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RISK FACTORS RELATED TO THE MERGER

If the merger is consummated and you are a Civic shareholder, you will receive shares of FFN common stock in exchange for your shares of Civic common stock. In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including without limitation, FFN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and FFN’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, you should carefully consider the following risk factors in deciding whether to vote to approve the merger agreement.

Fluctuations in the trading price of FFN common stock preceding the effective time of the merger could change the number of shares of FFN common stock that you receive in the merger.

At the effective time of the merger, all outstanding shares of common stock of Civic will be exchanged for that number of shares of common stock of FFN with an aggregate value of $28,625,000, calculated by dividing this aggregate value by the volume weighted average closing price of FFN’s common stock for the 20 consecutive trading days ending on and including the 10th trading day preceding the effective date of the merger; provided, however, that the market value per share of FFN’s common stock used to determine the number of shares of FFN common stock to be issued will be no more than $29.50 per share, and no less than $26.50 per share. Accordingly, although the number of shares of common stock received will vary with the market price for FFN common stock, within the $26.50 to $29.50 range of market value, such that the number of shares of FFN common stock issued in the merger to holders of Civic common stock will be between 970,338 and 1,080,188 shares.

The market price of FFN’s common stock at the time the merger is completed may vary from the price of FFN’s common stock on the date the merger agreement was executed, on the date of this proxy statement/prospectus and/or on the date of the Civic special meeting as a result of various factors that are beyond the control of FFN and Civic, including but not limited to general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. In addition to the approval of the merger agreement by Civic shareholders, completion of the merger is subject to satisfaction of other conditions that may not occur until after the Civic special meeting. Therefore, at the time of the Civic special meeting you will not know or be able to calculate the precise consideration you will receive at the effective time of the merger. You should obtain current market prices for shares of FFN common stock, which are listed on the NYSE under the symbol “FSB,” before you vote.

Before or after the merger, the market value of FFN common stock may decrease and be lower than the FFN Market Price that is used in calculating the consideration to be received by holders of Civic common stock in the merger.

For additional information, see “THE MERGER AGREEMENT—Merger Consideration” on page 58.

FFN May Not Be Able to Successfully Integrate Civic or to Realize the Anticipated Benefits of the Merger

The merger involves the combination of two banks that previously have operated independently. A successful combination of the operations of the two entities will depend substantially on FFN’s ability to consolidate operations, systems and procedures and to eliminate redundancies and costs. FFN also intends to utilize most if not all of Civic’s employees, a plan that may or may not be completely feasible as the growth of the banks and FFN continues and the demands of the marketplace dictate. FFN may not be able to combine the operations of Civic and FSB without encountering difficulties, such as:

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Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit the successful integration of Civic and FSB.

Further, FFN, FSB and Civic entered into the merger agreement with the expectation that the merger will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross-selling opportunities, technology, cost savings and operating efficiencies. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including whether FFN integrates Civic in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact FFN’s business, financial condition and operating results. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

Civic Shareholders Will Have a Reduced Ownership and Voting Interest After the Merger and Will Have Less Ability to Exercise Influence Over Management

After the merger’s completion, Civic shareholders will own a significantly smaller percentage of FFN than they currently own of Civic. Following completion of the merger, Civic shareholders will own approximately 7% of the combined company. Additionally, former Civic directors will hold only one out of nine seats on FFN’s board. Consequently, Civic shareholders likely will be able to exercise less influence over the management and policies of FFN than they currently exercise over the management and policies of Civic.

The Combined Company Will Incur Significant Transaction and Merger-Related Costs in Connection With the Merger

FFN and Civic expect to incur costs associated with combining the operations of Civic and FSB. FFN and Civic are still collecting information in order to formulate detailed integration plans to deliver planned synergies. Additional unanticipated costs may be incurred in the integration of the businesses of FFN and Civic. Although FFN and Civic expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

Whether or not the merger is consummated, FFN and Civic will incur substantial expenses, such as legal, accounting and financial advisory fees, in pursuing the merger. Completion of the merger is conditioned upon the receipt of all required governmental authorizations, consents, orders and approvals, including approval by federal and state banking regulators. See “THE MERGER AGREEMENT—Conditions to the Completion of the Merger” for a discussion of the conditions to the completion of the merger and “PROPOSAL NO. 1—THE MERGER—Regulatory Approval” for a description of the regulatory approvals necessary in connection with the merger.

PROPOSAL NO. 1—THE MERGER

General

Civic’s board of directors is using this document to solicit proxies from the holders of Civic common stock for use at the Civic special meeting. At the Civic special meeting, holders of Civic common stock will be asked to vote on, among other things, the approval of the merger agreement.

The merger will not be completed unless Civic’s shareholders approve the merger agreement.

This section of this proxy statement/prospectus describes certain aspects of the merger, including the background of the merger and the parties’ reasons for the merger.

Transaction Structure

The FFN board of directors, the FSB board of directors and the Civic board of directors each has adopted the merger agreement, which provides for the merger of Civic with and into FSB, and the FFN board also has approved the issuance by FFN of shares of FFN common stock to Civic shareholders in connection with the merger. FSB will be the surviving corporation subsequent to the merger. We expect to complete the merger in early second quarter of 2018, but there can be no assurance as to when, or if, the merger will be completed. Each share of FFN common stock issued and outstanding at the effective time of the merger will remain issued and outstanding as one share of common stock of FFN, and each share of Civic common stock issued and outstanding at the effective time of the merger will be converted into FFN common stock (with all outstanding shares of common stock of Civic being exchanged for that number of shares of common stock of FFN with an aggregate value of $28,625,000, calculated by dividing this aggregate value by the FFN Market Price and with fractional shares being paid in cash as described below). See “THE MERGER AGREEMENT—Merger Consideration.”

The FSB charter and bylaws will be the charter and bylaws of the combined company after the completion of the merger. At the effective time of the merger, the FFN and FSB boards of directors will each be expanded by one member. Each of these board vacancies will be filled by one member of the existing Civic board of directors, Dr. Anil Patel. See “COMPARATIVE RIGHTS OF FFN AND CIVIC SHAREHOLDERS;” “PROPOSAL NO. 1—THE MERGER—Interests of Certain Civic Executive Officers and Directors in the Merger;”and “INFORMATION ABOUT CIVIC—Board of Directors and Executive Officers.”

The merger agreement provides that the parties can amend the merger agreement, to the extent legally permissible. However, after any approval of the merger agreement by Civic’s shareholders, no amendment can reduce the consideration to be provided to Civic shareholders without further approval by Civic shareholders.

Background of the Merger

As part of its ongoing consideration and evaluation of Civic’s long-term strategic alternatives, Civic’s board of directors and senior management regularly review and assess Civic’s business strategies and objectives, including strategic opportunities and challenges, and consider various strategic alternatives potentially available to the bank, all with the goal of enhancing value for shareholders. Previous strategic discussions have focused on, among other things, the business, competitive, and regulatory environment facing financial institutions in general and Civic in particular, as well as current conditions and ongoing consolidation in the financial services industry. Strategic alternatives considered by Civic have included organic growth as a standalone banking franchise, business combinations involving Civic and other financial institutions, and the possible sale of Civic to a larger financial institution.

In early 2015, senior management of Civic and FFN began informal discussions regarding a possible business combination. FFN was interested in entering Davidson County and believed an acquisition would lead to faster growth than opening a new branch in Davidson County. In particular, FFN believed a Nashville location was important for its new healthcare lending team. Both FFN and Civic believed at the time that it would be more efficient to become partners than to open branches in respective new markets.

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On June 1, 2015, FFN’s Chief Executive Officer, Richard Herrington, and Civic’s then President and Chief Executive Officer, Sarah Meyerrose, had a follow-up meeting to further discuss a possible business combination between the two organizations.

On June 8, 2015, Ms. Meyerrose met with Chairman of the Civic board of directors, Dr. Anil Patel, to discuss the potential business combination with FFN.

On June 11, 2015, Ms. Meyerrose spoke with Mr. Herrington about the banks’ earnings and projected share price.

On June 16, 2015, Ms. Meyerrose presented information to the Civic board of directors regarding her discussions with Mr. Herrington about the potential business combination. At this time, the Civic board of directors authorized and instructed Ms. Meyerrose to continue discussions with FFN.

On July 13, 2015, the parties held an off-site meeting in Brentwood, Tennessee. In attendance at this meeting were Mr. Herrington, Myers Jones, Dr. Anil Patel, Tommy Graham, Bob Perry, and Ms. Meyerrose. The group discussed culture, financials, and management of the potential combined institution, as well as other matters related to a potential business combination transaction. The group adjourned this meeting in agreement to continue discussions.

