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Account
FB Financial
FBK
#4318
Rank
C$3.75 B
Marketcap
๐บ๐ธ
United States
Country
C$72.80
Share price
0.17%
Change (1 day)
21.97%
Change (1 year)
๐ฆ Banks
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FB Financial
Quarterly Reports (10-Q)
Submitted on 2026-05-04
FB Financial - 10-Q quarterly report FY
Text size:
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false
2026
Q1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
FORM
10-Q
______________________________________________________________
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number
001-37875
_____________________________________________________________
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________________________________
Tennessee
62-1216058
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1221 Broadway
,
Suite 1300
Nashville
,
Tennessee
37203
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
615
)
564-1212
___________________________________________________________
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, Par Value $1.00 Per Share
FBK
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Small reporting company
☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
The number of shares of registrant’s Common Stock outstanding as of April 30, 2026 was
51,523,462
.
1
Table of Contents
Page
PART I.
FINANCIAL INFORMATION
Glossary Of Abbreviations And Acronyms
3
Item 1.
Consolidated Financial Statements
4
Consolidated Balance Sheets as of
March 31, 2026
(Unaudited) and December 31, 202
5
4
Consolidated Statements of Income (Unaudited) for the three
months ended
March 31
, 202
6
and 202
5
5
Consolidated Statements of Comprehensive Income (Unaudited) for the three
months ended
March 31
, 202
6
and 202
5
6
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three
months ended
March 31, 202
6
and 202
5
7
Consolidated Statements of Cash Flows (Unaudited) for the three
months ended
March 31
, 202
6
and 202
5
8
Condensed Notes to Consolidated Financial Statements (Unaudited)
10
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operation
47
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
80
Item 4.
Controls and Procedures
82
PART II.
OTHER INFORMATION
Item 1.
Legal Proceedings
83
Item 1A.
Risk Factors
83
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
83
Item 5.
Other Information
83
Item 6.
Exhibits
84
SIGNATURES
85
2
PART I
GLOSSARY OF ABBREVIATIONS AND ACRONYMS
As used in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (this “Report”), references to “we,” “our,” “us,” “FB Financial,” or “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our wholly-owned banking subsidiary, FirstBank, a Tennessee state-chartered bank, unless otherwise indicated or the context otherwise requires. References to “Bank” or “FirstBank” refer to FirstBank, our wholly-owned banking subsidiary.
The acronyms and abbreviations identified below are used in the Notes to the consolidated financial statements as well as in the Management’s discussion and analysis of financial condition and results of operations. You may find it helpful to refer to this page as you read this Report.
ACL
Allowance for credit losses
GAAP
U.S. generally accepted accounting principles
AFS
Available-for-sale
GNMA
Government National Mortgage Association
ALCO
Asset Liability Management Committee
HFI
Held for investment
ASC
Accounting Standard Codification
NIM
Net interest margin
ASU
Accounting Standard Update
OREO
Other real estate owned
Bank
FirstBank, subsidiary bank
PCD
Purchased credit-deteriorated
BOLI
Bank-owned life insurance
PSU
Performance-based restricted stock units
CECL
Current expected credit losses
Report
Form 10-Q for the quarterly period ended March 31, 2026
Company
FB Financial Corporation
ROAA
Return on average assets
CPR
Conditional prepayment rate
ROAE
Return on average common equity
ESPP
Employee Stock Purchase Plan
ROATCE
Return on average tangible common equity
EVE
Economic value of equity
RSU
Restricted stock units
FASB
Financial Accounting Standards Board
SEC
U.S. Securities and Exchange Commission
FDIC
Federal Deposit Insurance Corporation
SOFR
Secured overnight financing rate
FDM
Financial difficulty modification
Southern States
Southern States Bancshares, Inc.
Federal Reserve
Board of Governors of the Federal Reserve System
TDFI
Tennessee Department of Financial Institutions
FHLB
Federal Home Loan Bank
3
FB Financial Corporation and subsidiaries
Consolidated balance sheets
(Amounts are in thousands except share and per share amounts)
March 31,
December 31,
2026 (Unaudited)
2025
ASSETS
Cash and due from banks
$
159,883
$
196,213
Federal funds sold and reverse repurchase agreements
199,009
213,391
Interest-bearing deposits in financial institutions
798,871
746,291
Cash and cash equivalents
1,157,763
1,155,895
Investments:
Available-for-sale debt securities, at fair value
1,498,547
1,459,579
Equity securities, at fair value
—
155
Restricted equity securities, at cost
79,458
79,046
Loans held for sale (includes $
198,769
and $
172,974
at fair value, respectively)
231,359
201,076
Loans held for investment
12,503,815
12,383,626
Less: allowance for credit losses on loans HFI
186,324
185,983
Net loans held for investment
12,317,491
12,197,643
Premises and equipment, net
181,268
182,370
Operating lease right-of-use assets
48,223
49,249
Interest receivable
59,837
58,565
Mortgage servicing rights, at fair value
147,344
148,795
Bank-owned life insurance
110,484
111,865
Other real estate owned, net
6,449
6,009
Goodwill
350,353
350,353
Core deposit and other intangibles, net
29,415
31,284
Other assets
250,448
268,408
Total assets
$
16,468,439
$
16,300,292
LIABILITIES
Deposits
Noninterest-bearing
$
2,664,480
$
2,634,395
Interest-bearing checking
2,642,713
2,651,369
Money market and savings
5,886,370
5,969,640
Customer time deposits
2,309,056
2,028,923
Brokered and internet time deposits
574,216
625,634
Total deposits
14,076,835
13,909,961
Borrowings
213,188
212,764
Operating lease liabilities
59,106
60,556
Accrued expenses and other liabilities
145,344
168,753
Total liabilities
14,494,473
14,352,034
SHAREHOLDERS’ EQUITY
Common stock, $
1
par value per share;
75,000,000
shares authorized;
51,418,024
and
51,752,401
shares issued and outstanding, respectively
51,418
51,752
Additional paid-in capital
1,064,619
1,082,344
Retained earnings
893,095
846,620
Accumulated other comprehensive loss, net
(
35,259
)
(
32,551
)
Total FB Financial Corporation common shareholders’ equity
1,973,873
1,948,165
Noncontrolling interest
93
93
Total equity
1,973,966
1,948,258
Total liabilities and shareholders’ equity
$
16,468,439
$
16,300,292
See the accompanying notes to the consolidated financial statements.
4
FB Financial Corporation and subsidiaries
Consolidated statements of income
(Amounts are in thousands, except per share amounts)
(Unaudited)
5
Three Months Ended March 31,
2026
2025
Interest income:
Interest and fees on loans
$
201,257
$
153,185
Interest on investment securities
Taxable
13,575
14,471
Tax-exempt
1,054
1,033
Other
9,464
11,017
Total interest income
225,350
179,706
Interest expense:
Deposits
77,878
70,249
Borrowings
1,507
1,816
Total interest expense
79,385
72,065
Net interest income
145,965
107,641
Provision for credit losses on loans HFI
3,822
1,906
(Reversal of) provision for credit losses on unfunded commitments
(
798
)
386
Net interest income after provision for credit losses
142,941
105,349
Noninterest income:
Mortgage banking income
12,253
12,426
Service charges on deposit accounts
4,376
3,479
Investment services and trust income
4,348
3,711
ATM and interchange fees
2,977
2,677
Gain from investment securities, net
1
16
Loss on sales or write-downs of premises and equipment, other real estate owned and other assets, net
(
320
)
(
625
)
Other income
2,740
1,348
Total noninterest income
26,375
23,032
Noninterest expenses:
Salaries, commissions and employee benefits
57,348
48,351
Occupancy and equipment expense
7,476
6,597
Data processing
2,454
2,313
Advertising
2,148
2,487
Legal and professional fees
1,980
1,992
Amortization of core deposit and other intangibles
1,869
656
Merger and integration costs
1,447
401
Other expense
20,442
16,752
Total noninterest expense
95,164
79,549
Income before income taxes
74,152
48,832
Income tax expense
16,626
9,471
Net income applicable to FB Financial Corporation and noncontrolling interest
57,526
39,361
Net income applicable to noncontrolling interest
—
—
Net income applicable to FB Financial Corporation
$
57,526
$
39,361
Earnings per common share:
Basic
$
1.11
$
0.84
Diluted
1.10
0.84
See the accompanying notes to the consolidated financial statements.
5
FB Financial Corporation and subsidiaries
Consolidated statements of comprehensive income
(Amounts are in thousands)
(Unaudited)
Three Months Ended March 31,
2026
2025
Net income applicable to FB Financial Corporation and noncontrolling interest
$
57,526
$
39,361
Other comprehensive (loss) income, net of tax:
Net unrealized (loss) gain in available-for-sale securities, net of tax (benefit) expense of $(
900
) and
$
3,489
(
2,708
)
9,743
Reclassification adjustment for gain on securities included in net income, net of tax expense of $
4
—
(
12
)
Total other comprehensive (loss) income, net of tax
(
2,708
)
9,731
Comprehensive income applicable to FB Financial Corporation and noncontrolling interest
54,818
49,092
Comprehensive income applicable to noncontrolling interest
—
—
Comprehensive income applicable to FB Financial Corporation
$
54,818
$
49,092
See the accompanying notes to the consolidated financial statements.
6
FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Amounts are in thousands except per share amounts)
(Unaudited)
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive loss, net
Total common
shareholders’ equity
Noncontrolling interest
Total shareholders’ equity
Balance at December 31, 2024:
$
46,663
$
860,266
$
762,293
$
(
101,684
)
$
1,567,538
$
93
$
1,567,631
Net income attributable to FB Financial
Corporation and noncontrolling interest
—
—
39,361
—
39,361
—
39,361
Other comprehensive income, net of
taxes
—
—
—
9,731
9,731
—
9,731
Repurchase of common stock
(
209
)
(
9,683
)
—
—
(
9,892
)
—
(
9,892
)
Stock-based compensation expense
1
4,830
—
—
4,831
—
4,831
Restricted stock units vested, net of
taxes
19
(
460
)
—
—
(
441
)
—
(
441
)
Performance-based restricted stock
units vested, net of taxes
33
(
654
)
—
—
(
621
)
—
(
621
)
Shares issued under employee stock
purchase program
8
416
—
—
424
—
424
Dividends declared ($
0.19
per share)
—
—
(
8,969
)
—
(
8,969
)
—
(
8,969
)
Balance at March 31, 2025:
$
46,515
$
854,715
$
792,685
$
(
91,953
)
$
1,601,962
$
93
$
1,602,055
Balance at December 31, 2025:
$
51,752
$
1,082,344
$
846,620
$
(
32,551
)
$
1,948,165
$
93
$
1,948,258
Net income attributable to FB Financial
Corporation and noncontrolling interest
—
—
57,526
—
57,526
—
57,526
Other comprehensive loss, net of
taxes
—
—
—
(
2,708
)
(
2,708
)
—
(
2,708
)
Repurchase of common stock
(
427
)
(
21,408
)
—
—
(
21,835
)
—
(
21,835
)
Stock-based compensation expense
1
5,360
—
—
5,361
—
5,361
Restricted stock units vested, net of
taxes
8
(
192
)
—
—
(
184
)
—
(
184
)
Performance-based restricted stock
units vested, net of taxes
75
(
1,985
)
—
—
(
1,910
)
—
(
1,910
)
Shares issued under employee stock
purchase program
9
500
—
—
509
—
509
Dividends declared ($
0.21
per share)
—
—
(
11,051
)
—
(
11,051
)
—
(
11,051
)
Noncontrolling interest distribution
—
—
—
—
—
—
—
Balance at March 31, 2026:
$
51,418
$
1,064,619
$
893,095
$
(
35,259
)
$
1,973,873
$
93
$
1,973,966
See the accompanying notes to the consolidated financial statements.
