

(1)Average loans are presented gross, including nonaccrual loans and overdrafts.overdrafts (before deduction of allowance for credit losses on loans HFI).