On July 20 and July 24, 2015, Mr. Herrington and Ms. Meyerrose spoke by telephone to discuss certain proposed financial terms of the transaction.

On August 13, 2015, Dr. Patel and Dr. Gajera met with Mr. Herrington and Michael Walker from Raymond James & Associates, Inc. (“RJ”) to further discuss the terms of and the parties’ interest a business combination transaction. The group adjourned in agreement that the parties would sign a confidentiality agreement and begin to share certain information on a confidential basis.

On August 17, 2015, the parties entered into a mutual confidentiality agreement.

On September 8, 2015, the Civic board of directors met by telephone to discuss and receive a report on the progress of the discussions with FFN.

On September 15, 2015, the Civic board of directors met with Civic’s legal counsel and a representative from each of PBS and Stephens Inc. (“Stephens”). At this meeting, the representatives from PBS and Stephens discussed with the board the proposed terms of the transaction with FFN and FSB, and Civic’s legal counsel discussed generally with the board, and answered questions of the board regarding, certain legal aspects of the transaction.

On September 17, 2015, Mr. Herrington and Ms. Meyerrose discussed by telephone certain terms of and other matters regarding the proposed transaction.

During the month of October 2015, the parties proceeded forward with their respective due diligence reviews with the assistance of counsel and their respective financial advisors.

On November 9, 2015, Dr. Patel met with Mr. Herrington and Mr. Jones. At this meeting, the parties continued discussions regarding the financial terms of the proposed transaction.

On November 24, 2015, the FFN board discussed the proposed transaction with its legal counsel at a regularly-scheduled monthly board meeting.

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On December 9, 2015, the FFN board met a second time with legal counsel and its investment banker at a specially-called board meeting. At this meeting, legal counsel discussed the specifics of the proposed merger agreement, and the representative from RJ discussed the fairness of the proposed transaction from a financial point of view.

On December 12, 2015, the Civic board of directors met to consider the proposed transaction with FFN and FSB. At this meeting, the board heard presentations from both Civic’s legal counsel and PBS, as well as from Civic’s senior management. At the meeting, Civic’s legal counsel reviewed with the Civic board of directors the board’s obligations when considering a proposal such as the merger agreement and the merger and the terms and conditions of the merger agreement, the merger, and the various agreements to be signed in connection with the merger agreement and the merger. PBS reviewed with the board the financial aspects of the proposed merger and rendered to the Civic board of directors a written opinion, dated December 12, 2015, to the effect that, as of such date, the consideration to be received by holders of Civic common stock under the merger agreement was fair and equitable from a financial perspective to the shareholders of Civic. Following a discussion among members of Civic’s board of directors, including consideration of the factors described below under “—Civic’s Reasons for the Merger; Recommendation of the Merger by the Civic Board of Directors,” Civic’s board of directors unanimously determined that the merger agreement and the merger are in the best interests of Civic and its shareholders and adopted the merger agreement, and resolved that the merger agreement be submitted to Civic’s shareholders for approval with the Civic board recommending the approval of the merger agreement by Civic’s shareholders.

On December 13, 2015, the FFN and FSB boards approved the merger agreement at a specially-called joint board meeting.

On December 14, 2015, RJ delivered its written fairness opinion to FFN, consistent with its presentation to the FFN board at the December 9, 2015, board meeting.

On December 14, 2015, the merger agreement between Civic, FSB, and FFN was executed and was publicly announced on that same day by a press release jointly issued by FFN and Civic. FFN reported the transaction to the SEC by submitting a current report on Form 8-K on the same day.

On January 7, 2016, FSB filed an application with the TDFI and the FRB for approval of the merger.

On February 12, 2016, FFN filed with the SEC a registration statement on Form S-4 of which this proxy statement/prospectus forms a part.

On April 13, 2016, the TDFI approved the merger.

As a result of a delay in the FRB application process, it became apparent that the transaction would not close by the termination date set forth in the merger agreement. Mr. Herrington and Dr. Patel discussed the possibility of extending this termination date to allow for an application to be filed with and approved by the FRB. Mr. Herrington and Dr. Patel also discussed increasing the cap on Civic’s transaction expenses, given additional expenses Civic would incur as a result of the additional time being contemplated to close the transaction. Mr. Herrington and Dr. Patel agreed that additional time would be necessary to obtain the required regulatory approval from the FRB and to satisfy the various closing conditions. Mr. Herrington and Dr. Patel both concluded that the merger was still beneficial to both parties, even when considering the delay to close the transaction. Therefore, each recommended to their respective board of directors the approval of a first amendment to the merger agreement to extend the termination date set forth in the merger agreement and to increase the cap on Civic’s transaction expenses.

On May 9, 2016, the FFN and FSB boards determined that the first amendment to the merger agreement was in the best interests of FFN and FSB and approved the first amendment to the merger agreement. On April 28, 2016, the Civic board determined that the first amendment to the merger agreement was in the best interests of Civic and its shareholders and approved the first amendment to the merger agreement.

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On May 9, 2016, FFN, the Bank and Civic entered into the first amendment to the merger agreement solely to (i) extend the termination date set forth in the merger agreement until March 31, 2017, subject to extension by FFN until June 30, 2017, if FFN had provided Civic with evidence reasonably satisfactory to Civic that an application for approval of the merger had been filed with and accepted for processing by the FRB on or before March 31, 2017, and (ii) increase the cap on Civic’s transaction expenses from $650,000 to $775,000.

On June 20, 2016, Ms. Meyerrose and Terry Howell, Civic’s then Chief Operating Officer, left Civic, and on June 21, 2016, Ms. Meyerrose was appointed as FFN’s Executive Vice President and Chief Financial Officer and Mr. Howell was appointed as FFN’s Senior Vice President, Finance. Mr. Howell was appointed as Executive Vice President, Corporate Risk Officer of FFN in November 2016.

The FRB application process continued to be delayed through March 2017. As a result, Mr. Herrington and Dr. Patel discussed the possibility of extending the termination date set forth in the merger agreement and agreed that additional time would be necessary to obtain the required regulatory approval from the FRB and to satisfy the various closing conditions. Mr. Herrington and Dr. Patel both concluded that the merger was still beneficial to both parties, even when considering the delay to close the transaction. Therefore, each recommended to their respective board of directors the approval of a second amendment to the merger agreement to extend the termination date set forth in the merger agreement as previously amended.

On March 30, 2017, the FFN and FSB boards determined that the second amendment to the merger agreement was in the best interests of FFN and FSB and approved the second amendment to the merger agreement. On March 24, 2017, the Civic board determined that the second amendment to the merger agreement was in the best interests of Civic and its shareholders and approved the second amendment to the merger agreement.

On March 30, 2017, FFN, the Bank and Civic entered into the second amendment to the merger agreement, solely to extend the termination date set forth in the merger agreement until September 30, 2017, subject to extension by FFN until December 31, 2017. For the extension to take place under the second amendment, FFN was to provide Civic with evidence reasonably satisfactory to Civic that an application for approval of the merger had been filed with and accepted for processing by the FRB on or before September 30, 2017.

The FRB application process continued to be delayed through September 2017. As a result, Mr. Herrington and Dr. Patel again discussed the possibility of further extending the termination date set forth in the merger agreement and agreed that additional time would be necessary to obtain the required regulatory approval from the FRB and to satisfy the various closing conditions. Mr. Herrington and Dr. Patel both concluded that the merger continued to remain beneficial to both parties, even when considering the delay to close the transaction. Therefore, each recommended to their respective board of directors the approval of a third amendment to the merger agreement to extend the termination date set forth in the merger agreement as previously amended.

On September 29, 2017, the FFN and FSB boards determined that the third amendment to the merger agreement was in the best interests of FFN and FSB and approved the third amendment to the merger agreement. Likewise, the Civic board determined that the third amendment to the merger agreement was in the best interests of Civic and its shareholders and approved the third amendment to the merger agreement.

On September 29, 2017, FFN, the Bank and Civic entered into the third amendment to the merger agreement to amend the termination date set forth in the merger agreement. Pursuant to the merger agreement as amended by the third amendment, either party may, provided such party is not in breach of the merger agreement, terminate the merger agreement if (i) FFN has not provided evidence to Civic that an application for approval of the merger has been filed with the FRB on or before the earlier of November 15, 2017 and the date that is 10 days after the FRB notifies the Bank that it may proceed with such filing, or (ii) the merger is not consummated on or before, or any condition to the obligation of a party to consummate the merger is impossible to be satisfied by, July 1, 2018, or such later date as may be agreed upon in writing by the parties. In addition, Civic may terminate the merger agreement immediately upon notification from FSB that it has received notice

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from the FRB that it may not proceed with filing an application for approval of the merger. A new application for approval of the merger was filed by FSB with the FRB on November 9, 2017 and approved on December 28, 2017.