7
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows
(Amounts are in thousands)
(Unaudited)
Three Months Ended March 31,
2026
2025
Cash flows from operating activities:
Net income applicable to FB Financial Corporation and noncontrolling interest
$
57,526
$
39,361
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets and software
3,143
2,767
Amortization of core deposit and other intangibles
1,869
656
Amortization of subordinated debt issuance costs and fair value premium, net
327
97
Capitalization of mortgage servicing rights
(
1,272
)
(
421
)
Net change in fair value of mortgage servicing rights
2,723
6,080
Stock-based compensation expense
5,361
4,831
Provision for credit losses on loans HFI
3,822
1,906
(Reversal of) provision for credit losses on unfunded commitments
(
798
)
386
Provision for mortgage loan repurchases
276
18
Accretion of discounts and premiums on acquired loans, net
(
6,297
)
(
2
)
Accretion of premiums and discounts on securities, net
(
888
)
(
609
)
Gain from investment securities, net
(
1
)
(
16
)
Originations of loans held for sale
(
325,403
)
(
271,383
)
Proceeds from sale of loans held for sale
307,313
229,175
Gain on sale and change in fair value of loans held for sale
(
9,525
)
(
8,418
)
Net loss on write-downs of premises and equipment, other real estate owned and other assets
320
625
Provision for deferred income taxes
7,125
5,100
Equity method investment loss
623
495
Earnings on bank-owned life insurance
(
1,456
)
(
446
)
Changes in:
Operating lease assets and liabilities, net
(
424
)
(
268
)
Other assets and interest receivable
9,210
12,314
Accrued expenses and other liabilities
(
22,561
)
(
38,706
)
Net cash provided by (used in) operating activities
31,013
(
16,458
)
Cash flows from investing activities:
Activity in available-for-sale securities:
Maturities, prepayments and calls
60,126
74,860
Purchases
(
101,814
)
(
103,731
)
Proceeds from sales of equity securities
156
—
Net change in loans
(
117,557
)
(
174,919
)
Net (purchases) redemptions of FHLB stock
(
251
)
515
Purchases of Federal Reserve stock
(
161
)
—
Purchases of premises and equipment
(
1,744
)
(
1,663
)
Proceeds from the sale of premises and equipment
—
1,831
Proceeds from the sale of other real estate owned
871
2,668
Proceeds from the sale of other assets
430
243
Proceeds from bank-owned life insurance
2,837
550
Net cash used in investing activities
(
157,107
)
(
199,646
)
8
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows (continued)
(Amounts are in thousands)
(Unaudited)
Three Months Ended March 31,
2026
2025
Cash flows from financing activities:
Net increase (decrease) in deposits
$
166,874
$
(
8,436
)
Net decrease in securities sold under agreements to repurchase and federal funds
purchased
(
4,367
)
(
3,712
)
Stock-based compensation withholding payments
(
2,094
)
(
1,062
)
Net proceeds from sale of common stock under employee stock purchase program
509
424
Repurchase of common stock
(
21,835
)
(
9,892
)
Dividends paid on common stock
(
10,867
)
(
8,865
)
Dividend equivalent payments made upon vesting of equity compensation
(
258
)
(
135
)
Net cash provided by (used in) financing activities
127,962
(
31,678
)
Net change in cash and cash equivalents
1,868
(
247,782
)
Cash and cash equivalents at beginning of the period
1,155,895
1,042,488
Cash and cash equivalents at end of the period
$
1,157,763
$
794,706
Supplemental cash flow information:
Interest paid
$
76,823
$
77,434
Taxes paid, net of refunds
234
(
8,761
)
Supplemental noncash disclosures:
Transfers from loans HFI to other real estate owned
$
1,277
$
2,067
Transfers from loans HFI to other assets
1,163
1,471
Transfers from loans HFI to loans held for sale
—
968
Transfers from loans held for sale to loans HFI
1,820
1,379
Loans HFI provided for sales of other assets
436
675
Increase (decrease) in rebooked GNMA loans under optional repurchase program
4,488
(
4,205
)
Dividends declared not paid on restricted stock units and performance stock units
184
104
Right-of-use assets obtained in exchange for operating lease liabilities
364
301
See the accompanying notes to the consolidated financial statements.
9
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (1)—
Basis of presentation
Overview and presentation
FB Financial Corporation is a financial holding company headquartered in Nashville, Tennessee. The Company operates primarily through its wholly-owned subsidiary bank, FirstBank and its subsidiaries. As of March 31, 2026, the Bank had
90
full-service branches throughout Tennessee, Alabama, Kentucky and Georgia, and provided commercial and consumer banking services to the Asheville, North Carolina market.
The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with U.S. GAAP interim reporting requirements and general banking industry guidelines, and therefore, do not include all information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K.
The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported results of operations for the reporting periods and the related disclosures. Although management’s estimates contemplate current conditions and how they are expected to change in the future, it is reasonably possible that actual conditions could vary from those anticipated, which could cause the Company’s financial condition and results of operations to vary significantly from those estimates.
Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholders’ equity.
Earnings per common share
Basic EPS excludes dilution and is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares issuable under stock-based compensation plans where securities have been granted but are not yet vested and distributable. Diluted EPS is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding for the period, plus an incremental number of common-equivalent shares computed using the treasury stock method.
10
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following is a summary of the basic and diluted earnings per common share calculations for each of the periods presented:
Three Months Ended March 31,
2026
2025
Basic earnings per common share:
Earnings available to common shareholders
$
57,526
$
39,361
Weighted average basic shares outstanding
51,724,458
46,674,698
Basic earnings per common share
$
1.11
$
0.84
Diluted earnings per common share:
Earnings available to common shareholders
$
57,526
$
39,361
Weighted average basic shares outstanding
51,724,458
46,674,698
Weighted average diluted shares contingently issuable
(1)
479,011
349,513
Weighted average diluted shares outstanding
52,203,469
47,024,211
Diluted earnings per common share
$
1.10
$
0.84
(1) Excludes
130,037
restricted stock units outstanding considered to be antidilutive for the three months ended March 31, 2026. There were
no
such restricted units outstanding for the three months ended March 31, 2025.
Recently adopted accounting standards:
The Company did not adopt any new accounting standards that were not disclosed in the Company's 2025 audited consolidated financial statements included on Form 10-K.
Newly issued not yet effective accounting standards:
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update is intended to provide investors more detailed disclosures around specific types of expenses. This ASU requires certain details for expenses presented on the face of the consolidated statements of income as well as selling expenses to be presented in the notes to the consolidated financial statements. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is evaluating the impact this will have on the Company's consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-08, “Financial Instruments – Credit Losses (Topic 326): Purchased Loans.” Under Topic 326, when loans are purchased the acquirer is required to make a determination as to which loans are PCD and which are non-PCD. PCD loans are then accounted for using the gross-up approach, which requires the recognition of an ACL for the estimate of credit losses at acquisition date by recording an offsetting gross-up adjustment to the purchase price of the acquired financial asset. Under this amendment, the gross-up approach is expanded and applied to non-PCD loans (except credit cards) that are deemed to be seasoned. A purchased seasoned loan is defined as a loan (excluding credit cards) that is acquired without credit deterioration and acquired either through a business combination transaction, or acquired at least 90 days after origination where the acquirer was not involved in the origination of the loan. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments are to be applied prospectively to loans that are acquired on or after the initial application date and early adoption is permitted in an interim or annual reporting period. The Company did not early adopt this amendment for the Southern States merger, but may consider early adoption of this update prior to its required effective date.
In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” The objective of this update is to more closely align hedge accounting with the economics of an entity’s risk management activities. The update addresses five specific issues with the intent to better reflect hedging strategies with financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. While not currently applicable, as the Company does not have any hedging activity, the Company is evaluating the impact this will have on the Company's consolidated financial statements and related disclosures should hedging activities occur.
11
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Subsequent events
The Company has evaluated, for consideration of recognition or disclosure, subsequent events that occurred through the date of issuance of these financial statements. The Company has determined that there were no subsequent events that occurred after March 31, 2026, but prior to the issuance of these financial statements that would have a material impact on the Company’s consolidated financial statements.
Note (2)—
Mergers and acquisitions:
On July 1, 2025, the Company completed its merger with Southern States Bancshares, Inc. and its wholly-owned subsidiary, Southern States Bank, with FB Financial Corporation continuing as the surviving entity. After consolidating duplicative locations, the merger added
13
branches and expanded the Company’s footprint in Alabama and Georgia. The Company transferred consideration of $
368,028
through a combination of the issuance of
8,124,241
shares of common stock and payment of $
327
in cash to settle outstanding stock options and cash in lieu of fractional shares. As a result of the merger, the Company added total assets of $
2,830,374
, total loans of $
2,267,305
and total deposits of $
2,468,530
.
The merger with Southern States Bancshares, Inc. was accounted for pursuant to ASC 805, “Business Combinations”. Accordingly, the purchase price of the merger was allocated to the acquired assets and liabilities assumed based on fair values as of July 1, 2025. The excess of the purchase price over the net assets acquired was recorded as goodwill. As of March 31, 2026, the Company finalized its valuation of all assets acquired and liabilities assumed.
Goodwill of $
107,792
was recorded in connection with the transaction. The goodwill is not deductible for income tax purposes. Goodwill is included in the Banking segment as substantially all of the operations resulting from the merger with Southern States are in alignment with the Company’s banking business.
The Company recognized a core deposit intangible of $
30,820
and is amortizing the intangible asset over its estimated useful life of
10
years using the sum of years digits method.
The Company incurred $
1,447
in merger expenses during the three months ended March 31, 2026 in connection with this transaction. These expenses are primarily comprised of legal and professional fees, severance and other employee-related costs, and costs associated with branch consolidation, conversion and integration activities. Additional merger-related and integration costs will be expensed in future periods as incurred.
The following table presents an allocation of the consideration to net assets acquired:
Purchase Price:
Net shares issued
8,124,241
Purchase price per share on June 30, 2025
$
45.30
Value of stock consideration
$
368,028
Cash consideration for outstanding stock options and fractional shares
327
Total purchase price
$
368,355
Fair value of net assets acquired
260,563
Goodwill resulting from merger
$
107,792
12
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Net assets acquired
The following table summarizes the fair values of assets acquired and liabilities assumed as of the merger date:
As of July 1, 2025
Southern States Bancshares, Inc.
ASSETS
Cash and cash equivalents
$
370,474
Investments
38,175
Loans held for sale, at fair value
756
Loans HFI
2,266,549
Allowance for credit losses on PCD loans
(
7,518
)
Premises and equipment
37,016
Bank-owned life insurance
39,971
Core deposit intangible
30,820
Other assets
54,131
Total assets
$
2,830,374
LIABILITIES
Deposits:
Noninterest-bearing
$
562,479
Interest-bearing checking
102,666
Money market and savings
1,161,832
Customer time deposits
515,120
Brokered and internet time deposits
126,433
Total deposits
2,468,530
Borrowings
83,008
Accrued expenses and other liabilities
18,273
Total liabilities assumed
2,569,811
Net assets acquired
$
260,563
Purchased credit-deteriorated loans
Under the CECL methodology, the Company is required to determine whether purchased loans held for investment have experienced more-than-insignificant deterioration in credit quality since origination, and, if so, the loan is classified as a PCD loan. Loans that have experienced this level of deterioration in credit quality are subject to special accounting at initial recognition and measurement. The Company initially measures the amortized cost of a PCD loan by adding the acquisition date estimate of expected credit losses to the loan’s purchase price (i.e. the “gross up” approach). There is no provision for credit loss recognized upon acquisition of a PCD loan because the initial allowance is established through gross-up of the loans’ amortized cost.
The Company determined that
17.0
% of the Southern States loan portfolio had more-than-insignificant deterioration in credit quality since origination as of the merger date. These PCD loans were primarily loans that were either delinquent, in nonaccrual status or otherwise exhibited signs of credit deterioration prior to the merger.
As of July 1, 2025
Southern States Bancshares, Inc.
Purchased credit-deteriorated loans
Principal balance
$
402,735
Allowance for credit losses at acquisition
(
7,518
)
Net discount attributable to other factors
(
10,381
)
Loans purchased credit-deteriorated fair value
$
384,836
Loans recognized through acquisition that have not experienced more-than-insignificant credit deterioration since origination (non-PCD loans) are initially recognized at the purchase price. Expected credit losses are measured under CECL through the provision for credit losses. The Company recorded provisions for credit losses in the amounts of $
25,123
as of July 1, 2025 in the statement of income related to estimated credit losses on non-PCD loans from Southern States. Additionally, the Company estimates expected credit losses for off-balance sheet loan commitments that are not accounted for as derivatives. The Company recorded an increase in provision for credit losses on unfunded commitments of $
3,243
.
13
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Pro forma financial information (unaudited)
The results of operations of Southern States have been included in the Company’s consolidated financial statements prospectively beginning on July 1, 2025. The Company has determined it is impractical to disclose stand-alone revenues and earnings for legacy Southern States subsequent to the merger date, due to the merging of certain processes and converting of operational systems during the third quarter of 2025.
The following unaudited pro forma condensed consolidated financial information presents the results of operations for the three months ended March 31, 2025, as though the Southern States merger had been completed as of January 1, 2024. The unaudited pro forma information combines the historical results of Southern States with the Company’s previously reported financial results, applies the impact of purchase accounting adjustments from the merger, as well as subsequent recognition of those purchase accounting adjustments, such as accretion from purchased loans, amortization from purchased deposits and debt and amortization of certain acquired intangible assets as if the merger was completed as of January 1, 2024, and excludes $
28,366
of initial provision expense for credit losses on acquired loans and unfunded commitments from the third quarter of 2025 and instead includes such expenses in the first quarter of 2024. Merger expenses are reflected in the period in which they were incurred. The pro forma information presented below is hypothetical and is not intended to be indicative of the results of operations that would have occurred had the transaction been effective as of the assumed date. Additionally, these results do not include any effect of cost-saving or revenue-enhancing strategies.
Three Months Ended March 31,
2025
Net interest income
$
135,957
Total revenues
160,642
Net income applicable to FB Financial Corporation
51,247
14
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (3)—
Investment securities
The following tables summarize the amortized cost, allowance for credit losses and fair value of the AFS debt securities and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive loss, net at March 31, 2026 and December 31, 2025:
March 31, 2026
Amortized cost
Gross unrealized gains
Gross unrealized losses
Allowance for credit losses on investments
Fair Value
Investment Securities
AFS debt securities
U.S. government agency securities
$
715,014
$
384
$
(
1,488
)
$
—
$
713,910
Mortgage-backed securities - residential
629,367
934
(
31,121
)
—
599,180
Mortgage-backed securities - commercial
11,153
—
(
521
)
—
10,632
Municipal securities
185,693
392
(
20,052
)
—
166,033
U.S. Treasury securities
7,115
—
(
23
)
—
7,092
Corporate securities
1,700
—
—
—
1,700
Total
$
1,550,042
$
1,710
$
(
53,205
)
$
—
$
1,498,547
December 31, 2025
Amortized cost
Gross unrealized gains
Gross unrealized losses
Allowance for credit losses on investments
Fair Value
Investment Securities
AFS debt securities
U.S. government agency securities
$
672,110
$
163
$
(
2,185
)
$
—
$
670,088
Mortgage-backed securities - residential
631,104
897
(
29,681
)
—
602,320
Mortgage-backed securities - commercial
11,164
—
(
486
)
—
10,678
Municipal securities
185,000
683
(
17,313
)
—
168,370
U.S. Treasury securities
7,088
37
—
—
7,125
Corporate securities
1,000
—
(
2
)
—
998
Total
$
1,507,466
$
1,780
$
(
49,667
)
$
—
$
1,459,579
The components of amortized cost for AFS debt securities on the consolidated balance sheets exclude accrued interest receivable as the Company has elected to present accrued interest receivable separately on the consolidated balance sheets. As of March 31, 2026 and December 31, 2025, total accrued interest receivable on AFS debt securities was $
5,124
and $
5,101
, respectively.
