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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
   

FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 18, 2021
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee   001-37875   62-1216058
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification Number)
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
(Address of principal executive offices) (Zip Code)

(615) 564-1212
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value FBK New York Stock Exchange

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

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



Item 7.01. Regulation FD Disclosure.

On February 18, 2021, FB Financial Corporation (the “Company”) issued a press release. A copy of the press released is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

Item 8.01. Other Events.

The Company announced today that its Board of Directors has authorized and empowered a special committee (the “Repurchase Committee”) to commence a stock repurchase program (the “Repurchase Plan”) pursuant to which the Company may purchase up to $100,000,000 in shares of the Company’s issued and outstanding common stock, par value $1.00 per share. The purchase authorizations granted under the Repurchase Plan will terminate either on the date on which the maximum dollar amount is repurchased under the Repurchase Plan or on March 31, 2022, whichever date occurs earlier. The Repurchase Plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description of Exhibit
99.1

Cautionary Note Regarding Forward Looking Statements

Certain statements contained in this Report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements include, without limitation, those statements relating to the compliance of the Program with Rule 10b-18 promulgated under the Exchange Act. These statements, which are based upon certain assumptions and estimates and describe the Company’s future plans, results, strategies and expectations, can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict and that are beyond the Company’s control. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this Report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this Report including, without limitation, the risks and other factors set forth in the Company’s most recent Annual Report on Form 10-K under the captions “Cautionary note regarding forward-looking statements” and “Risk factors” and periodic and current reports on Forms 10-Q and 8-K. Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Report, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company.






SIGNATURES

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


FB FINANCIAL CORPORATION


By: /s/ Michael M. Mettee
Michael M. Mettee
Chief Financial Officer


Date: February 18, 2021


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FOR IMMEDIATE RELEASE

FB Financial Corporation Announces $100 Million Common Stock Repurchase Authorization

NASHVILLE, Tenn.—February 18, 2021—FB Financial Corporation (NYSE: FBK), the parent company of FirstBank, announced today that its Board of Directors authorized the repurchase of up to $100 million of the Company’s outstanding common stock. The repurchase authorization will be in place until March 31, 2022, and replaces the Company’s previous authorization, which expired on December 31, 2020.

Christopher T. Holmes, President and Chief Executive Officer, commented, “This repurchase authorization reflects the Company’s financial strength and strong profitability. Our management team is keenly focused on deploying capital to deliver superior returns and to create long-term value. This program provides another arrow in our quiver to manage capital and maximize earnings per share.”

The timing and amount of any shares of the Company’s common stock that are repurchased under the program will be determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchases may be executed through the open market or in privately negotiated transactions, including under Rule 10b5-1 plans.

ABOUT FB FINANCIAL CORPORATION
FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial Corporation operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered community bank, with 81 full-service bank branches across Tennessee, Kentucky, North Alabama and North Georgia, and mortgage offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $11.2 billion in total assets.

CONTACT:
MEDIA CONTACT:
Jeanie M. Rittenberry
615-313-8328
jrittenberry@firstbankonline.com
www.firstbankonline.com

FINANCIAL CONTACT:
Robert Hoehn
615-564-1212
rhoehn@firstbankonline.com
investorrelations@firstbankonline.com