Civic’s Reasons for the Merger; Recommendation of the Merger by the Civic Board of Directors

After careful consideration, Civic’s board of directors has concluded that the merger is in the best interests of Civic’s shareholders. In reaching its conclusion in December 2015 to adopt the merger agreement, Civic’s board of directors consulted with Civic’s financial advisor, PBS, with respect to the financial aspects of the merger and with its outside legal advisors as to its legal duties and the terms of the merger agreement. In arriving at its conclusion, Civic’s board of directors considered a number of factors, including without limitation the following, which are not intended to be exhaustive and are not presented in any relative order of importance:

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In considering and acting to approve each of the three amendments to the merger agreement, the Civic board of directors consulted with its financial advisor, PBS, regarding the then-current financial aspects of the merger and the subject amendment and with its outside legal advisors with respect to its duties and obligations relative to, and the terms and conditions of, the subject amendment. The Civic board of directors did not receive a new fairness opinion from PBS in connection with approving any of the amendments to the merger agreement. In evaluating the merits of each amendment to the merger agreement, the Civic board of directors generally considered the various factors described above as and to the extent pertinent to the board’s decision to approve or not approve the subject amendment, as well as the following additional factors:

The foregoing description of the information and factors considered by Civic’s board of directors is not intended to be exhaustive, but does include material factors that Civic’s board of directors considered and discussed in adopting the merger agreement and approving each of the amendments thereto and recommending the merger. In light of the wide variety of factors considered and discussed by Civic’s board of directors in connection with its evaluation of the merger and the complexity of these factors, the board of directors did not consider it practical to, nor did it attempt to, quantify, rank, or otherwise assign any specific or relative weights to the specific factors that it considered in reaching its decision. Rather, the board of directors considered all of the factors as a whole. The board of directors discussed the foregoing factors internally and with Civic’s management and legal and financial advisors and reached the general consensus that the merger is in the best interests of Civic and its shareholders. In considering the foregoing factors, individual directors may have assigned different weights to different factors. It should be noted that this explanation of the reasoning of Civic’s board of directors and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.”

Civic’s board of directors unanimously recommends that holders of Civic common stock vote “FOR” the approval of the merger agreement.

FFN’s Reasons for the Merger

The FFN board of directors has determined that the merger is advisable, fair and in the best interest of FFN and its shareholders. In adopting the merger agreement, the FFN board consulted with its financial advisor with

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respect to the financial merits of the share issuance to FFN’s shareholders and the financial merits of the transaction, and with its legal counsel as to its legal duties and the terms of the merger agreement. At the time the FFN board of directors approved the merger agreement in December 2015, the FFN board of directors also considered a number of factors, including the following material factors:

The foregoing discussion of the information and factors considered by the FFN board of directors is not exhaustive, but includes all material factors considered by the FFN board of directors. In view of the wide variety of factors considered by the FFN board of directors in connection with its evaluation of the merger and the complexity of such matters, the FFN board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The FFN board of directors discussed the factors described above, asked questions of FFN’s management and FFN’s legal and financial advisors, and reached general consensus that the merger was in the best interests of FFN and FFN shareholders.

In approving each amendment to the merger agreement, the FFN board of directors evaluated each of the above factors for the merger, and determined each item is still valid, and a reason to continue to proceed with the merger. In addition, the board considered the following factors:

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In addition, FFN engaged RJ as its investment banker to assist in the negotiation of the merger and to provide professional financial advisory services to the board of directors of FFN as to the financial merits of the share issuance to FFN’s shareholders. The Tennessee Business Corporation Act (the “TBCA”) sets forth the general standards and duties of a director of a Tennessee corporation and allows directors to rely on the advice of investment bankers in making board decisions, such as a significant acquisition.

With the above engagement and statutory basis, the board of directors and management of FFN met with representatives of RJ numerous times during the negotiation and decision-making process. These discussions examined not only the deal terms with Civic, but also alternative acquisitions available in the marketplace. Among other things, items examined were the valuation analysis of Civic and the fairness of the deal terms to the shareholders of FFN.

Prior to the final vote being taken by the board of directors of FFN to approve the merger, a representative of RJ made a final valuation and fairness presentation to the board of directors of FFN, which included many pages of financial analysis such as:

RJ issued its fairness opinion to the FFN board on December 14, 2015. The FFN board determined not to seek fairness opinions in connection with the amendments to the merger agreement because the amendments did not alter the financial terms of the merger.

In considering the factors described above, individual members of the FFN board of directors may have given different weights to different factors. It should be noted that this explanation of the FFN board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” above.

The FFN board of directors determined that the merger, the merger agreement and the issuance of FFN common stock in connection with the merger are in the best interests of FFN and its shareholders.

Certain Civic Unaudited Prospective Financial Information

Civic is a non-reporting bank and has not historically been required to file reports or financial information pursuant to the Exchange Act with the SEC or the FDIC. Civic also does not make public projections as to future performance, revenues, earnings, or other financial results due to, among other reasons, the uncertainty of the

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underlying assumptions and estimates. However, Civic is including in this proxy statement/prospectus certain unaudited prospective financial information that was made available to Civic’s financial advisor and to FFN and FSB and their financial advisor in connection with the merger. The inclusion of this information should not be regarded as an indication that any of Civic, FFN, FSB, PBS, or RJ, or their respective representatives, or any other recipient of this information, considered, or now considers, it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

This information was prepared solely for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competitive, regulatory, and financial conditions and matters specific to Civic’s business, all of which are difficult to predict and many of which are beyond Civic’s control. The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Additionally, in the course of due diligence and negotiation of the merger, Civic refined and altered assumptions and estimates in forecasting and arriving at the presented unaudited prospective financial information, which data represents the final iteration of projections shared with PBS and FFN and FSB and their financial advisor. Civic can give no assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized.

In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Civic’s business, industry performance, general business and economic conditions, customer requirements, competition, and adverse changes in applicable laws, rules, or regulations. For other factors that could cause actual results to differ, please see the sections entitled “RISK FACTORS RELATED TO THE MERGER” and “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” beginning on page 12 and page 15, respectively, of this proxy statement/prospectus.

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Civic’s independent auditor nor any other independent accountants have compiled, examined, or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Furthermore, the unaudited prospective financial information, which was prepared over two years ago, does not take into account any circumstances or events occurring after the date it was prepared. Civic can give no assurance that, had the unaudited prospective financial information been prepared either as of the date of the merger agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Civic does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects on either Civic or FSB, as applicable, of the merger and does not attempt to predict or suggest future results of the surviving company. The unaudited prospective financial information does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the potential synergies that may be achieved by the surviving company as a result of the merger, the effect on either Civic or FSB, as applicable, of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or

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the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed, or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on either Civic or FSB, as applicable, of any possible failure of the merger to occur. None of Civic, FFN, FSB, PBS, or RJ, or their respective affiliates, officers, directors, advisors, or other representatives, have made, make, or are authorized in the future to make any representation to any shareholder of Civic or any other person regarding Civic’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the projected results will be achieved. The inclusion of the unaudited prospective financial information in this proxy statement/prospectus should not be deemed an admission or representation by Civic that it is viewed as material information of Civic, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, and considering that the Civic special meeting will be held over two years after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Civic shareholders are cautioned not to place unwarranted reliance on such information, and Civic urges all Civic shareholders to review Civic’s most recent Consolidated Reports of Condition and Income filed with the FDIC. See the section of this proxy statement/prospectus entitled “WHERE YOU CAN FIND MORE INFORMATION.”

The following table presents a summary of the material elements of the unaudited prospective financial data of Civic for the years ending December 31, 2016 through 2019 that was shared confidentially with PBS, FFN, FSB, and FFN’s and FSB’s financial advisor in the fourth quarter of 2015, and on which such parties may have relied in connection with the merger (dollars in thousands, except per share data):

Financial Projections of FFN

Although FFN does not typically publicly disclose internal management estimates, early in the fourth quarter of 2015, during the period in which FFN’s board of directors was exploring a potential strategic transaction with Civic, management of FFN provided Civic with a copy of FFN’s financial projections and related information for the fiscal years 2013-2018. The estimates reflect management’s assessment, at that time, of FFN’s prospects given its then-current operating environment, and were based on numerous variables and assumptions, which at that time were inherently uncertain, including factors related to general economic and competitive conditions. Accordingly, FFN’s actual results for the years ended 2015 and 2016 vary from those set forth in the estimates prepared by management, and you are urged not to place undue reliance on these financial projections.