AFS debt securities pledged at March 31, 2026 and December 31, 2025 had carrying amounts of $
861,365
and $
810,579
, respectively, and were pledged to secure public deposits and repurchase agreements.
Within AFS debt securities, there were no aggregate holdings of any single issuer, other than U.S. Government sponsored enterprises, in an amount greater than 10% of shareholders’ equity during any period presented.
AFS debt securities transactions are recorded as of the trade date. At both March 31, 2026 and December 31, 2025, there were
no
trade date receivables nor payables that related to sales or purchases settled after period end.
15
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following tables show gross unrealized losses on AFS debt securities for which an allowance for credit losses has
no
t been recorded at March 31, 2026 and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
March 31, 2026
Less than 12 months
12 months or more
Total
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
U.S. government agency securities
$
198,900
$
(
285
)
$
268,808
$
(
1,203
)
$
467,708
$
(
1,488
)
Mortgage-backed securities - residential
198,549
(
1,517
)
157,299
(
29,604
)
355,848
(
31,121
)
Mortgage-backed securities - commercial
1,897
(
37
)
8,735
(
484
)
10,632
(
521
)
Municipal securities
22,346
(
241
)
120,285
(
19,811
)
142,631
(
20,052
)
U.S. Treasury securities
7,092
(
23
)
—
—
7,092
(
23
)
Corporate securities
—
—
—
—
—
—
Total
$
428,784
$
(
2,103
)
$
555,127
$
(
51,102
)
$
983,911
$
(
53,205
)
December 31, 2025
Less than 12 months
12 months or more
Total
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
Fair Value
Gross Unrealized Loss
U.S. government agency securities
$
274,195
$
(
500
)
$
275,887
$
(
1,685
)
$
550,082
$
(
2,185
)
Mortgage-backed securities - residential
97,187
(
567
)
207,127
(
29,114
)
304,314
(
29,681
)
Mortgage-backed securities - commercial
1,898
(
9
)
8,780
(
477
)
10,678
(
486
)
Municipal securities
4,012
(
2
)
133,213
(
17,311
)
137,225
(
17,313
)
Corporate securities
—
—
998
(
2
)
998
(
2
)
Total
$
377,292
$
(
1,078
)
$
626,005
$
(
48,589
)
$
1,003,297
$
(
49,667
)
As of March 31, 2026 and December 31, 2025, the Company’s AFS debt securities portfolio consisted of
330
and
324
individual securities,
235
and
209
of which were in an unrealized loss position, respectively.
The Company has historically not recorded any credit losses in AFS debt securities as the majority of the investment portfolio was either government guaranteed, an issuance of a government sponsored entity or highly rated by major credit rating agencies. Municipal debt securities with market values below amortized cost at March 31, 2026 and December 31, 2025 were reviewed for material credit events and/or rating downgrades with individual credit reviews performed. The issuers of these municipal debt securities continue to make timely principal and interest payments under the contractual terms of the securities and the issuers will continue to be observed as a part of the Company’s ongoing credit monitoring. As such, as of March 31, 2026 and December 31, 2025, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Further, it is not likely that the Company will be required to sell these securities before recovery of their amortized cost basis. Therefore, no allowance for credit losses was recognized on AFS debt securities as of March 31, 2026 or December 31, 2025. Periodically, AFS debt securities may be sold, or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates.
16
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The amortized cost and fair value of AFS debt securities by contractual maturity as of March 31, 2026 and December 31, 2025 are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
March 31,
December 31,
2026
2025
Available-for-sale
Available-for-sale
Amortized cost
Fair Value
Amortized cost
Fair Value
Due in one year or less
$
1,388
$
204
$
205
$
204
Due in one to five years
13,015
14,144
12,467
12,474
Due in five to ten years
339,179
335,973
330,850
328,456
Due in over ten years
555,940
538,414
521,676
505,447
909,522
888,735
865,198
846,581
Mortgage-backed securities - residential
629,367
599,180
631,104
602,320
Mortgage-backed securities - commercial
11,153
10,632
11,164
10,678
Total AFS debt securities
$
1,550,042
$
1,498,547
$
1,507,466
$
1,459,579
Sales and other dispositions of AFS debt securities were as follows:
Three Months Ended March 31,
2026
2025
Proceeds from sales
$
—
$
—
Proceeds from maturities, prepayments and calls
60,126
74,860
Gross realized gains
—
16
Gross realized losses
—
—
Equity Securities
Equity securities, at fair value
As of December 31, 2025, the Company held $
155
in marketable equity securities recorded at fair value. There were
no
such securities as of March 31, 2026.
The change in the fair value of equity securities recorded at fair value resulted in a net gain of $
1
for the three months ended March 31, 2026. There were
no
such amounts recognized for the three months ended March 31, 2025.
Restricted equity securities, at cost
The table below represents the Company’s restricted equity securities held at cost as of March 31, 2026 and December 31, 2025.
March 31,
December 31,
2026
2025
Federal Reserve Bank stock
$
45,389
$
45,227
FHLB stock
32,651
32,401
First National Banker's Bankshares, Inc. stock
1,168
1,168
Pacific Coast Banker's Bank stock
250
250
Total restricted equity securities, at cost
$
79,458
$
79,046
Equity securities without readily determinable market value
The Company held equity securities without a readily determinable market value included in other assets on the consolidated balance sheets with carrying amounts of $
29,872
and $
32,038
at March 31, 2026 and December 31, 2025, respectively.
17
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Equity method investment
The Company holds equity securities of a privately held entity which originates manufactured housing loans through utilization of its proprietary technology. As of March 31, 2026 and December 31, 2025, the Company has the ability to exercise significant influence over this entity and therefore accounts for these equity securities under the equity method. Under this method, the carrying value of the investment is adjusted to reflect the Company’s proportionate share of the investee's profit or loss. This investment is reported in other assets on the consolidated balance sheets with carrying amounts of $
16,988
and $
17,611
as of March 31, 2026 and December 31, 2025, respectively. The Company’s investment includes a basis difference of $
17,103
, which is accounted for as equity method goodwill.
Note (4)—
Loans and allowance for credit losses on loans HFI
Loans outstanding as of March 31, 2026 and December 31, 2025, by class of financing receivable are as follows:
March 31,
December 31,
2026
2025
Commercial and industrial
$
2,239,228
$
2,181,935
Construction
1,177,082
1,188,494
Residential real estate:
1-to-4 family mortgage
1,856,308
1,838,122
Residential line of credit
768,190
741,309
Multi-family mortgage
716,795
745,360
Commercial real estate:
Owner-occupied
2,204,731
2,148,870
Non-owner occupied
2,869,759
2,900,499
Consumer and other
671,722
639,037
Gross loans
12,503,815
12,383,626
Less: Allowance for credit losses on loans HFI
(
186,324
)
(
185,983
)
Net loans
$
12,317,491
$
12,197,643
As of March 31, 2026 and December 31, 2025, $
971,069
and $
988,111
, respectively, of qualifying residential mortgage loans (including loans held for sale) and $
2,842,848
and $
2,829,765
, respectively, of qualifying commercial mortgage loans were pledged to the FHLB system securing advances against the Bank’s line of credit. Additionally, as of March 31, 2026 and December 31, 2025, qualifying commercial and industrial, construction and consumer loans, of $
2,941,810
and $
2,879,586
, respectively, were pledged to the Federal Reserve under the Borrower-in-Custody program.
The amortized cost of loans HFI on the consolidated balance sheets exclude accrued interest receivable as the Company presents accrued interest receivable separately on the consolidated balance sheets. As of March 31, 2026 and December 31, 2025, accrued interest receivable on loans HFI amounted to $
51,289
and $
50,140
, respectively.
18
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Credit Quality - Commercial Type Loans
The Company categorizes commercial loan types into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans that share similar risk characteristics collectively. Loans that do not share similar risk characteristics may be evaluated individually.
The Company uses the following definitions for risk ratings:
Pass.
Loans rated Pass include those that are adequately collateralized performing loans which management believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes commercial loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category.
Special Mention.
Loans rated Special Mention are those that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Management does not believe there will be a loss of principal or interest. These loans require intensive servicing and may possess more than normal credit risk.
Classified.
Loans included in the Classified category include loans rated as Substandard and Doubtful. Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful loans have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weakness or weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable.
Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes.
19
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following tables present the credit quality of the Company’s commercial type loan portfolio as of March 31, 2026 and December 31, 2025 and the gross charge-offs for the three months ended March 31, 2026 and the year ended December 31, 2025 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.
As of and for the three months
ended March 31, 2026
2026
2025
2024
2023
2022
Prior
Revolving Loans Amortized Cost Basis
Total
Commercial and industrial
Pass
$
110,356
$
260,928
$
173,540
$
179,701
$
103,111
$
142,737
$
1,168,372
$
2,138,745
Special Mention
268
609
2,194
5,321
5,884
6,725
25,495
46,496
Classified
1,459
193
2,110
3,152
1,241
6,495
39,337
53,987
Total
112,083
261,730
177,844
188,174
110,236
155,957
1,233,204
2,239,228
Current-period gross
charge-offs
—
75
51
233
400
862
547
2,168
Construction
Pass
102,684
361,819
184,327
24,915
113,035
118,928
215,715
1,121,423
Special Mention
—
825
—
73
3,735
352
—
4,985
Classified
—
—
87
3,349
17,857
29,381
—
50,674
Total
102,684
362,644
184,414
28,337
134,627
148,661
215,715
1,177,082
Current-period gross
charge-offs
—
—
62
—
142
—
—
204
Residential real estate:
Multi-family mortgage
Pass
598
48,688
29,503
37,430
253,972
313,265
22,882
706,338
Special Mention
—
—
—
—
—
—
—
—
Classified
—
—
—
—
2,829
7,628
—
10,457
Total
598
48,688
29,503
37,430
256,801
320,893
22,882
716,795
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
70,424
355,390
308,695
207,065
328,948
750,646
117,589
2,138,757
Special Mention
—
790
399
10,129
5,874
18,356
8,036
43,584
Classified
—
—
1,624
4,785
7,376
7,751
854
22,390
Total
70,424
356,180
310,718
221,979
342,198
776,753
126,479
2,204,731
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Non-owner occupied
Pass
127,226
293,396
208,696
125,926
681,927
1,254,723
121,184
2,813,078
Special Mention
—
—
10,349
—
5,910
29,920
—
46,179
Classified
—
—
1,171
1,008
2,316
6,007
—
10,502
Total
127,226
293,396
220,216
126,934
690,153
1,290,650
121,184
2,869,759
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Total commercial loan types
Pass
411,288
1,320,221
904,761
575,037
1,480,993
2,580,299
1,645,742
8,918,341
Special Mention
268
2,224
12,942
15,523
21,403
55,353
33,531
141,244
Classified
1,459
193
4,992
12,294
31,619
57,262
40,191
148,010
Total
$
413,015
$
1,322,638
$
922,695
$
602,854
$
1,534,015
$
2,692,914
$
1,719,464
$
9,207,595
Current-period gross
charge-offs
$
—
$
75
$
113
$
233
$
542
$
862
$
547
$
2,372
20
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
As of and for the year ended
December 31, 2025
2025
2024
2023
2022
2021
Prior
Revolving Loans Amortized Cost Basis
Total
Commercial and industrial
Pass
$
272,440
$
198,802
$
195,571
$
99,265
$
43,851
$
108,067
$
1,162,291
$
2,080,287
Special Mention
64
1,934
5,223
5,911
1,052
7,634
20,994
42,812
Classified
255
2,138
419
14,972
300
6,981
33,771
58,836
Total
272,759
202,874
201,213
120,148
45,203
122,682
1,217,056
2,181,935
Current-period gross
charge-offs
—
—
54
—
—
2,478
604
3,136
Construction
Pass
343,056
201,130
36,715
171,803
71,877
74,429
221,953
1,120,963
Special Mention
—
396
3,167
9,456
10,108
—
—
23,127
Classified
—
152
3,351
21,303
230
5,451
13,917
44,404
Total
343,056
201,678
43,233
202,562
82,215
79,880
235,870
1,188,494
Current-period gross
charge-offs
—
—
—
—
—
399
—
399
Residential real estate:
Multi-family mortgage
Pass
65,268
34,872
38,022
234,272
196,870
144,904
22,953
737,161
Special Mention
—
—
—
—
—
—
—
—
Classified
—
—
—
569
7,613
17
—
8,199
Total
65,268
34,872
38,022
234,841
204,483
144,921
22,953
745,360
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
356,246
309,181
199,470
335,067
266,328
517,046
124,340
2,107,678
Special Mention
—
403
4,407
1,351
6,183
14,256
239
26,839
Classified
—
1,622
1,024
7,389
100
3,182
1,036
14,353
Total
356,246
311,206
204,901
343,807
272,611
534,484
125,615
2,148,870
Current-period gross
charge-offs
—
—
—
—
—
17
—
17
Non-owner occupied
Pass
297,096
237,840
144,572
714,151
558,116
788,545
122,713
2,863,033
Special Mention
—
10,341
—
6,135
4,568
6,018
—
27,062
Classified
—
1,167
1,008
2,249
4,602
1,378
—
10,404
Total
297,096
249,348
145,580
722,535
567,286
795,941
122,713
2,900,499
Current-period gross
charge-offs
—
—
—
—
—
—
—
—
Total commercial loan types
Pass
1,334,106
981,825
614,350
1,554,558
1,137,042
1,632,991
1,654,250
8,909,122
Special Mention
64
13,074
12,797
22,853
21,911
27,908
21,233
119,840
Classified
255
5,079
5,802
46,482
12,845
17,009
48,724
136,196
Total
$
1,334,425
$
999,978
$
632,949
$
1,623,893
$
1,171,798
$
1,677,908
$
1,724,207
$
9,165,158
Current-period gross
charge-offs
$
—
$
—
$
54
$
—
$
—
$
2,894
$
604
$
3,552
21
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Credit Quality - Consumer Type Loans
For consumer and residential loan classes, the Company primarily evaluates credit quality based on delinquency and accrual status of the loan, credit documentation and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality. Nonperforming loans include loans that are no longer accruing interest (nonaccrual loans) and loans past due ninety or more days and still accruing interest.
The following tables present the credit quality by classification of the Company’s consumer type loan portfolio as of March 31, 2026 and December 31, 2025 and the gross charge-offs for the three months ended March 31, 2026 and the year ended December 31, 2025 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.
As of and for the three months
ended March 31, 2026
2026
2025
2024
2023
2022
Prior
Revolving Loans Amortized Cost Basis
Total
Residential real estate:
1-to-4 family mortgage
Performing
$
119,206
$
311,546
$
205,642
$
132,712
$
399,282
$
657,764
$
—
$
1,826,152
Nonperforming
—
901
1,165
960
7,952
19,178
—
30,156
Total
119,206
312,447
206,807
133,672
407,234
676,942
—
1,856,308
Current-period gross
charge-offs
—
—
6
17
324
58
—
405
Residential line of credit
Performing
—
—
—
—
—
—
766,180
766,180
Nonperforming
—
—
—
—
—
—
2,010
2,010
Total
—
—
—
—
—
—
768,190
768,190
Current-period gross
charge-offs
—
—
—
—
—
—
23
23
Consumer and other
Performing
31,776
170,801
145,231
77,806
65,906
154,208
4,944
650,672
Nonperforming
—
2,106
4,498
3,473
1,715
9,258
—
21,050
Total
31,776
172,907
149,729
81,279
67,621
163,466
4,944
671,722
Current-period gross
charge-offs
202
508
103
62
117
241
—
1,233
Total consumer type loans
Performing
150,982
482,347
350,873
210,518
465,188
811,972
771,124
3,243,004
Nonperforming
—
3,007
5,663
4,433
9,667
28,436
2,010
53,216
Total
$
150,982
$
485,354
$
356,536
$
214,951
$
474,855
$
840,408
$
773,134
$
3,296,220
Current-period gross
charge-offs
$
202
$
508
$
109
$
79
$
441
$
299
$
23
$
1,661
22
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
As of and for the year ended
December 31, 2025
2025
2024
2023
2022
2021
Prior
Revolving Loans Amortized Cost Basis
Total
Residential real estate:
1-to-4 family mortgage
Performing
$
333,641
$
219,642
$
154,059
$
408,746
$
339,076
$
350,453
$
—
$
1,805,617
Nonperforming
520
1,063
1,274
10,396
6,853
12,399
—
32,505
Total
334,161
220,705
155,333
419,142
345,929
362,852
—
1,838,122
Prior-period gross
charge-offs
—
—
3
—
—
1,123
—
1,126
Residential line of credit
Performing
—
—
—
—
—
—
739,295
739,295
Nonperforming
—
—
—
—
—
—
2,014
2,014
Total
—
—
—
—
—
—
741,309
741,309
Prior-period gross
charge-offs
—
—
—
—
—
—
—
—
Consumer and other
Performing
149,560
153,638
80,874
68,023
30,289
128,726
5,874
616,984
Nonperforming
1,689
4,716
4,006
2,033
3,103
6,505
1
22,053
Total
151,249
158,354
84,880
70,056
33,392
135,231
5,875
639,037
Prior-period gross
charge-offs
2,101
110
76
104
86
1,715
4
4,196
Total consumer type loans
Performing
483,201
373,280
234,933
476,769
369,365
479,179
745,169
3,161,896
Nonperforming
2,209
5,779
5,280
12,429
9,956
18,904
2,015
56,572
Total
$
485,410
$
379,059
$
240,213
$
489,198
$
379,321
$
498,083
$
747,184
$
3,218,468
Prior-period gross
charge-offs
$
2,101
$
110
$
79
$
104
$
86
$
2,838
$
4
$
5,322
Nonaccrual and Past Due Loans
The following tables represent an analysis of the aging by class of financing receivable as of March 31, 2026 and December 31, 2025:
March 31, 2026
30-89 days
past due and accruing
interest
90 days or
more and accruing
interest
Nonaccrual
loans
Loans current
on payments
and accruing
interest
Total
Commercial and industrial
$
17,205
$
227
$
6,418
$
2,215,378
$
2,239,228
Construction
13,441
93
30,478
1,133,070
1,177,082
Residential real estate:
1-to-4 family mortgage
27,272
19,653
10,503
1,798,880
1,856,308
Residential line of credit
2,892
500
1,510
763,288
768,190
Multi-family mortgage
—
—
8,178
708,617
716,795
Commercial real estate:
Owner occupied
5,529
113
14,970
2,184,119
2,204,731
Non-owner occupied
3,305
—
5,781
2,860,673
2,869,759
Consumer and other
16,784
6,599
14,451
633,888
671,722
Total
$
86,428
$
27,185
$
92,289
$
12,297,913
$
12,503,815
23
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
December 31, 2025
30-89 days
past due and accruing
interest
90 days or
more and accruing
interest
Nonaccrual
loans
Loans current on payments and accruing interest
Total
Commercial and industrial
$
3,068
$
84
$
6,289
$
2,172,494
$
2,181,935
Construction
2,435
—
34,208
1,151,851
1,188,494
Residential real estate:
1-to-4 family mortgage
28,957
23,742
8,763
1,776,660
1,838,122
Residential line of credit
2,921
799
1,215
736,374
741,309
Multi-family mortgage
2,788
—
8,199
734,373
745,360
Commercial real estate:
Owner occupied
4,961
—
10,606
2,133,303
2,148,870
Non-owner occupied
1,932
—
4,514
2,894,053
2,900,499
Consumer and other
19,744
8,126
13,927
597,240
639,037
Total
$
66,806
$
32,751
$
87,721
$
12,196,348
$
12,383,626
The following tables provide the amortized cost basis of loans on nonaccrual status, as well as any related allowance as of March 31, 2026 and December 31, 2025 by class of financing receivable.
March 31, 2026
Nonaccrual
with no
related
allowance
Nonaccrual
with
related
allowance
Commercial and industrial
$
—
$
6,418
Construction
9,875
20,603
Residential real estate:
1-to-4 family mortgage
—
10,503
Residential line of credit
—
1,510
Multi-family mortgage
7,613
565
Commercial real estate:
Owner occupied
5,396
9,574
Non-owner occupied
3,204
2,577
Consumer and other
—
14,451
Total
$
26,088
$
66,201
December 31, 2025
Nonaccrual
with no
related
allowance
Nonaccrual
with
related
allowance
Commercial and industrial
$
862
$
5,427
Construction
14,617
19,591
Residential real estate:
1-to-4 family mortgage
—
8,763
Residential line of credit
—
1,215
Multi-family mortgage
7,613
586
Commercial real estate:
Owner occupied
1,095
9,511
Non-owner occupied
2,032
2,482
Consumer and other
—
13,927
Total
$
26,219
$
61,502
24
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following presents interest income recognized on nonaccrual loans for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
2025
Commercial and industrial
$
26
$
3
Construction
—
6
Residential real estate:
1-to-4 family mortgage
4
—
Residential line of credit
22
7
Multi-family mortgage
—
—
Commercial real estate:
Owner occupied
52
8
Non-owner occupied
13
—
Consumer and other
7
4
Total
$
124
$
28
Accrued interest receivable written off as an adjustment to interest income amounted to $
245
and $
287
for the three months ended March 31, 2026 and 2025, respectively.
Loan Modifications to Borrowers Experiencing Financial Difficulty
Occasionally, the Company may make certain modifications of loans to borrowers experiencing financial difficulty. These modifications may be in the form of an interest rate reduction, a term extension, principal forgiveness, payment deferral or a combination thereof. Upon the Company’s determination that a modified loan has subsequently been deemed uncollectible, the portion of the loan deemed uncollectible is charged off against the allowance for credit losses on loans HFI. The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Tables within this section exclude loans that were paid off or are otherwise no longer in the loan portfolio as of period end.
25
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following table presents the amortized cost of FDM loans as of March 31, 2026 and 2025 by type of concession granted that were modified during the three months ended March 31, 2026 and 2025.
Term Extension
Payment deferral
Interest Rate Reduction
Combination
(1)
Total
% of total class of financing receivables
Three Months Ended March 31, 2026
Commercial and industrial
$
7,616
$
1,459
$
—
$
649
$
9,724
0.4
%
Construction
13,837
—
—
—
13,837
1.2
%
Residential real estate:
1-to-4 family mortgage
955
—
—
160
1,115
0.1
%
Consumer and other
35
—
—
—
35
—
%
Total
$
22,443
$
1,459
$
—
$
809
$
24,711
0.2
%
Three Months Ended March 31, 2025
Commercial and industrial
$
152
$
—
$
—
$
—
$
152
—
%
Construction
539
—
—
—
539
0.1
%
Residential real estate:
1-to-4 family mortgage
—
—
—
85
85
—
%
Commercial real estate:
Owner occupied
—
143
—
—
143
—
%
Consumer and other
—
—
—
63
63
—
%
Total
$
691
$
143
$
—
$
148
$
982
—
%
(1)
Includes FDM loans modified with a combination of term extension, payment deferral and interest rate reduction modifications.
The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty:
Three Months Ended March 31, 2026
Weighted average term extension
(in months)
Weighted average payment deferral
(in months)
Weighted average interest rate reduction
Commercial and industrial
6
36
0.50
%
Construction
12
—
—
%
Residential real estate:
1-to-4 family mortgage
62
0
1.76
%
Commercial real estate:
Consumer and other
20
—
—
%
Three Months Ended March 31, 2025
Weighted average term extension
(in months)
Weighted average payment deferral
(in months)
Weighted average interest rate reduction
Commercial and industrial
36
—
—
%
Construction
6
—
—
%
Residential real estate:
1-to-4 family mortgage
62
—
2.25
%
Commercial real estate:
Owner occupied
—
—
2.50
%
Consumer and other
13
—
2.00
%
For FDM loans, a subsequent payment default is defined as the earlier of the FDM loans being placed on nonaccrual status or reaching 30 days past due with respect to principal and/or interest payments.
26
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following tables depict loans that defaulted during the three months ended March 31, 2026 that were previously modified in the prior 12 months:
Three Months Ended March 31, 2026
Term Extension
Payment deferral
Interest Rate Reduction
Combination
(1)
Commercial and industrial
$
3
$
1,955
$
—
$
—
Construction
$
—
$
—
$
—
$
3,305
Residential real estate:
1-to-4 family mortgage
1,627
1,137
—
—
Commercial real estate:
Non-owner occupied
—
4,606
—
—
Consumer and other
—
—
—
97
(1)
Includes FDM loans modified with a combination of term extension, payment deferral and interest rate reduction modifications.
During the three months ended March 31, 2025, consumer and other loans of $
14
defaulted that were previously modified in the prior 12 months by receiving a term extension. In addition, during the three months ended March 31, 2025, 1-to-4 family mortgage residential real estate loans of $
626
defaulted that were previously modified in the prior 12 months by receiving a combination of payment deferral and term extension. At March 31, 2026 and 2025, the Company did not have any material commitments to lend additional funds to borrowers whose loans were classified as a FDM loan.
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.
The tables below depict the performance of loans HFI as of March 31, 2026 and 2025 made to borrowers experiencing financial difficulty that were modified in the prior 12 months.
March 31, 2026
30-89 days
past due and accruing
interest
90 days or
more and accruing
interest
Nonaccrual
loans
(1)
Loans current
on payments
and accruing
interest
Total
Commercial and industrial
$
—
$
—
$
1,955
$
11,077
$
13,032
Construction
—
—
17,142
—
17,142
Residential real estate:
1-to-4 family mortgage
2,765
—
—
2,087
4,852
Commercial real estate:
Owner-occupied
—
—
234
—
234
Non-owner occupied
—
—
1,024
3,582
4,606
Consumer and other
—
—
—
141
141
Total
$
2,765
$
—
$
20,355
$
16,887
$
40,007
(1) Loans were on nonaccrual when modified and subsequently classified as FDM.