In addition, the inclusion of the financial projections and related information in this proxy statement/prospectus should not be regarded as an indication that any of FFN, Civic or their respective affiliates, officers, directors or other representatives consider the financial projections to be necessarily predictive of actual future events, and the financial projections should not be relied upon as such. None of FFN, Civic or their respective affiliates, officers, directors or other representatives can give you any assurance that actual results will not differ materially from the financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date the financial

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projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. None of FFN, Civic or their respective affiliates, officers, directors or other representatives has made or makes any representation to any shareholder or other person regarding FFN’s or Civic’s ultimate performance compared to the information contained in the financial projections or that the projected results will be achieved.

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Notes: *—Loans Not Held for Resale; **—Retail Deposits include repurchase agreement accounts

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Opinion of Civic’s Financial Advisor

The fairness opinion of Civic’s financial advisor, PBS, is described below. The description contains projections, estimates, and other forward-looking statements about the future earnings or other measures of the future performance of Civic as of December 12, 2015. The projections were based on numerous variables and assumptions, which are inherently uncertain, including factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in the projections. You should not rely on any of these statements as having been made or adopted by Civic. You should review the copy of the fairness opinion attached as Appendix C to this proxy statement/prospectus.

PBS was engaged by Civic to advise Civic’s board of directors as to the fairness of the consideration, from a financial perspective, to be paid by FFN to holders of Civic common stock pursuant to the terms of the merger agreement.

PBS is a bank consulting firm with offices located throughout the United States. As part of its investment banking business, PBS is regularly engaged in reviewing the fairness of financial institution acquisition transactions from a financial perspective and in the valuation of financial institutions and other businesses and their securities in connection with mergers, acquisitions, estate settlements, and other transactions. Neither PBS nor any of its affiliates has, or has had within the past two years, a material financial interest in or other material relationship with Civic or FFN, and PBS was selected to advise Civic’s board of directors based on its knowledge of the banking industry as a whole. PBS did not determine the amount of consideration to be paid to Civic shareholders in connection with the merger, but instead recommended the fairness of the consideration provided for in the merger agreement to Civic’s board of directors.

PBS performed certain analyses described below and presented the range of values for Civic resulting from such analyses to the Civic board of directors in connection with its advice as to the fairness of the consideration to be paid by FFN in connection with the merger.

PBS delivered a fairness opinion to the Civic board of directors on December 12, 2015, at a special meeting of the board of directors. A copy of the fairness opinion, which includes a summary of the assumptions made and information analyzed in deriving the fairness opinion, is attached as Appendix C to this proxy statement/prospectus.

In arriving at its fairness opinion, PBS reviewed certain publicly available business and financial information relating to Civic and FFN. PBS considered certain financial and stock price data of Civic and FFN, compared that data with similar data for certain publicly-held bank holding companies, and considered the financial terms of certain other comparable transactions that had been announced prior to December 8, 2015. PBS also considered such other information, financial studies, analyses, and investigations and financial, economic, and market criteria that it deemed relevant. In connection with its review, PBS did not independently verify the foregoing information and relied on such information as being complete and accurate in all material respects. PBS did not make an independent evaluation or appraisal of the assets of Civic or FFN. Financial forecasts prepared by Civic and FFN were based on assumptions believed by PBS to be reasonable and to reflect currently available information.

In connection with preparing its fairness opinion, PBS performed a due diligence review of FFN, which included an on-site visit to FFN by PBS personnel during the week of November 30, 2015. The broad categories of material reviewed include: general corporate matters (including press releases and board and certain committee minutes), financial information, SEC filings, board packages, loan and other policies, and various loan information.

PBS reviewed and analyzed the historical performance of Civic, including the audited financial statements of Civic for the year ended December 31, 2014; the December 31, 2014, and June 30, 2015, Consolidated

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Reports of Condition and Income of Civic; the Uniform Bank Performance Report of Civic as of June 30, 2015; Civic’s budget; and various asset quality, interest rate sensitivity, liquidity, deposit, and loan portfolio reports. PBS reviewed and tabulated statistical data regarding Civic’s loan portfolio, securities portfolio, and other performance ratios and statistics. Financial projections were prepared and analyzed, as well as other financial studies, analyses, and investigations as deemed relevant for purposes of the fairness opinion. In reviewing the aforementioned information, PBS took into account its assessment of general market and financial conditions, its experience in other similar transactions, and its knowledge of the banking industry generally.

In connection with rendering the fairness opinion and preparing its written and oral presentation to Civic’s board of directors in December 2015, PBS performed a variety of financial analyses, including those summarized below. This summary does not purport to be a complete description of the analyses performed by PBS in this regard. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, such an opinion is not readily susceptible to summary description. Accordingly, notwithstanding the separate factors summarized below, PBS believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, could create an incomplete view of the evaluation process underlying its opinion. In performing its analyses, PBS made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which are beyond Civic’s or FFN’s control. The analyses performed by PBS are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the values of businesses do not purport to be appraisals or to reflect the process by which businesses actually may be sold.

Assuming a volume weighted average closing price of $30.50 for FFN’s common stock for the 20 consecutive trading days ending on and including the 10th trading day preceding the effective date of the merger, in connection with the merger, holders of Civic common stock will receive 0.36954 shares of FFN common stock for each share of Civic common stock (subject to adjustment as provided for in the merger agreement). Because the merger agreement provides that the per share market value of FFN’s common stock to be used for purposes of calculating the exchange ratio for the transaction will not be less than $26.50 and not greater than $29.50, this 0.36954 exchange ratio is calculated using a per share market value of $29.50 for the FFN common stock. For purposes of PBS’s analysis, the calculation of the purchase price is presented in the following table.

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In performing its various analyses, PBS utilized the following financial inputs for Civic:

Due to Civic’s lack of core earnings, the proposed transaction to earnings multiple was not utilized for purposes of PBS’s analysis and therefore no percentile rankings based on transaction value to earnings were presented .

Civic’s total equity capital and shares outstanding utilized are as follows:

Market Comparison Method : In performing this analysis, PBS reviewed the 207 bank transactions in the Southeast Region of the United States and the State of Tennessee from January 1, 2011, through December 8, 2015, for which financial information is available (the “Comparable Group”). The purpose of the analysis was to obtain an evaluation range for Civic based on these Comparable Group bank acquisition transactions. The median multiple of tangible book value of the Comparable Group transactions was presented and compared to the multiple for the acquisition value of Civic. In addition to reviewing the Comparable Group bank transactions, PBS performed separate comparable analyses for acquisitions of banks which, like Civic, had a last twelve month (“LTM”) return on average assets (“ROAA”) between -0.10% and 0.15%, had total assets between $100 million and $200 million, had a tangible equity to tangible assets ratio greater than 11.0%, those located in a Metropolitan Statistical Area (“MSA”), and those located in Tennessee. Median values for the Comparable Group acquisitions expressed as a multiple of tangible book value equaled 1.19X. The following tables depict the median transaction pricing multiples for the above institution categories as well as the percentile ranking of the proposed merger in terms of the applicable pricing multiple within each comparable category.

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Due to Civic’s lack of core earnings, the proposed transaction to earnings multiple percentile rankings are not presented .

Asset Value Method : PBS reviewed Civic’s balance sheet data to determine the amount of material adjustments required to the stockholders’ equity of Civic based on differences between the market value of Civic’s assets and their value reflected on Civic’s financial statements. PBS determined that one adjustment was warranted. Utilizing a deposit premium of 2.00% of core deposits, PBS reflected a value of Civic’s September 30, 2015, core deposits of approximately $1,582,000. To determine the core deposit premium, a search was conducted for all branch transactions in the United States since January 1, 2011, for which pricing information was available. The transactions that included loans were excluded. There were a total of 42 branch transactions that fit the criteria with a median deposit premium of 2.00%. The aggregate adjusted net asset value of Civic was determined to be $22,554,000, or 1.08X Civic September 30, 2015 stated common equity.

Earnings Method : A dividend discount analysis was performed by PBS pursuant to which a range of values of Civic was determined by adding (i) the present value of estimated future dividend streams that Civic could generate over a five-year period and (ii) the present value of the “terminal value” of Civic’s net income at the end of the fifth year. The “terminal value” of Civic’s net income at the end of the five-year period was determined by applying a multiple of 17.70 times the projected terminal year’s net income. The 17.70 multiple represents the median price paid as a multiple of last-twelve-month core earnings per share for all Comparable Group transactions from January 1, 2011, through December 8, 2014, for which pricing information is available.

Projected dividend streams and the terminal value were discounted to present values using a discount rate of 12.5%. This rate reflects assumptions regarding the required rate of return of holders or buyers of Civic common stock. The aggregate value of Civic, determined by adding the present value of the total cash flows at the end of

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the five-year period, was $27,134,000, or $10.33 per share of Civic common stock. In addition to the five-year projection, a 20-year projection was prepared. Assumptions utilized in the analysis included an annual growth rate in assets of 3.0% per year in years one through five and 4.0% per year for the remainder of the analysis. Return on assets was projected to increase to 1.10% by year 10 and remain constant throughout the long-term analysis. It was assumed that Civic would pay common dividends at a rate equal to 70% of net income throughout the analysis. The long-term projection resulted in an aggregate value of $21,949,000, or $8.36 per share of Civic common stock.

Pro Forma Merger Analysis : The contribution of Civic and FFN to the income statement and balance sheet of the pro forma combined organization was analyzed in relation to the pro forma ownership position of Civic’s shareholders in the combined organization.

The fairness opinion is directed only to the question of whether the consideration to be received by holders of Civic common stock under the merger agreement is fair and equitable from a financial perspective and does not constitute a recommendation to any Civic shareholder to vote in favor of the approval of the merger agreement. The fairness opinion is dated and speaks only as of December 12, 2015, more than two years prior to the date of this proxy statement/prospectus. No limitations were imposed on PBS regarding the scope of its investigation or otherwise by Civic.

In forming its opinion as to the fairness of the proposed transaction from a financial perspective, PBS took into consideration multiple factors and circumstances, including the following: the Asset Value Method reflects a liquidation value of Civic and does not accurately reflect the value of Civic as a going concern and therefore was not included in PBS’s opinion of value; the values of Civic derived from the short- and long-term Earnings Method; the percentile rankings of the proposed merger pricing multiples relative to other transactions in the Comparable Group; FFN’s financial performance and operating history; the future growth prospects and fundamental performance of Civic and FFN; Civic’s and FFN’s relative earnings on both a historical and pro forma basis; the relative future growth prospects and fundamental performance between Civic and FFN; the due diligence findings of PBS and Civic in connection with their review of FFN; and the results of PBS’s process of contacting possible acquirors and PBS’s analysis of potential acquirors and merger partners.

Based on the results of the various analyses and other factors described above, PBS concluded that, as of December 12, 2015, the consideration to be received by holders of Civic common stock under the merger agreement was fair and equitable from a financial perspective to the shareholders of Civic. Civic has not requested, and does not intend to request, PBS to update its opinion to a date closer in time to the Civic special meeting.

Civic has previously paid PBS a retainer fee of $10,000 and an additional fee of $15,000 for all services performed in connection with the rendering of the fairness opinion. Civic has also agreed to pay PBS a commission of 0.80% of the total proceeds received by Civic or its shareholders in connection with the merger if and when the merger is completed. Further, Civic has agreed to reimburse PBS for its reasonable out-of-pocket expenses incurred in connection with services provided, but PBS will not incur expenses in excess of $5,000 without Civic’s prior consent. In addition, Civic has agreed to indemnify PBS and its directors, officers, and employees from liability in connection with the merger, and to hold PBS harmless from any losses, actions, claims, damages, expenses, or liabilities related to any of PBS’s acts or decisions made in good faith and in the best interest of Civic.

Interests of Certain Civic Executive Officers and Directors in the Merger

Some of the current and former executive officers and directors of Civic have, or at the time Civic’s board of directors adopted the merger agreement had, financial and other interests in the merger that are in addition to or different from their interests, if any, as Civic shareholders generally. Civic’s board of directors was aware of these interests and considered them, among other matters, to the extent they then existed, in adopting the merger agreement and the amendments thereto.

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FFN and FSB Board Position

At the effective time of the merger, Civic will merge with and into FSB, with FSB being the surviving entity. In connection with or promptly following the merger, FFN and FSB will appoint current Civic board member and Chairman Anil Patel, MD to the boards of directors of FFN and FSB, and Dr. Patel will receive compensation for serving on these boards.

Civic Main Office Lease

Civic leases its main office located at 3325 West End Avenue, Nashville, Tennessee 37203 from R.B. Branch Properties, Inc., a Tennessee corporation, pursuant to a Lease dated August 29, 2008, as amended, between Civic and R.B. Branch Properties, Inc. This lease will be assumed by FSB in connection with the consummation of the merger. Civic directors Anil Patel, MD, Raman Patel, Magan Bhika, and Ratilal Gajera, MD are owners of R.B. Branch Properties, Inc. and, therefore, have an indirect financial interest in the lease.

Employment Agreements

David Barnes . Civic has previously entered into an employment agreement with David Barnes, Civic’s President and Chief Executive Officer. Mr. Barnes’ employment agreement provides generally that, if within six months following a change of control Mr. Barnes’ employment is terminated by Civic (or any successor) without cause or by Mr. Barnes for cause, Mr. Barnes is entitled to a lump sum severance payment equal to his then-current annual base salary. Additionally, Mr. Barnes’ employment agreement provides that he will receive on a monthly basis for a period of six months an amount equal to the monthly premium in effect immediately prior to termination for health insurance coverage for Mr. Barnes and his spouse.

For purposes of Mr. Barnes’ employment agreement, “change of control” is defined as any of the following:

For purposes of Mr. Barnes’ employment agreement, “cause” in the context of the termination of the agreement by Civic is defined as: (i) a breach of the terms of the agreement by Mr. Barnes not cured by him within 10 business days after his receipt of written notice thereof, including failure by Mr. Barnes to perform his duties and responsibilities in the manner and to the extent required under the agreement; (ii) any act by Mr. Barnes of fraud against, misappropriation from, or dishonesty to Civic or any affiliate of Civic; (iii) the arrest

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of Mr. Barnes for, charge of Mr. Barnes with, or conviction of Mr. Barnes of any crime; (iv) conduct by Mr. Barnes that amounts to willful misconduct, gross neglect, or a material failure to perform his duties and responsibilities under the agreement, including prolonged absences without the written consent of the Civic board of directors (provided that the nature of such conduct is set forth in a written notice to Mr. Barnes, who has 10 business days following delivery of such notice to cure such alleged conduct, if such conduct is, in the reasonable discretion of the Civic board of directors, susceptible to a cure); (v) the exhibition by Mr. Barnes of a standard of behavior within the scope of or related to his employment that is in violation of any written policy or code of Civic or any affiliate of Civic (provided that the nature of such conduct is set forth in a written notice to Mr. Barnes, who has 10 business days following delivery of such notice to cure such alleged conduct, if such conduct is, in the reasonable discretion of the Civic board of directors, susceptible to a cure); (vi) conduct or behavior by Mr. Barnes that, in the reasonable opinion of the Civic board of directors, has harmed or could be expected to harm the business or reputation of Civic, including conduct or behavior that is unethical and/or involves moral turpitude; (vii) receipt of any form of written notice that any regulatory agency or authority having jurisdiction over Civic or any affiliate of Civic has instituted any form of regulatory action against Mr. Barnes; or (viii) Mr. Barnes’ removal from office and/or permanent prohibition from participating in the conduct of Civic’s affairs by an order issued under Section 8(e) or Section 8(g) of the Federal Deposit Insurance Act.

For purposes of Mr. Barnes’ employment agreement, “cause” in the context of the termination of the agreement by Mr. Barnes is defined as: (i) a material reduction in the scope of Mr. Barnes’ duties and responsibilities, including a material reduction in the budget over which he has primary responsibility, which is not consented to by Mr. Barnes in writing; (ii) a material reduction, when considered in the aggregate, in the salary and other compensation and benefits provided for under the agreement from the level in effect immediately prior to such reduction, which is not consented to by Mr. Barnes in writing; or (iii) a change in the location of Mr. Barnes’ primary office such that he is required to report regularly to an office located outside of a 75-mile radius from the location of his primary office as of the effective date of the agreement, which change is not consented to by Mr. Barnes in writing.

The merger will constitute a change of control for purposes of Mr. Barnes’ employment agreement, and FSB will assume his employment agreement in connection with the merger.