March 31, 2025
30-89 days
past due and accruing
interest
90 days or
more and accruing
interest
Nonaccrual
loans
(1)
Loans current
on payments
and accruing
interest
Total
Commercial and industrial
$
—
$
—
$
2,128
$
152
$
2,280
Construction
—
—
2,008
539
2,547
Residential real estate:
1-to-4 family mortgage
367
—
—
2,098
2,465
Residential line of credit
—
—
—
28
28
Commercial real estate:
Owner-occupied
—
—
—
143
143
Consumer and other
14
—
—
159
173
Total
$
381
$
—
$
4,136
$
3,119
$
7,636
(1) Loans were on nonaccrual when modified and subsequently classified as FDM.
27
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Collateral-Dependent Loans
For collateral-dependent loans, or those loans for which repayment is expected to be provided substantially through the operation or sale of collateral, where the borrower is also experiencing financial difficulty, the following tables present the loans by class of financing receivable.
March 31, 2026
Type of Collateral
Real Estate
Land
Business Assets
Total
Commercial and industrial
$
—
$
—
$
29,095
$
29,095
Construction
44,987
1,653
—
46,640
Residential real estate:
1-to-4 family mortgage
3,479
—
—
3,479
Multi-family mortgage
9,892
—
—
9,892
Commercial real estate:
Owner occupied
10,113
7,485
—
17,598
Non-owner occupied
10,230
—
—
10,230
Total
$
78,701
$
9,138
$
29,095
$
116,934
December 31, 2025
Type of Collateral
Real Estate
Land
Business Assets
Total
Commercial and industrial
$
—
$
—
$
27,222
$
27,222
Construction
35,297
5,497
—
40,794
Residential real estate:
1-to-4 family mortgage
3,488
—
—
3,488
Multi-family mortgage
7,613
—
—
7,613
Commercial real estate:
Owner occupied
1,883
8,027
—
9,910
Non-owner occupied
10,171
—
—
10,171
Total
$
58,452
$
13,524
$
27,222
$
99,198
Allowance for Credit Losses on Loans HFI
Beginning on June 30, 2025, the Company made changes to the estimation techniques and certain related inputs and assumptions used in estimating its expected credit losses on its loan portfolios and unfunded commitments. Prior to the changes, the Company primarily used a lifetime loss rate model to determine the allowance for credit losses. Following a periodic review of its credit loss estimation process, the Company concluded that a discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, is a more preferred approach for estimating expected credit losses of its loan segments, except consumer and other loans, which utilize the weighted average remaining maturity loss rate technique. The applicable CECL estimation technique is used to estimate the expected credit loss for off-balance sheet commitments for each loan segment. Refer to Note 1, “Basis of presentation and summary of significant accounting policies” in the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC on February 26, 2026 for further specific information on the changes.
The Company performed evaluations within its updated qualitative framework, assessing for information not otherwise captured in model loss estimation process. The Company considers the qualitative factors that are relevant to the institution as of the reporting date, which may include, but are not limited to: levels of and trends in delinquencies and performance of loans; levels of and trends in write-offs and recoveries collected; trends in volume and terms of loans; effects of any changes in reasonable and supportable economic forecasts; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and expertise; available relevant information sources that contradict the Company’s own forecast; effects of changes in prepayment expectations or other factors affecting assessments of loan contractual terms; industry conditions; and effects of changes in credit concentrations.
28
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following tables provide the changes in the allowance for credit losses on loans HFI by class of financing receivable for the three months ended March 31, 2026 and 2025:
Commercial
and industrial
Construction
1-to-4
family
residential
mortgage
Residential
line of credit
Multi-family
residential
mortgage
Commercial
real estate
owner
occupied
Commercial
real estate
non-owner
occupied
Consumer
and other
Total
Three Months Ended March 31, 2026
Beginning balance -
December 31, 2025
$
24,130
$
25,633
$
33,218
$
10,589
$
12,260
$
21,609
$
36,235
$
22,309
$
185,983
Loans charged-off
(
2,168
)
(
204
)
(
405
)
(
23
)
—
—
—
(
1,233
)
(
4,033
)
Recoveries of loans
previously charged-off
101
25
8
—
—
13
—
405
552
Provision for (reversal of)
credit losses on loans
HFI
3,405
2,069
360
(
29
)
(
1,899
)
513
(
1,246
)
649
3,822
Ending balance -
March 31, 2026
$
25,468
$
27,523
$
33,181
$
10,537
$
10,361
$
22,135
$
34,989
$
22,130
$
186,324
Commercial
and industrial
Construction
1-to-4
family
residential
mortgage
Residential
line of credit
Multi-family
residential
mortgage
Commercial
real estate
owner
occupied
Commercial
real estate
non-owner
occupied
Consumer
and other
Total
Three Months Ended March 31, 2025
Beginning balance -
December 31, 2024
$
16,667
$
31,698
$
25,340
$
10,952
$
10,512
$
11,993
$
25,531
$
19,249
$
151,942
Loans charged-off
(
2,901
)
—
(
3
)
—
—
(
17
)
—
(
972
)
(
3,893
)
Recoveries of loans
previously charged-off
42
—
9
—
—
21
1
503
576
Provision for (reversal of)
credit losses on loans
HFI
1,713
(
6,046
)
854
244
904
77
2,787
1,373
1,906
Ending balance -
March 31, 2025
$
15,521
$
25,652
$
26,200
$
11,196
$
11,416
$
12,074
$
28,319
$
20,153
$
150,531
Note (5)—
Other real estate owned
The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at the lower of the carrying amount of the underlying loan or the fair value of the real estate less costs to sell.
The following table summarizes the other real estate owned for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
2025
Balance at beginning of period
$
6,009
$
4,409
Transfers from loans
1,277
2,067
Proceeds from sale of other real estate owned
(
871
)
(
2,668
)
Gain (loss) on sale of other real estate owned
34
(
482
)
Balance at end of period
$
6,449
$
3,326
Included within the other real estate owned balance above, foreclosed residential real estate properties totaled $
4,448
and $
4,008
as of March 31, 2026 and December 31, 2025, respectively.
The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $
6,607
and $
4,732
as of March 31, 2026 and December 31, 2025, respectively.
Note (6)—
Leases
As of March 31, 2026, the Company was the lessee in
48
operating leases and
1
finance lease of certain branch, mortgage and operations locations with original terms greater than one year.
Many leases include options to renew, with terms that can extend the lease up to an additional
20
years or more. Certain lease agreements contain provisions to periodically adjust rental payments for inflation. Renewal options that
29
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
management is reasonably certain to renew and fixed rent escalations are included in the right-of-use asset and lease liability.
Information related to the Company’s leases is presented below as of March 31, 2026 and December 31, 2025:
March 31,
December 31,
Classification
2026
2025
Right-of-use assets:
Operating leases
Operating lease right-of-use assets
$
48,223
$
49,249
Finance leases
Premises and equipment, net
1,007
1,035
Total right-of-use assets
$
49,230
$
50,284
Lease liabilities:
Operating leases
Operating lease liabilities
$
59,106
$
60,556
Finance leases
Borrowings
1,103
1,127
Total lease liabilities
$
60,209
$
61,683
Weighted average remaining lease term (in years) -
operating
10.7
10.9
Weighted average remaining lease term (in years) -
finance
9.11
9.35
Weighted average discount rate - operating
3.70
%
3.68
%
Weighted average discount rate - finance
1.76
%
1.76
%
The components of total lease expense included in the consolidated statements of income were as follows:
Three Months Ended March 31,
Classification
2026
2025
Operating lease costs:
Amortization of right-of-use asset
Occupancy and equipment
$
1,854
$
1,878
Short-term lease cost
Occupancy and equipment
75
85
Variable lease cost
Occupancy and equipment
480
494
Finance lease costs:
Interest on lease liabilities
Interest expense on borrowings
5
5
Amortization of right-of-use asset
Occupancy and equipment
28
28
Sublease income
Occupancy and equipment
(
212
)
(
205
)
Total lease cost
$
2,230
$
2,285
The Company does not separate lease and non-lease components and instead elects to account for them as a single lease component. Variable lease cost primarily represents variable payments such as common area maintenance, utilities, and property taxes.
A maturity analysis of operating and finance lease liabilities and a reconciliation of cash flows to lease liabilities as of March 31, 2026 is as follows:
Operating
Finance
Leases
Lease
March 31, 2027
$
6,840
$
93
March 31, 2028
8,646
125
March 31, 2029
7,772
127
March 31, 2030
6,657
129
March 31, 2031
6,251
131
Thereafter
36,614
590
Total undiscounted future minimum lease payments
72,780
1,195
Less: imputed interest
(
13,674
)
(
92
)
Lease liabilities
$
59,106
$
1,103
30
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (7)—
Mortgage servicing rights
Changes in the Company’s mortgage servicing rights were as follows for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
2025
Carrying value at beginning of period
$
148,795
$
162,038
Capitalization
1,272
421
Change in fair value:
Due to payoffs/paydowns
(
3,298
)
(
3,111
)
Due to change in valuation inputs or assumptions
575
(
2,969
)
Carrying value at end of period
$
147,344
$
156,379
The following table summarizes servicing income and expense, which are included in mortgage banking income and other noninterest expense, respectively, in the consolidated statements of income for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
2025
Servicing income
$
6,580
$
7,077
Change in fair value of mortgage servicing rights
(
2,723
)
(
6,080
)
Change in fair value of derivative hedging instruments
(
1,129
)
3,011
Servicing income
2,728
4,008
Servicing expenses
1,537
1,722
Net servicing income
$
1,191
$
2,286
Data and key economic assumptions, as well as the valuation's sensitivity to interest rate fluctuations, related to the Company’s mortgage servicing rights as of March 31, 2026 and December 31, 2025 are as follows:
March 31,
December 31,
2026
2025
Unpaid principal balance of mortgage loans sold and serviced for others
$
9,455,049
$
9,588,948
Weighted-average prepayment speed (CPR)
6.36
%
6.38
%
Estimated impact on fair value of a 10% increase
$
(
3,980
)
$
(
4,026
)
Estimated impact on fair value of a 20% increase
$
(
7,720
)
$
(
7,812
)
Discount rate
9.87
%
9.68
%
Estimated impact on fair value of a 100 bp increase
$
(
6,867
)
$
(
6,986
)
Estimated impact on fair value of a 200 bp increase
$
(
13,161
)
$
(
13,390
)
Weighted-average coupon interest rate
3.68
%
3.67
%
Weighted-average servicing fee (basis points)
27
27
Weighted-average remaining maturity (in months)
338
338
The sensitivity calculations above are hypothetical changes and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by the Company, which were not included in the above sensitivities, would serve to offset the estimated impacts to fair value included in the table above. See Note 10, “Derivatives” for additional information on these derivative instruments.
As of March 31, 2026 and December 31, 2025, the Company held mortgage escrow deposits totaling $
93,961
and $
69,055
, respectively, related to loans sold with servicing retained.
31
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (8)—
Income taxes
The following table presents a reconciliation of federal income taxes at the statutory federal rate of
21.0
% to the Company’s effective tax rates for the three months ended March 31, 2026:
Three Months Ended March 31,
2026
Federal taxes calculated at statutory rate
$
15,572
21.0
%
Increase (decrease) resulting from:
State taxes, net of federal benefit
(1)
2,357
3.2
%
State tax credits, net of federal benefit
(1)
(
774
)
(
1.0
)
%
New market tax credits
(
160
)
(
0.2
)
%
Nondeductible/nontaxable items:
Municipal interest income, net of interest disallowance
(
410
)
(
0.6
)
%
Section 162(m) limitation
685
0.9
%
Other
(
41
)
(
0.1
)
%
Other
(
603
)
(
0.8
)
%
Income tax expense, as reported
$
16,626
22.4
%
(1) State of Tennessee makes up the majority (more than 50%) of the total of state taxes and state tax credits.
The following table presents a reconciliation of federal income taxes at the statutory federal rate of
21.0
% to the Company's effective tax rates for the three months ended March 31, 2025:
Three Months Ended March 31,
2025
Federal taxes calculated at statutory rate
$
10,255
21.0
%
Increase (decrease) resulting from:
State taxes, net of federal benefit
459
0.9
%
Benefit from stock-based compensation
(
133
)
(
0.3
)
%
Municipal interest income, net of interest disallowance
(
396
)
(
0.8
)
%
Bank-owned life insurance
(
94
)
(
0.2
)
%
Section 162(m) limitation
586
1.2
%
Other
(
1,206
)
(
2.4
)
%
Income tax expense, as reported
$
9,471
19.4
%
Note (9)—
Commitments and contingencies
Commitments to extend credit and letters of credit
The Company issues certain financial instruments to meet customer financing needs, including loan commitments, credit lines and letters of credit. The agreements associated with these type of unfunded loan commitments provide credit or support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.
The same credit and underwriting policies the Company uses to evaluate and underwrite loans are also used to originate unfunded loan commitments, including obtaining collateral at exercise of the commitment. These unfunded loan commitments are only recorded in the consolidated financial statements when drawn upon and many expire without being used. The Company’s maximum off-balance sheet exposure to credit loss from these unfunded loan commitments is represented by the contractual amount of these instruments.
32
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
March 31,
December 31,
2026
2025
Commitments to extend credit, excluding interest rate lock commitments
$
3,236,977
$
3,198,502
Letters of credit
70,869
61,610
Balance at end of period
$
3,307,846
$
3,260,112
As of March 31, 2026 and December 31, 2025, unfunded loan commitments included above with floating interest rates totaled $
3,031,225
and $
3,012,819
, respectively.
Beginning on June 30, 2025, a discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, was utilized to estimate the expected credit losses of its loan segments, except consumer and other loans, which utilize the weighted average remaining maturity loss rate technique. Refer to Note 1, “Basis of presentation and summary of significant accounting policies” in the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC on February 26, 2026 for further specific information on the changes.
As part of the credit loss process, the Company estimates expected credit losses on its unfunded loan commitments under the CECL methodology. When applying this methodology, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions.
The table below presents activity within the allowance for credit losses on unfunded loan commitments included in accrued expenses and other liabilities on the Company’s consolidated balance sheets:
Three Months Ended March 31,
2026
2025
Balance at beginning of period
$
16,196
$
6,107
(Reversal of) provision for credit losses on unfunded commitments
(
798
)
386
Balance at end of period
$
15,398
$
6,493
Loan repurchases or indemnifications
In connection with the sale of mortgage loans to third-party private investors or government sponsored agencies, the Company makes representations and warranties as to the propriety of its origination activities, which are typical and customary to these types of transactions. Occasionally, investors require the Company to repurchase loans sold to them or otherwise indemnify the investor against certain losses under the terms of the warranties. When the Company is required to repurchase the loans, the loans are recorded at fair value in loans HFI. The total principal amount of loans repurchased or indemnified for was $
1,011
and $
1,233
for the three months ended March 31, 2026 and 2025, respectively.
At March 31, 2026 and December 31, 2025, the Company had $
827
and $
696
, respectively, of reserves associated with potential losses on loans previously sold included in accrued expenses and other liabilities on the Company’s consolidated balance sheets.
Legal Proceedings
Various legal claims arise from time to time in the normal course of business, which, in the opinion of management, will not have a material effect on the Company’s consolidated financial statements.
33
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (10)—
Derivatives
The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as interest rate exposure for its customers. Derivative financial instruments are included in the consolidated balance sheets line item other assets or other liabilities at fair value in accordance with ASC 815, “Derivatives and Hedging.” See Note 1, “Basis of presentation and summary of significant accounting policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the Company’s accounting policies related to derivative instruments and hedging activities.
As of March 31, 2026 and December 31, 2025, the Company did not have any derivatives designated as fair value or cash flow hedges.
Derivatives not designated as hedging instruments
Derivatives not designated under hedge accounting rules include those that are entered into as either economic hedges as part of the Company’s overall risk management strategy or to facilitate client needs. Economic hedges are those that are not designated as a fair value or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of the Company.
The Company enters into derivative instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.
The Company enters into interest rate-lock commitments on residential loan commitments that will be held for resale. These are considered derivative instruments with no hedge accounting designation, and the interest rate exposure on these commitments is economically hedged primarily with forward contracts. Gains and losses arising from changes in the valuation of the interest rate-lock commitments are recognized currently in earnings and are reflected under the line-item mortgage banking income in the consolidated statements of income.
The Company also enters into forwards, futures and option contracts to economically hedge the change in fair value of mortgage servicing rights. Gains and losses associated with these instruments are included in earnings and are reflected under the line-item mortgage banking income in the consolidated statements of income.
The following tables provide details on the Company’s non-designated derivative financial instruments as of the dates presented:
March 31, 2026
Notional Amount
Asset
Liability
Interest rate contracts
$
686,547
$
21,276
$
21,305
Forward commitments
328,500
1,101
—
Interest rate-lock commitments
133,669
1,908
—
Futures contracts
191,500
—
1,279
Total
$
1,340,216
$
24,285
$
22,584
December 31, 2025
Notional Amount
Asset
Liability
Interest rate contracts
$
654,705
$
23,020
$
23,080
Forward commitments
240,500
—
168
Interest rate-lock commitments
86,586
1,296
—
Futures contracts
185,000
—
261
Total
$
1,166,791
$
24,316
$
23,509
34
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Gains (losses) included in the consolidated statements of income related to the Company’s non-designated derivative financial instruments were as follows:
Three Months Ended March 31,
2026
2025
Included in mortgage banking income:
Interest rate lock commitments
$
612
$
1,421
Forward commitments
218
(
209
)
Futures contracts
(
214
)
2,311
Total
$
616
$
3,523
Netting of Derivative Instruments
Certain financial instruments, including derivatives, may be subject to master netting arrangements with counterparties. However, the Company does not offset derivative assets and liabilities on the consolidated balance sheets, as it has not established a legally enforceable right of offset.
The following table presents the Company’s gross derivative assets and liabilities recognized on the consolidated balance sheets and the potential effect of offsetting under master netting arrangements, including collateral pledged, for disclosure purposes only. Collateral is reflected only to the extent it would offset a derivative liability position.
Gross amounts not offset on the consolidated balance sheets
Gross amounts recognized
Gross amounts offset on the consolidated balance sheets
Net amounts presented on the consolidated balance sheets
Financial instruments
Financial collateral pledged
Net Amount
March 31, 2026
Derivative financial assets
$
17,338
$
—
$
17,338
$
3,997
$
—
$
13,341
Derivative financial liabilities
$
5,971
$
—
$
5,971
$
3,997
$
1,974
$
—
December 31, 2025
Derivative financial assets
$
17,348
$
—
$
17,348
$
5,824
$
—
$
11,524
Derivative financial liabilities
$
7,696
$
—
$
7,696
$
5,824
$
1,872
$
—
Collateral Requirements
Most derivative contracts are secured by collateral. Accordingly, pursuant to the interest rate agreements with derivative counterparties, the Company may be required to accept or post collateral with these derivative counterparties. As of March 31, 2026 and December 31, 2025, the Company had collateral posted of $
33,886
and $
30,675
, respectively, against its obligations under these agreements. Cash pledged as collateral on derivative contracts is recorded in other assets on the consolidated balance sheets.
Note (11)—
Fair value of financial instruments
ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.
35
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The hierarchy is broken down into the following three levels, based on the reliability of inputs:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.
The Company records the fair values of financial assets and liabilities on a recurring and nonrecurring basis using the following methods and assumptions:
Investment securities
Investment securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Investment securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2.
Loans held for sale
Mortgage loans held for sale are carried at fair value determined using current secondary market prices for loans with similar characteristics, that is, using Level 2 inputs.
Derivatives
The fair value of the Company’s interest rate swap agreements to facilitate customer transactions is based on fair values obtained from entities that engage in interest rate swap activity and reflects projected future cash flows and interest rates. The fair value of interest rate lock commitments associated with the mortgage pipeline is based on fees currently charged to enter into similar agreements, and for fixed‑rate commitments, also reflects the difference between current market interest rates and the committed rates. The fair values of the Company’s derivatives are determined using pricing models that incorporate observable market inputs. These financial instruments are classified as Level 2.
OREO
OREO is comprised of properties obtained in partial or total satisfaction of loan obligations and excess land and facilities held for sale. OREO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. OREO valuations are classified as Level 3.
Mortgage servicing rights
MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.
Collateral- dependent loans
Collateral-dependent loans are loans for which, based on current information and events, the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral and it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral-dependent loans are classified as Level 3.
36
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The balances and levels of the assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 are presented in the following tables:
At March 31, 2026
Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)
Significant
other
observable
inputs
(level 2)
Significant unobservable
inputs
(level 3)
Total
Financial assets:
AFS debt securities:
U.S. government agency securities
$
—
$
713,910
$
—
$
713,910
Mortgage-backed securities - residential
—
599,180
—
599,180
Mortgage-backed securities - commercial
—
10,632
—
10,632
Municipal securities
—
166,033
—
166,033
U.S. Treasury securities
—
7,092
—
7,092
Corporate securities
—
1,700
—
1,700
Total securities
$
—
$
1,498,547
$
—
$
1,498,547
Loans held for sale, at fair value
$
—
$
198,769
$
—
$
198,769
Mortgage servicing rights
—
—
147,344
147,344
Derivatives
—
24,285
—
24,285
Financial Liabilities:
Derivatives
—
22,584
—
22,584
At December 31, 2025
Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)
Significant
other
observable
inputs
(level 2)
Significant unobservable
inputs
(level 3)
Total
Financial assets:
AFS debt securities:
U.S. government agency securities
$
—
$
670,088
$
—
$
670,088
Mortgage-backed securities - residential
—
602,320
—
602,320
Mortgage-backed securities - commercial
—
10,678
—
10,678
Municipal securities
—
168,370
—
168,370
U.S. Treasury securities
—
7,125
—
7,125
Corporate securities
—
998
—
998
Equity securities, at fair value
—
155
—
155
Total securities
$
—
$
1,459,734
$
—
$
1,459,734
Loans held for sale, at fair value
$
—
$
172,974
$
—
$
172,974
Mortgage servicing rights
—
—
148,795
148,795
Derivatives
—
24,316
—
24,316
Financial Liabilities:
Derivatives
—
23,509
—
23,509
37
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The balances and levels of the assets measured at fair value on a nonrecurring basis as of March 31, 2026 and December 31, 2025 are presented in the following tables:
At March 31, 2026
Quoted prices
in active
markets for
identical assets
(liabilities
(level 1)
Significant
other
observable
inputs
(level 2)
Significant unobservable
inputs
(level 3)
Total
Financial assets:
Other real estate owned
$
—
$
—
$
1,063
$
1,063
Collateral-dependent net loans held for
investment:
Commercial and industrial
—
—
3,676
3,676
Construction
—
—
16,042
16,042
Residential real estate:
1-to-4 family mortgage
—
—
262
262
Commercial real estate:
Owner occupied
—
—
6,503
6,503
Non-owner occupied
—
—
640
640
Total collateral-dependent loans
$
—
$
—
$
27,123
$
27,123
At December 31, 2025
Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)
Significant
other
observable
inputs
(level 2)
Significant unobservable
inputs
(level 3)
Total
Nonrecurring valuations:
Other real estate owned
$
—
$
—
$
4,757
$
4,757
Collateral-dependent net loans held for
investment:
Commercial and industrial
$
—
$
—
$
1,538
$
1,538
Construction
—
—
18,281
18,281
Residential real estate:
1-to-4 family mortgage
—
—
287
287
Commercial real estate:
Owner occupied
—
—
5,479
5,479
Non-owner occupied
—
—
640
640
Total collateral-dependent loans
$
—
$
—
$
26,225
$
26,225
38
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The significant unobservable inputs (Level 3) used in the valuation and changes in fair value associated with the Company’s mortgage servicing rights for the three months ended March 31, 2026 and 2025 are detailed at Note 7, “Mortgage servicing rights.”
The following tables present information as of March 31, 2026 and December 31, 2025 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:
March 31, 2026
Financial instrument
Fair Value
Valuation technique
Significant
unobservable inputs
Range of
inputs
Collateral-dependent net loans
held for investment
$
27,123
Appraised value
Discount for costs to sell
0
%-
100
%
Other real estate owned
$
1,063
Appraised value
Discount for costs to sell
0
%-
10
%
December 31, 2025
Financial instrument
Fair Value
Valuation technique
Significant
unobservable inputs
Range of
inputs
Collateral-dependent net loans
held for investment
$
26,225
Appraised value
Discount for costs to sell
10
%-
22
%
Other real estate owned
$
4,757
Appraised value
Discount for costs to sell
0
%-
10
%
Fair value for collateral-dependent loans is determined based on the estimated value of the collateral securing the loans, less estimated selling costs and closing costs related to liquidation of the collateral. For loans secured by real estate, the fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel. For non-real estate collateral, fair value is determined based on various sources, including third party asset valuation and internally determined values based on cost adjusted or other judgmentally determined factors.
Collateral-dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on changes in market conditions from the time of valuation and management’s knowledge of the borrower and borrower’s business. As of March 31, 2026 and December 31, 2025, total amortized cost of collateral-dependent loans measured on a nonrecurring basis amounted to $
34,961
and $
29,057
, respectively. The allowance for credit losses is calculated as the amount for which the loan’s amortized cost basis exceeds fair value.
Other real estate owned acquired in settlement of indebtedness is recorded at fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Any write-downs based on the asset’s fair value at the date of foreclosure are charged to the allowance for credit losses.
Appraisals for both collateral-dependent loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics. Collateral-dependent loans that are dependent on recovery through sale of equipment, such as farm equipment, automobiles and aircrafts are generally valued based on public source pricing or subscription services while more complex assets are valued through leveraging brokers who have expertise in the collateral involved.
Fair value option
The following table summarizes the Company’s loans held for sale as of the dates presented:
March 31,
December 31,
2026
2025
Loans held for sale under a fair value option:
Mortgage loans held for sale
198,769
172,974
Loans held for sale not accounted for under a fair value option:
Mortgage loans held for sale - guaranteed GNMA repurchase option
32,590
28,102
Total loans held for sale
$
231,359
$
201,076
39
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Mortgage loans held for sale
Net (losses) gains of $(
1,690
) and $
2,201
resulting from changes in the fair value of mortgage loans held for sale were recorded in income for the three months ended March 31, 2026 and 2025, respectively. The Company also recognized fair value changes on derivative instruments used to hedge market-related risk associated with these mortgage loans. When combined with the fair value changes of the underlying loans, the total net gains were $
1,008
and $
2,816
for the three months ended March 31, 2026 and 2025, respectively.