Mr. Barnes’ employment agreement also provides, generally, that, during the period of his employment and for a period of six months following termination of his employment, the Mr. Barnes will not within a radius of 75 miles of any banking office of Civic (i) engage in any activity, enterprise, or venture competitive with the business of Civic; (ii) perform for any competing business (as defined in the agreement) any services that are the same or essentially the same as the services he provides for Civic; or (iii) accept employment with or be employed by any person engaged in any business, activity, enterprise, or venture competitive with the business of Civic. Additionally, during this same period, Mr. Barnes is prohibited by his employment agreement from being affiliated with or being employed by any person or group of persons proposing to establish a new bank or other depository financial institution within a radius of 75 miles of any banking office of Civic.

Mr. Barnes’ employment agreement also provides, generally, that, during the period of his employment and for a period of six months following termination of his employment, Mr. Barnes will not, other than on behalf of Civic, (i) solicit, divert, or appropriate any business from any customers of Civic or any of its affiliates, for purposes of selling, offering, or providing products or services that are competitive with those sold, offered, or provided by Civic or any of its affiliates; or (ii) solicit, recruit, or hire away any employee of Civic or any of its affiliate with whom he had contact during the last two years of his employment.

Richard Bobo . Civic has previously entered into an employment agreement with Richard Bobo, Civic’s Chief Financial and Chief Lending Officer. Mr. Bobo’s employment agreement provides generally that if a change of control has occurred and his employment is terminated by Civic for any reason other than cause or by Mr. Bobo for good reason, then he is entitled to a lump sum severance payment equal to six months base salary

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(the “severance amount”), subject to certain limitations. However, if the date of termination of Mr. Bobo’s employment is within six months of the change of control, the severance payment will be pro-rated and equal to an amount determined by multiplying the severance amount by a fraction the numerator of which is the number of months Mr. Bobo has been employed following the change of control and the denominator of which is six.

For purposes of Mr. Bobo’s employment agreement, “change of control” is defined as any of the following:

Even in the event of a change of control, if Mr. Bobo’s position with Civic and base salary remains the same, or he is promoted to a more responsible position with salary augmentation commensurate with the promotion, he is not entitled to receive a change of control severance payment. However, in any event, if a change of control has occurred and Mr. Bobo is required to move more than 50 miles from Civic’s current main office location, Mr. Bobo will be entitled to the change of control severance payment upon his subsequent voluntary termination of his employment or the termination of his employment agreement by the bank for any reason other than cause.

For purposes of Mr. Bobo’s employment agreement, “cause” is defined to include termination of Mr. Bobo’s employment because of personal dishonesty; incompetence; willful misconduct; breach of fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule, or regulation which negatively impacts Civic (other than traffic violations or similar offenses) or final cease-and-desist or similar formal supervisory order; or material breach of any provision of his employment agreement.

For purposes of Mr. Bobo’s employment agreement, “good reason” is defined as: (i) unless consented to by him, a material change in his function, duties, or responsibilities which change would cause his position to become one of lesser responsibility, importance, or scope from the position and attributes set forth in the agreement; (ii) a material reduction in the benefits and/or prerequisites to Mr. Bobo from those being provided as of the effective date of the agreement; (iii) the liquidation, dissolution, or failure of Civic; or (iv) any breach of the agreement by Civic that is not cured within 30 days after Civic’s receipt of notice of the breach.

The merger will constitute a change of control for purposes of Mr. Bobo’s employment agreement, and FSB will assume his employment agreement in connection with the merger.

Mr. Bobo’s employment agreement also provides that, for a period of six months following the termination of his employment, he will not compete with Civic in Davidson and Williamson Counties, Tennessee, or in any other city or town in which Civic operates a main, branch, or loan or deposit production office as of the date of termination. Mr. Bobo is prohibited during this period from working for or advising, consulting, or serving with any entity whose business materially competes with the business activities of Civic and from working with any individual or group proposing to establish a new bank or other financial institution in Davidson or Williamson County, Tennessee, or any other city or town in which Civic operates a main, branch, or loan or deposit production office. Additionally, Mr. Bobo’s employment agreement provides that, for a period of one year following the expiration or termination of the agreement, he will not offer to employ or hire away any person employed by Civic or any of its affiliates with whom Mr. Bobo had contact in the course of his employment by Civic, or encourage or induce any such person to terminate his or her employment with Civic.

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Sarah Meyerrose and Terry Howell . At the time the Civic board of directors adopted the merger agreement, Civic was a party to employment agreements with Sarah Meyerrose, Civic’s then President and Chief Executive Officer, and Terry Howell, Civic’s then Chief Operating Officer. The employment agreement of each of Ms. Meyerrose and Mr. Howell provided generally that, if within 12 months following a change of control the executive’s employment was terminated by Civic (or any successor) without cause or by the executive for cause, the executive was entitled to a lump sum severance payment equal to the executive’s then-current annual base salary. Additionally, Ms. Meyerrose’s employment agreement with Civic provided that she would continue to receive an amount in cash equal to the premiums for health insurance coverage for her and her spouse (upon to a maximum annual premium of $9,000). The merger would have constituted a change of control for purposes of Ms. Meyerrose’s and Mr. Howell’s employment agreements. On June 20, 2016, Ms. Meyerrose and Mr. Howell left Civic, at which time their Civic employment agreements were terminated. On June 21, 2016, Ms. Meyerrose was appointed as FFN’s Executive Vice President and Chief Financial Officer, and Mr. Howell was appointed as FFN’s Senior Vice President, Finance. Mr. Howell was appointed as Executive Vice President, Corporate Risk Officer of FFN in November 2016. Each of Ms. Meyerrose and Mr. Howell entered into employment agreements with FFN in connection with their appointments.

Salary Continuation Agreements

Civic has previously entered into salary continuation agreements with Robert Perry, Civic’s former President and Chief Executive Officer and a current member of Civic’s board of directors, and David Barnes, Civic’s President and Chief Executive Officer.

The salary continuation agreements of Messrs. Perry and Barnes provide generally for the payment of a monthly cash benefit to Mr. Perry and Mr. Barnes upon their attainment of a specified age, age 70 for Mr. Perry and age 71 for Mr. Barnes. For each of Messrs. Perry and Barnes, this monthly benefit is payable for a period of 15 years. The monthly benefits payable to Mr. Perry and Mr. Barnes are fully vested, and are $3,000.00 per month for Mr. Perry and $1,250.00 per month for Mr. Barnes.

Mr. Perry’s salary continuation agreement provides generally that, in the event of a change of control, the agreement will terminate and he will receive a single, lump sum payment equal to the present value of the payment of $3,000.00 per month over a period of 15 years (reduced by the number of months, if any, in which a monthly benefit has been paid under the salary continuation agreement) assuming an annual rate of interest or discount rate of 3.0% (non-compounding).

For purposes of Mr. Perry’s salary continuation agreement, “change in control” is defined as the first to occur of the following:

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The merger will constitute a change of control for purposes of Mr. Perry’s salary continuation agreement, and the lump sum amount payable to Mr. Perry under his salary continuation agreement would have been approximately $428,660.17 (plus the amount of any required associated tax gross-up of this amount) if the merger had been completed on January 11, 2018. The amount due to Mr. Perry under his salary continuation agreement will be payable to Mr. Perry within five days of the merger. FSB will assume Mr. Barnes’ salary continuation agreement in connection with the merger.

Stock Options

Outstanding options to purchase shares of Civic common stock will, to the extent not already vested, fully vest upon the consummation of the merger pursuant to the terms of the underlying grant agreements. At the effective time of the merger, each outstanding option to purchase shares of Civic common stock will be cancelled and converted into an option to purchase that number of shares of FFN common stock equal to the number of shares of Civic common stock subject to the pre-merger option multiplied by the Exchange Ratio, and the per share exercise price of the resulting option will be the per share exercise price of the pre-merger option divided by the Exchange Ratio.

As a result of the acceleration of vesting of stock options, Civic executive officers and directors, as a group, will receive accelerated vesting with regard to options to purchase approximately 285,819 shares of Civic common stock in connection with the merger.

The table below presents the intrinsic value of stock options held by Civic directors and executive officers. The intrinsic value of a stock option is the amount that the market value of the underlying stock exceeds the exercise price of the option. The intrinsic values presented below have been calculated, for illustrative purposes, assuming the following: (i) the FFN Market Price used to calculate the FFN Share Number is $29.50; (ii) the FFN Share Number is 970,338 ($28,625,000 ÷ $29.50); (iii) the Exchange Ratio is 0.3686 (970,338 ÷ 2,632,812); and (iv) the closing price of the FFN common stock on the effective date of the merger is $29.50.

Change in Control Agreements

As a condition to consummation of the merger, Richard Bobo will enter into a change in control agreement with FSB that provides him with certain benefits if his employment is terminated under certain scenarios within six months prior to or 12 months following a change in control (as defined in the change in control agreement) of FFN or FSB.

The change in control agreement will provide that if, within six months prior to or 12 months following a change in control of FFN or FSB, FSB terminates Mr. Bobo’s employment other than for “cause” or Mr. Bobo terminates his employment for “good reason,” in each case as those terms are defined in the change in control agreement, then Mr. Bobo will receive a payment equal to two times his average annualized base compensation

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(not including bonus payments) during the five most recent taxable years (or such shorter period he was employed) as of the date of the change in control, plus any amounts due to Mr. Bobo under the FFN equity incentive plans (without regard to vesting).

For purposes of Mr. Bobo’s change in control agreement, “change in control” will be defined as the occurrence of any of the following:

For purposes of Mr. Bobo’s change in control agreement, “cause” will be defined as (a) gross negligence or gross neglect of duties, (b) commission of a felony or of a gross misdemeanor involving moral turpitude in connection with his employment with FSB, (c) fraud, disloyalty, dishonesty, or willful violation of any law or significant FSB policy committed in connection with Mr. Bobo’s employment, or (d) the issuance of an order for removal of Mr. Bobo’s by FSB’s banking regulators.

For purposes of Mr. Bobo’s change in control agreement, “good reason” will be defined as the continuing occurrence of any of the following, without Mr. Bobo’s written consent and after written notice to the FSB board of directors and a 30 day opportunity for the FSB board of directors to cure:

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In the event there are payments to Mr. Bobo that constitute “parachute payments” (as defined in Section 280G of the Code), then the payments made to him will be the greater of (a) one dollar ($1.00) less than the amount which would cause the payments to him (including payments to him not provided for in the change in control agreement) to be subject to the excise tax imposed by Section 4999 of the Code and (b) any payments to Mr. Bobo contingent upon the change in control (including payments to him not provided for in the change in control agreement) less any excise tax.

Prior to their departure from Civic in June 2016 to join FFN, similar change in control agreements were contemplated for Sarah Meyerrose, Civic’s former President and Chief Executive Officer, and Terry Howell, Civic’s former Chief Operating Officer.

Lock-Up Agreements

As a condition to consummation of the merger, certain of the directors of Civic will enter into lock-up agreements with FFN that will limit the ability of these directors to sell shares of FFN common stock beneficially owned by them (including shares received as consideration in the merger). The Civic directors that will enter into lock-up agreements are Anil Patel, MD, Ratilal Gajera, MD, Magan Bhika, Raman Patel, Robert Perry, and Tommy L. Graham. The lock-up agreements generally will provide that these directors will not, from the date of the lock-up agreement until the first anniversary of the effective time of the merger, sell, transfer, or otherwise dispose of the shares of FFN common stock beneficially owned by them. However, transfers as bona fide gifts or by will or intestacy and transfers to a trust for the direct or indirect benefit of the director or his immediate family will be permitted, provided that any such transfer does not involve a disposition for value and that the donee or transferee agrees in writing to be bound by the terms and conditions of the lock-up agreement.

Insurance

FFN has agreed to cause the individuals serving as directors and officers of Civic immediately prior to the merger to be covered for a period of five years following the merger (or the period of the applicable statute of limitations, if longer) by the directors’ and officers’ liability insurance policy maintained by Civic. Alternatively, FFN is permitted to substitute for Civic’s insurance policy different policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than the Civic insurance policy. This insurance coverage will extend to acts or omissions of Civic’s directors and officers occurring prior to the merger in their capacity as directors and officers of Civic.

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Regulatory Approval

FFN is registered as a financial holding company under the Bank Holding Company Act of 1956, as amended, and supervised and regulated by the FRB. FSB is a state chartered member bank and is supervised by the FRB and the TDFI. Civic is a state chartered non-member bank and is supervised by the Federal Deposit Insurance Corporation (“FDIC”) and the TDFI. Set forth below is a brief summary of certain regulatory issues.

Federal Reserve Regulatory Approval. The merger is subject to prior approval by the FRB pursuant to Section 18(c) of the Federal Deposit Insurance Act. FSB received approval from the FRB on December 28, 2017.

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The parties may not consummate the merger until after the termination of a waiting period. The waiting period starts the day the FRB approves the merger and notifies the United States Department of Justice and ends 30 days later, except the waiting period may be reduced to 15 days upon consent of the United States Attorney General. During that time, the United States Department of Justice may challenge the merger on antitrust grounds. The FRB is prohibited from approving any transaction under the applicable statutes that:

In addition, the FRB considers the financial and managerial resources of companies and their subsidiary banks and the convenience and needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy, which is discussed below, and consideration of managerial resources includes consideration of the competence, experience and integrity of the officers, directors and principal shareholders of companies and their subsidiary banks.

The analysis of convenience and needs issues includes the parties’ performance under the Community Reinvestment Act of 1977, as amended. Under the Community Reinvestment Act, the FRB must take into account the record of performance of each of FSB and Civic and their respective subsidiaries in meeting the credit needs of the entire community, including the low- and moderate-income neighborhoods in which they operate. Furthermore, applicable federal law provides for the publication of notice and public comment on applications filed with the FRB. The FRB frequently receives comments and protests from community groups and others and may, in its discretion, choose to hold public hearings on the application. Both FSB and Civic have a “satisfactory” rating under the Community Reinvestment Act.

State Regulatory Approval. The Tennessee Banking Act requires submission of an application to and approval from the TDFI for certain acquisitions of state banks by Tennessee banking corporations such as FSB. The TDFI also must take into consideration the financial and managerial resources and future prospects of the banks concerned. We received the approval of the TDFI on April 13, 2016.

Additional Federal and State Regulatory Considerations. FFN, FSB and Civic are subject to other federal and state laws and regulations relating to the following areas as summarized below:

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Future Regulatory Considerations. Federal legislation, including proposals to revise the bank regulatory system further and to limit or expand the investments that a depository institution may make with insured funds, is from time to time introduced in Congress. The bank examiners will examine banks periodically for compliance with various regulatory requirements. Such examinations, however, are for the protection of the Deposit Insurance Funds and for depositors and generally not for the protection of investors and shareholders.

On October 18, 2017, FSB received regulatory approval from the Federal Reserve Bank of Atlanta (the “Reserve Bank”) to open a new branch at 1605 Medical Center Parkway, Murfreesboro, Tennessee. The TDFI previously approved this new branch on July 14, 2017. FSB opened this new branch in November 2017.

On November 3, 2016, FSB entered into an informal agreement with the Reserve Bank and the TDFI in the form of a Memorandum of Understanding (“MOU”). Under the terms of the MOU, FSB agreed, among other

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things, to (1) enhance and periodically update its Commercial Real Estate (“CRE”) concentration risk management policy; (2) augment credit risk management practices; and (3) enhance capital and liquidity plans. FSB has also agreed that it will seek prior written approval of the Reserve Bank and the TDFI to pay dividends to FFN, which dividends are used primarily for the purpose of servicing FFN’s subordinated debt. In addition, FFN currently may not make interest payments on its subordinated debt without prior written approval from its primary regulatory agencies.

FFN has also executed an agreement with the Board of Governors of the Federal Reserve System (the “Agreement”) under section 4(m)(2) of the Bank Holding Company Act, which includes specific actions designed to address FSB’s risk profile and to strengthen the underlying condition of FSB. Until FSB and FFN satisfy the requirements of the MOU and the Agreement, any plans for business combinations or location expansion will be limited and subject to prior written approval from the appropriate regulatory body.

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For the backgrounds and biographical information about each of these officers and directors other than Dr. Anil Patel, see FFN’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14, 2017, which is incorporated by reference in this proxy statement/prospectus. The background and biographical information about Dr. Anil Patel is copied below.

Anil Patel, M.D., M.B.A.

Dr. Anil Patel was born and raised in Lusaka, Zambia. He earned his bachelor’s and medical degrees from the University of Zambia in 1979 and 1982, respectively. Dr. Patel came to Nashville, Tennessee after finishing medical school to practice medicine in the United States. He completed his residency in Internal Medicine at Baptist Hospital in 1988, his fellowship training in Gastroenterology at Vanderbilt University in 1990, and his Masters of Business Administration at the Vanderbilt Owen Graduate School of Business in 1998.

Dr. Patel has been providing gastroenterology services to his patients at his endoscopy center in Clarksville, Tennessee since 1993. Dr. Patel has also been involved with the construction of several Marriott hotels and retirement communities in the Middle Tennessee area, and in 2005, he helped organize Civic Bank & Trust. He has served as Chairman of the board of directors of Civic since the bank’s organization.