The change in fair value of mortgage loans held for sale and the related derivative instruments are recorded in mortgage banking income in the consolidated statements of income. Election of the fair value option allows the Company to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value.
The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these mortgage loans held for sale, valuation adjustments attributable to instrument-specific credit risk is nominal.
The following table summarizes the differences between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of March 31, 2026 and December 31, 2025:
March 31,
December 31,
2026
2025
Aggregate fair value
$
198,769
$
172,974
Aggregate unpaid principal balance
196,177
168,692
Difference
$
2,592
$
4,282
The following table contains the estimated fair values and the related carrying values of the Company’s financial instruments. Non-financial instruments are excluded from the table below.
Fair Value
March 31, 2026
Carrying amount
Level 1
Level 2
Level 3
Total
Financial assets:
Cash and cash equivalents
$
1,157,763
$
1,157,763
$
—
$
—
$
1,157,763
Investment securities
1,498,547
—
1,498,547
—
1,498,547
Net loans HFI
12,317,491
—
—
12,286,566
12,286,566
Loans held for sale, at fair value
198,769
—
198,769
—
198,769
Interest receivable
59,837
704
7,844
51,289
59,837
Mortgage servicing rights
147,344
—
—
147,344
147,344
Derivatives
24,285
—
24,285
—
24,285
Financial liabilities:
Deposits:
Without stated maturities
$
11,193,563
$
11,193,563
$
—
$
—
$
11,193,563
With stated maturities
2,883,272
—
2,882,117
—
2,882,117
Securities sold under agreements to
repurchase and federal funds purchased
95,498
95,498
—
—
95,498
Subordinated debt, net
83,997
—
—
90,827
90,827
Interest payable
24,111
3,358
20,753
—
24,111
Derivatives
22,584
—
22,584
—
22,584
40
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Fair Value
December 31, 2025
Carrying amount
Level 1
Level 2
Level 3
Total
Financial assets:
Cash and cash equivalents
$
1,155,895
$
1,155,895
$
—
$
—
$
1,155,895
Investment securities
1,459,734
—
1,459,734
—
1,459,734
Net loans HFI
12,197,643
—
—
12,155,340
12,155,340
Loans held for sale, at fair value
172,974
—
172,974
—
172,974
Interest receivable
58,565
463
7,962
50,140
58,565
Mortgage servicing rights
148,795
—
—
148,795
148,795
Derivatives
24,316
—
24,316
—
24,316
Financial liabilities:
Deposits:
Without stated maturities
$
11,255,404
$
11,255,404
$
—
$
—
$
11,255,404
With stated maturities
2,654,557
—
2,655,532
—
2,655,532
Securities sold under agreements to
repurchase and federal funds purchased
99,865
99,865
—
—
99,865
Subordinated debt, net
83,670
—
—
88,281
88,281
Interest payable
21,549
3,677
17,872
—
21,549
Derivatives
23,509
—
23,509
—
23,509
Note (12)—
Segment reporting
The Company and the Bank are engaged in the business of banking and provide a full range of financial services to its customers. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer, the Company’s chief operating decision maker. The Company has identified
two
distinct reportable segments—Banking and Mortgage. The Company’s primary segment is Banking, which provides a full range of deposit and lending products and services to corporate, commercial and consumer customers. The Company also originates conforming residential mortgage loans through its Mortgage segment, whose activities include the servicing of residential mortgage loans and securitization of loans to third party private investors or government sponsored agencies.
The chief operating decision maker uses income before income taxes as the measure of segment profit or loss to assess the performance of and allocate resources to each segment. Interest income provides the primary revenue in the Banking segment, and mortgage banking income provides the primary revenue in the Mortgage segment. Interest expense, provision for credit losses, salaries, commissions, employee benefits and merger and integration costs provide the significant expenses in the Banking segment, and salaries, commissions and employee benefits provide the significant expenses in the Mortgage segment. These figures are regularly provided to the chief operating decision maker and are monitored through budget-to-actual variance review.
The Company assigns a transfer rate to allocate net interest income to products and business segments. Through this process, the Company formulates a loan funding charge and a deposit funding credit for its entire loan and deposit portfolios. The intent of the transfer rate methodology is to transfer interest rate risk among the segments and allow management to better measure the net interest margin contribution of its products and business segments. Changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data. Prior period results have been adjusted to conform to the current methodology.
41
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following tables present selected financial information with respect to the Company’s reportable segments for the three months ended March 31, 2026 and 2025.
Three Months Ended March 31, 2026
Banking
Mortgage
Consolidated
Interest income
$
223,418
$
1,932
$
225,350
Interest expense
80,296
(
911
)
79,385
Net interest income
143,122
2,843
145,965
Provisions for credit losses
1,987
1,037
3,024
Net interest income after provision for credit losses
141,135
1,806
142,941
Mortgage banking income
—
12,253
12,253
Other noninterest (loss) income
13,962
160
14,122
Total noninterest (loss) income
13,962
12,413
26,375
Salaries, commissions and employee benefits
49,364
7,984
57,348
Merger and integration costs
1,447
—
1,447
Depreciation and amortization
3,131
12
3,143
Amortization of intangibles
1,869
—
1,869
Other noninterest expense
(1)
25,765
5,592
31,357
Total noninterest expense
81,576
13,588
95,164
Income before income taxes
$
73,521
$
631
$
74,152
Income tax expense
16,626
Net income applicable to FB Financial Corporation and noncontrolling
interest
57,526
Net income applicable to noncontrolling interest
—
Net income applicable to FB Financial Corporation
$
57,526
Total assets
$
15,703,248
$
765,191
$
16,468,439
Goodwill
350,353
—
350,353
(1) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.
Three Months Ended March 31, 2025
Banking
Mortgage
Consolidated
Interest income
$
178,915
$
791
$
179,706
Interest expense
73,156
(
1,091
)
72,065
Net interest income
105,759
1,882
107,641
Provisions for credit losses
2,189
103
2,292
Net interest income after provision for credit losses
103,570
1,779
105,349
Mortgage banking income
—
12,426
12,426
Other noninterest (loss) income
10,660
(
54
)
10,606
Total noninterest income
10,660
12,372
23,032
Salaries, commissions and employee benefits
41,469
6,882
48,351
Merger and integration costs
401
—
401
Depreciation and amortization
2,743
24
2,767
Amortization of intangibles
656
—
656
Other noninterest expense
(1)
21,640
5,734
27,374
Total noninterest expense
66,909
12,640
79,549
Income before income taxes
$
47,321
$
1,511
$
48,832
Income tax expense
9,471
Net income applicable to FB Financial Corporation and noncontrolling
interest
39,361
Net income applicable to noncontrolling interest
—
Net income applicable to FB Financial Corporation
$
39,361
Total assets
$
12,490,097
$
646,352
$
13,136,449
Goodwill
242,561
—
242,561
(1) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.
42
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (13)—
Minimum capital requirements
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.
Under regulatory guidance for non-advanced approach institutions, the Bank and Company are required to maintain minimum capital ratios as outlined in the table below. Minimum risk-based capital adequacy ratios below include a capital conservation buffer of 2.50%. As of March 31, 2026 and December 31, 2025, the Bank and Company met all capital adequacy requirements to which they are subject. Additionally, under U.S. Basel III Capital Rules, the Bank and Company opted out of including accumulated other comprehensive income in regulatory capital.
Actual and required capital amounts and ratios are included below as of the dates indicated.
March 31, 2026
Actual
Minimum Requirement for Capital Adequacy with
Capital Buffer
To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total capital (to risk-weighted assets)
FB Financial Corporation
$
1,920,259
13.4
%
$
1,508,224
10.5
%
N/A
N/A
FirstBank
1,861,059
13.1
%
1,496,068
10.5
%
$
1,424,826
10.0
%
Tier 1 capital (to risk-weighted assets)
FB Financial Corporation
$
1,656,459
11.5
%
$
1,220,943
8.5
%
N/A
N/A
FirstBank
1,682,686
11.8
%
1,211,102
8.5
%
$
1,139,861
8.0
%
Common equity tier 1 capital
(to risk-weighted assets)
FB Financial Corporation
$
1,656,459
11.5
%
$
1,005,482
7.0
%
N/A
N/A
FirstBank
1,682,686
11.8
%
997,379
7.0
%
$
926,137
6.5
%
Tier 1 capital (to average assets)
FB Financial Corporation
$
1,656,459
10.4
%
$
637,465
4.0
%
N/A
N/A
FirstBank
1,682,686
10.6
%
636,062
4.0
%
$
795,077
5.0
%
December 31, 2025
Actual
Minimum Requirement for Capital Adequacy with
Capital Buffer
To Qualify as Well-Capitalized Under Prompt Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total capital (to risk-weighted assets)
FB Financial Corporation
$
1,888,051
13.2
%
$
1,496,600
10.5
%
N/A
N/A
FirstBank
1,830,102
12.9
%
1,484,360
10.5
%
$
1,413,676
10.0
%
Tier 1 capital (to risk-weighted assets)
FB Financial Corporation
$
1,625,952
11.4
%
$
1,211,534
8.5
%
N/A
N/A
FirstBank
1,653,113
11.7
%
1,201,625
8.5
%
$
1,130,941
8.0
%
Common equity tier 1 capital
(to risk-weighted assets)
FB Financial Corporation
$
1,625,952
11.4
%
$
997,734
7.0
%
N/A
N/A
FirstBank
1,653,113
11.7
%
989,573
7.0
%
$
918,889
6.5
%
Tier 1 capital (to average assets)
FB Financial Corporation
$
1,625,952
10.3
%
$
633,378
4.0
%
N/A
N/A
FirstBank
1,653,113
10.5
%
631,928
4.0
%
$
789,910
5.0
%
43
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Note (14)—
Stock-based compensation
Restricted Stock Units
The Company grants RSUs under compensation arrangements for the benefit of certain employees, executive officers and directors. RSU grants are subject to time-based vesting with associated compensation recognized on a straight-line basis based on the grant date fair value of the awards. The total number of RSUs granted represents the number of awards eligible to vest based upon the service conditions set forth in the grant agreements.
The following table summarizes changes in RSUs for the three months ended March 31, 2026:
Restricted Stock
Units
Outstanding
Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)
322,294
$
42.78
Granted
119,733
57.94
Vested
(
11,462
)
36.78
Forfeited
(
5,246
)
39.25
Balance at end of period (unvested)
425,319
$
47.25
The total fair value of RSUs vested and released was $
422
and $
731
for the three months ended March 31, 2026 and 2025, respectively.
The compensation cost related to these grants and vesting of RSUs was $
2,986
and $
2,906
for the three months ended March 31, 2026 and 2025, respectively. These amounts include RSU grants made to directors and director compensation to be settled in stock amounting to $
297
and $
243
for the three months ended March 31, 2026 and 2025, respectively.
As of March 31, 2026, there was $
11,077
of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average period of
2.26
years. Additionally, as of March 31, 2026, there were
1,088,324
shares available for issuance under the Company’s stock compensation plans. As of March 31, 2026 and December 31, 2025, there was $
364
and $
335
, respectively, accrued in accrued expenses and other liabilities related to dividend equivalent units declared which is to be paid upon vesting and distribution of the underlying RSUs.
Performance-Based Restricted Stock Units
The Company awards PSUs to certain employees and executive officers. Under the terms of the awards, the number of units that will vest and convert to shares of common stock will be based on the Company’s achievement of certain performance metrics over a fixed
three-year
performance period. The number of shares issued upon vesting can range from
0
% to
200
% of the PSUs granted.
PSUs performance factors are based on the Company’s achievement of core return on average tangible common equity over the performance period relative to a predefined peer group as well as the Company’s adjusted tangible book value over the performance period.
The following table summarizes information about the changes in PSUs as of and for the three months ended March 31, 2026:
Performance Stock
Units
Outstanding
(1)
Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)
240,891
$
40.24
Granted
69,078
58.18
Performance adjustment
(2)
35,737
37.17
Vested
(
107,228
)
37.17
Forfeited or expired
(
3,663
)
42.64
Balance at end of period (unvested)
234,815
$
46.41
(1)
PSUs are presented in the table above assuming targets are met and the awards pay out at
100
%.
(2)
The performance adjustment represents the difference between shares granted and vested due to achievement of performance factors.
44
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
The following table summarizes data related to the Company’s outstanding PSUs as of March 31, 2026:
Grant Year
Grant Price
Performance Period
PSUs Outstanding
2024
$
35.60
2024 to 2026
94,432
2025
$
49.33
2025 to 2027
71,305
2026
$
58.18
2026 to 2028
69,078
Compensation expense for PSUs is estimated each period based on the fair value of the Company’s stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards.
The Company recorded compensation cost of $
2,375
and $
1,925
for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, maximum unrecognized compensation cost at
200
% payout related to the unvested PSUs was $
12,228
, and the weighted average remaining performance period over which the cost could be recognized was
2.15
years. As of March 31, 2026 and December 31, 2025, there was $
195
and $
298
, respectively, accrued in accrued expenses and other liabilities related to dividend equivalent units declared which is to be paid upon vesting and distribution of the underlying PSUs.
Employee Stock Purchase Plan
The Company maintains an employee stock purchase plan under which employees, through payroll deductions, are able to purchase shares of Company common stock. The employee purchase price is
95
% of the lower of the market price at the beginning or end of each six month offering period. The maximum number of shares issuable during any offering period is
200,000
shares, limited to
725
shares for each participating employee. There were
8,624
and
8,161
shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $
413
and $
340
during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there were
2,246,305
shares available for issuance under the ESPP.