Dr. Patel’s qualifications to serve on the boards of directors of FFN and FSB include his extensive business experience as well as his knowledge of the Nashville and broader Middle Tennessee markets. His connection to, and business experience in, both the Nashville and greater Middle Tennessee markets will provide valuable insight into those markets.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

In the opinion of Baker Donelson, tax counsel to FFN and FSB, the following are the material U.S. federal income tax consequences of the merger generally applicable to U.S. Shareholders (as defined below) of Civic stock who hold the common stock as a capital asset within the meaning of Section 1221 of the Code. This summary description deals only with the material U.S. federal income tax consequences of the merger. No information is provided regarding the tax consequences of the merger under state, local, gift, estate, foreign or other tax laws. We do not intend it to be a complete description of the U.S. federal income tax consequences of the merger to all Civic shareholders in light of their particular circumstances or to Civic shareholders subject to special treatment under U.S. federal income tax laws, such as:

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This discussion is based upon, and subject to, the Code, the Treasury Regulations promulgated under the Code, existing interpretations, administrative rulings and judicial decisions all of which are in effect as of the date of this proxy statement/prospectus, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion. Tax laws are complex, and your individual circumstances may affect the tax consequences to you. We urge you to consult a tax advisor regarding the tax consequences of the merger to you.

U.S. Shareholders

For purposes of this discussion, the term “U.S. Shareholder” means a beneficial owner of Civic common stock that is:

If a partnership (including any entity or arrangement, domestic or foreign, which is treated as a partnership for U.S. federal income tax purposes) holds Civic common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships and partners in such a partnership should consult their tax advisors regarding the tax consequences of the merger to them.

Qualification of the Merger as a Reorganization

Pursuant to the merger agreement adopted by Civic, FFN, and FSB, Civic will merge with and into FSB, a wholly owned, first-tier, subsidiary of FFN, pursuant to the provisions of Tennessee law (T.C.A. § 45-2-1301 et seq.). At the Effective Time of the merger, which will be the date the Articles of Merger are filed with the Commissioner of Financial Institutions for the State of Tennessee and then the Tennessee Secretary of State, or such later time and date as FFN, FSB, and Civic may agree, each share of Civic common stock will be converted into the right to receive shares of FFN common stock based on an Exchange Ratio agreed to by the parties in the merger agreement. Civic options to purchase a share of Civic common stock will be converted into options to purchase FFN common stock. No stock of FSB will be used in the acquisition of Civic. As a result of the merger, substantially all of Civic’s properties will be acquired by FSB, and Civic’s banking business or assets will be continued by or used by FSB in its banking business.

Because Civic is merging under state law into FSB, a wholly owned subsidiary of FFN, the merger is generally characterized as a “forward subsidiary merger” or a “forward triangular merger.” Certain specific requirements in the Code and Treasury Regulations applicable to such a type of merger must be satisfied for the merger to be a “tax-deferred” reorganization under Section 368(a) of the Code. The requirements specific to the

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merger to qualify as a reorganization under Section 368(a) of the Code are (a) the stock of FFN, which is in control of FSB as its parent corporation, must be used as the merger consideration, (b) substantially all of Civic’s assets must be acquired by FSB, (c) no stock of FSB is used as merger consideration, and (d) other general requirements applicable to all “tax-deferred” reorganizations under Section 368(a) of the Code must also be satisfied.

In addition to satisfying the specific requirements imposed on the merger by Section 368(a) of the Code as generally described above, the merger will be undertaken pursuant to a plan of reorganization (the merger agreement) and is undertaken for reasons germane to the businesses of Civic, FFN, and FSB. Furthermore, there will be a continuity of Civic’s business enterprise or Civic’s business assets will be used in the banking business of FSB. As a result, the merger will be a reorganization under Section 368(a) of the Code as long as the “continuity of interest” requirement is also satisfied. “Continuity of interest” requires that in substance a substantial part of the value of the Civic common stock is exchanged for FFN common stock. Under guidelines set forth in the Treasury Regulations, if at least 40 percent of the value of the consideration delivered in exchange for the value of Civic’s aggregate equity, consisting of common stock, consists of FFN common stock, then the “continuity of interest” requirement should be satisfied, even if the remaining Civic equity is exchanged for cash in lieu of fractional shares or other consideration that is not FFN equity. Civic options to purchase Civic common stock that are outstanding as of the effective time of the merger are not regarded as outstanding Civic common stock. With the exception of distributions of cash in lieu of fractional shares and cash paid to a dissenting shareholder, it is anticipated that all of the common stock in Civic will be exchanged for FFN common stock.

Tax Consequences of the Merger to Owners of Civic Common Stock

The following discussion summarizes the material U.S. federal income tax consequences of the merger to U.S. Shareholders. Since FFN is in control of FSB, FFN stock is used as the merger consideration, no stock of FSB will be used as the merger consideration, substantially all of Civic’s assets will be acquired by FSB, and the general requirements in the Code and Treasury Regulations required for a “tax-deferred” reorganization will be satisfied, as discussed above, including “continuity of interest,” Baker Donelson anticipates that it will issue a tax opinion, dated as of the closing date, to the effect that:

A copy of this tax opinion has been filed as an exhibit to FFN’s registration statement, which has been filed with the SEC. Such opinion has been rendered on the basis of facts, representations and assumptions set forth or referred to in such opinion and factual representations contained in certificates of officers of FFN and Civic, all of which must continue to be true and accurate in all material respects as of the effective time of the merger.

The U.S. federal income tax consequences of the merger to an owner of Civic common stock that is a U.S. Shareholder generally will depend on whether the U.S. Shareholder exchanges Civic common stock solely for FFN common stock or a combination of FFN common stock and cash in lieu of fractional shares of FFN common stock.

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Dissenting Shareholders

If you perfect your dissenters’ rights with respect to your shares of Civic common stock, you will generally recognize capital gain or loss equal to the difference between your tax basis in those shares and the amount of cash received in exchange for those shares. Any taxable gain or loss to a U.S. Shareholder on the exchange of Civic common stock will generally be treated as either long-term or short-term capital gain or loss depending on such shareholder’s holding period for the Civic common stock. The tax consequences of cash received may vary depending upon your individual circumstances. Each holder of Civic common stock who contemplates exercising statutory dissenters’ rights should consult its tax adviser as to the possibility that all or a portion of the payment received pursuant to the exercise of such rights will be treated as dividend income.

Tax Consequences of Merger for FFN and Civic

Neither FFN nor Civic will recognize taxable gain or loss as a result of the merger.

Backup Withholding and Information Reporting

In general, information reporting requirements may apply to the cash payments made to shareholders of Civic common stock in connection with the merger, unless an exemption applies. Backup withholding may be imposed on the above payments at a rate of 28% if a U.S. Shareholder (i) fails to provide a taxpayer identification number or appropriate certificates, or (ii) otherwise fails to comply with all applicable requirements of the backup withholding rules.

Any amounts withheld from payments to shareholders of Civic common stock under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against your applicable U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service. Shareholders of Civic should consult their own tax advisors regarding the application of backup withholding based on their particular circumstances and the availability and procedure for obtaining an exemption from backup withholding.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. THUS, CIVIC SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS

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AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND EFFECT OF NON-U.S., FEDERAL, STATE, LOCAL, AND OTHER APPLICABLE TAX LAWS, AND THE EFFECT OF ANY PROPOSED CHANGES IN THE TAX LAWS.

Accounting Treatment

The merger will be accounted for under the acquisition method of accounting under accounting principles generally accepted in the United States of America. For accounting purposes, the cost of the “acquired” entity (Civic) will be allocated to consolidated tangible and intangible assets and liabilities based on their estimated fair value on the date that the merger is completed. Any excess cost will be allocated to goodwill. The financial statements of FFN issued after the merger will reflect the results attributable to the acquired operations of the two banks beginning on the date of completion of the merger.

Dissenters’ Rights for Civic Shareholders

Introductory Information

General . Dissenters’ rights with respect to Civic’s common stock are governed by the Tennessee Banking Act, which incorporates the dissenter’s rights provisions of the TBCA. Shareholders of Civic have the right to dissent from the merger and to obtain payment of the “fair value” of their shares (as specified in the statute) in the event Civic completes the merger. Strict compliance with the dissent procedures is mandatory . Subject to the terms of the merger agreement, Civic could elect to terminate the merger agreement even if it is approved by Civic’s shareholders, thus cancelling dissenters’ rights.