Note (15)—
Related party transactions
Loans
The Bank has made and expects to continue to make loans to
management, executive officers, the directors and significant shareholders
of the Company and their related interests in the ordinary course of business, in compliance with regulatory requirements.
An analysis of loans to
management, executive officers, the directors and significant shareholders
of the Bank and their related interests is presented below:
Loans outstanding at January 1, 2026
$
45,165
New loans and advances
10,876
Change in related party status
—
Repayments
(
1,221
)
Loans outstanding at March 31, 2026
$
54,820
Unfunded commitments to management, executive officers, the directors, and significant shareholders and their related interests totaled $
37,565
and $
47,182
at March 31, 2026 and December 31, 2025, respectively.
Deposits
The Bank held deposits from related parties totaling $
399,455
and $
406,258
as of March 31, 2026 and December 31, 2025, respectively.
Leases
The Bank leases various office spaces from entities owned by certain directors of the Company under varying terms. Lease expense for these properties totaled $
102
for both the three months ended March 31, 2026 and 2025, respectively.
45
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Dollar amounts are in thousands, except share and per share amounts)
(Unaudited)
Aviation lease
Through a wholly-owned subsidiary, FBK Aviation, LLC, the Company owns and maintains an aircraft. FBK Aviation, LLC maintains non-exclusive aircraft leases with entities owned by certain directors. The Company recognized income $
22
and $
19
for the three months ended March 31, 2026 and 2025, respectively.
Equity investment in preferred stock and master loan purchase agreement
The Company holds an equity investment in a privately held entity which originates manufactured housing loans through utilization of its proprietary technology. As a result of the investment, the Company holds
two
board seats on the entity’s board of directors. The Company also has a master loan purchase agreement with the entity to purchase up to $
250,000
in manufactured housing loan production over an initial
five-year
term. Under this agreement, the Company purchased $
8,911
and $
9,494
of loans for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the amortized cost of these loans HFI amounted to $
148,417
and $
142,532
, respectively. See Note 3, “Investment securities”, for additional information on this investment.
46
ITEM 2 – Management’s discussion and analysis of financial condition and results of operations
The following is a discussion of our financial condition as of March 31, 2026 and December 31, 2025, and our results of operations for the three months ended March 31, 2026 and 2025, and should be read in conjunction with our audited consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC on February 26, 2026, and with the accompanying unaudited notes to the condensed consolidated financial statements set forth in this Report.
Forward-looking statements
Certain statements contained in this Report that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s future plans, results, strategies, and expectations, including expectations around changing economic markets. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management’s current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, the Company cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which the Company operates and/or the US economy generally, (2) changes or the lack of changes in government interest rate policies and the associated impact on the Company’s business, net interest margin, and mortgage operations, (3) increased competition for deposits, (4) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of our investment securities portfolio, (5) any deterioration in commercial real estate market fundamentals, (6) the Company’s ability to identify potential candidates for, consummate, and achieve synergies from acquisitions, including risks that cost savings and other synergies from completed or future mergers may not be realized (or may be less than or delayed from expectations), challenges in integrating acquired businesses, disruptions to customer, employee, or other relationships, diversion of management attention, and the ability to effectively manage larger or more complex operations post-transaction; (7) the Company’s ability to manage any unexpected outflows of uninsured deposits and avoid selling investment securities or other assets at an unfavorable time or at a loss, (8) the Company’s ability to successfully execute its various business strategies, (9) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (10) the effectiveness of the Company’s controls and procedures to detect, prevent, mitigate and otherwise manage the risk of fraud or misconduct by internal or external parties, including attempted physical-security and cybersecurity attacks, denial-of-service attacks, hacking, phishing, social-engineering attacks, malware intrusion, data-corruption attempts, system breaches, identity theft, ransomware attacks, environmental conditions, and intentional acts of destruction, (11) the Company’s dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, (12) the impact, extent and timing of technological changes, (13) concentrations of credit or deposit exposure, (14) the impact of natural disasters, pandemics, acts of war or terrorism, or other catastrophic events, (15) events giving rise to international or regional political instability, including the broader impacts of such events on financial markets and/or global macroeconomic environments, and/or (16) general competitive, economic, political, and market conditions. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in any of the Company’s subsequent filings with the SEC. Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Report, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
47
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.
The Company qualifies all forward-looking statements by these cautionary statements.
Critical accounting policies
Our financial statements are prepared in accordance with GAAP and general practices within the banking industry. Within our financial statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the consolidated balance sheet dates and our results of operations for the reporting periods. We monitor the status of proposed and newly issued accounting standards to evaluate the impact on our financial condition and results of operations. Our accounting policies, including the impact of any newly issued accounting standards if applicable, are discussed in further detail in Note 1, “Basis of presentation and summary of significant accounting policies,” in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
48
Financial highlights
The following table presents certain selected historical consolidated statements of income and balance sheets data and key performance indicators and other measures as of the dates or for the periods indicated. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.
As of or for the three months ended
As of or for the year-ended
March 31,
December 31,
(dollars in thousands, except share data)
2026
2025
2025
Selected Balance Sheet Data
Cash and cash equivalents
$
1,157,763
$
794,706
$
1,155,895
Investment securities, at fair value
1,498,547
1,580,720
1,459,734
Loans held for sale
231,359
172,770
201,076
Loans HFI
12,503,815
9,771,536
12,383,626
Allowance for credit losses on loans HFI
(186,324)
(150,531)
(185,983)
Total assets
16,468,439
13,136,449
16,300,292
Interest-bearing deposits (non-brokered)
10,838,139
8,623,636
10,649,932
Brokered deposits
574,216
414,428
625,634
Noninterest-bearing deposits
2,664,480
2,163,934
2,634,395
Total deposits
14,076,835
11,201,998
13,909,961
Borrowings
213,188
168,944
212,764
Allowance for credit losses on unfunded commitments
15,398
6,493
16,196
Total common shareholders’ equity
1,973,873
1,601,962
1,948,165
Selected Statement of Income Data
Total interest income
$
225,350
$
179,706
$
833,926
Total interest expense
79,385
72,065
317,826
Net interest income
145,965
107,641
516,100
Provisions for credit losses
3,024
2,292
43,278
Total noninterest income
26,375
23,032
43,910
Total noninterest expense
95,164
79,549
378,214
Income before income taxes
74,152
48,832
138,518
Income tax expense
16,626
9,471
15,880
Net income applicable to noncontrolling interest
—
—
16
Net income applicable to FB Financial Corporation
$
57,526
$
39,361
$
122,622
Net interest income (tax-equivalent basis)
$
146,774
$
108,427
$
519,393
Per Common Share
Basic net income
$
1.11
$
0.84
$
2.47
Diluted net income
1.10
0.84
2.45
Book value
38.39
34.44
37.64
Tangible book value
(1)
31.00
29.12
30.27
Cash dividends declared
0.21
0.19
0.76
Selected Ratios
Return on average:
Assets
1.43
%
1.21
%
0.84
%
Common shareholders’ equity
11.9
%
10.1
%
6.90
%
Tangible common equity
(1)
14.7
%
11.9
%
8.40
%
Efficiency ratio
55.2
%
60.9
%
67.5
%
Core efficiency ratio (tax-equivalent basis)
(1)
54.3
%
59.9
%
56.4
%
Loans HFI to deposit ratio
88.8
%
87.2
%
89.0
%
Noninterest-bearing deposits to total deposits
18.9
%
19.3
%
18.9
%
Net interest margin (tax-equivalent basis)
3.94
%
3.55
%
3.81
%
Yield on interest-earning assets
6.07
%
5.91
%
6.14
%
Cost of interest-bearing liabilities
2.83
%
3.16
%
3.13
%
Cost of total deposits
2.27
%
2.54
%
2.49
%
49
As of or for the three months ended
As of or for the year ended
March 31,
December 31,
2026
2025
2025
Credit Quality Ratios
Allowance for credit losses on loans HFI as a percentage of loans HFI
1.49
%
1.54
%
1.50
%
Annualized net charge-offs as a percentage of average loans HFI
(0.11)
%
(0.14)
%
(0.06)
%
Nonperforming loans HFI as a percentage of loans HFI
0.96
%
0.79
%
0.97
%
Nonperforming assets as a percentage of total assets
(2)
0.98
%
0.84
%
0.97
%
Capital Ratios (Company)
Total common shareholders’ equity to assets
12.0
%
12.2
%
12.0
%
Tangible common equity to tangible assets
(1)
9.91
%
10.5
%
9.84
%
Tier 1 leverage
10.4
%
11.4
%
10.3
%
Tier 1 risk-based capital
11.5
%
13.1
%
11.4
%
Total risk-based capital
13.4
%
15.2
%
13.2
%
Common Equity Tier 1
11.5
%
12.8
%
11.4
%
(1)
Non-GAAP financial measure; See "GAAP reconciliation and management explanation of non-GAAP financial measures” and non-GAAP reconciliations herein.
(2)
Includes $32.6 million
,
$27.2 million, and $28.1 million of optional rights to repurchase delinquent GNMA loans as of March 31, 2026, March 31, 2025 and December 31, 2025, respectively.
GAAP reconciliation and management explanation of non-GAAP financial measures
We identify certain financial measures discussed in this Report as being “non-GAAP financial measures.” The non-GAAP financial measures presented in this Report are adjusted efficiency ratio (tax-equivalent basis), tangible book value per common share, tangible common equity to tangible assets and return on average tangible common equity.
In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our consolidated statements of income, balance sheets or statements of cash flows. The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of these, and reconciliation for, each of non-GAAP financial measures.
Adjusted efficiency ratio (tax-equivalent basis)
The adjusted efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains, losses and other selected items. Our management uses this measure in its analysis of our performance. Our management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as well as demonstrates the effects of significant gains and charges. The most directly comparable financial measure calculated in accordance with GAAP is the efficiency ratio.
50
The following table presents a reconciliation of our adjusted efficiency ratio (tax-equivalent basis) to our efficiency ratio for the periods below:
(dollars in thousands)
Three Months Ended March 31,
Year Ended December 31,
2026
2025
2025
Adjusted efficiency ratio (tax-equivalent basis)
Total noninterest expense
$
95,164
$
79,549
$
378,214
Less early retirement and severance costs
—
—
1,395
Less loss on lease terminations and other branch closure costs
5
—
282
Less charitable contribution to FirstBank Foundation
—
—
1,130
Less merger and integration costs
1,447
401
23,803
Adjusted noninterest expense
$
93,712
$
79,148
$
351,604
Net interest income
$
145,965
$
107,641
$
516,100
Net interest income (tax-equivalent basis)
146,774
108,427
519,393
Total noninterest income
26,375
23,032
43,910
Less gain (loss) from securities, net
1
16
(60,457)
Less loss on sales or write-downs of other real estate owned and other assets
(320)
(625)
(1,166)
Less cash life insurance benefit
763
—
1,148
Adjusted noninterest income
$
25,931
$
23,641
$
104,385
Total revenue
$
172,340
$
130,673
$
560,010
Adjusted revenue (tax-equivalent basis)
$
172,705
$
132,068
$
623,778
Efficiency ratio
55.2
%
60.9
%
67.5
%
Adjusted efficiency ratio (tax-equivalent basis)
54.3
%
59.9
%
56.4
%
Tangible book value per common share and tangible common equity to tangible assets
Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by management to evaluate capital adequacy. Because intangible assets, such as goodwill and other intangibles, vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare our capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total shareholders’ equity to total assets.
The following table presents, as of the dates set forth below, tangible common equity compared with total common shareholders’ equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total common shareholders’ equity to total assets
:
51
March 31,
December 31,
(dollars in thousands, except share data)
2026
2025
2025
Tangible assets
Total assets
$
16,468,439
$
13,136,449
$
16,300,292
Adjustments:
Goodwill
(350,353)
(242,561)
(350,353)
Intangibles, net
(29,415)
(5,106)
(31,284)
Tangible assets
$
16,088,671
$
12,888,782
$
15,918,655
Tangible common equity
Total common shareholders’ equity
$
1,973,873
$
1,601,962
$
1,948,165
Adjustments:
Goodwill
(350,353)
(242,561)
(350,353)
Intangibles, net
(29,415)
(5,106)
(31,284)
Tangible common equity
$
1,594,105
$
1,354,295
$
1,566,528
Common shares outstanding
51,418,024
46,514,547
51,752,401
Book value per common share
$
38.39
$
34.44
$
37.64
Tangible book value per common share
$
31.00
$
29.12
$
30.27
Total common shareholders’ equity to total assets
12.0
%
12.2
%
12.0
%
Tangible common equity to tangible assets
9.91
%
10.5
%
9.84
%
Return on average tangible common equity
Return on average tangible common equity is a non-GAAP measure that uses average shareholders’ equity and excludes the impact of goodwill and other intangibles. This measurement is used by management to provide a depiction of our profitability without being impacted by intangible assets, as intangible assets are not directly managed to generate earnings. The most directly comparable financial measure calculated in accordance with GAAP is return on average common shareholders' equity.
The following table presents, as of the dates set forth below, reconciliations of total average tangible common equity to average shareholders’ equity and return on average tangible common equity to return on average shareholders’ equity:
Three Months Ended March 31,
Year Ended December 31,
(dollars in thousands)
2026
2025
2025
Return on average tangible common equity
Total average common shareholders’ equity
$
1,965,877
$
1,583,958
$
1,776,945
Adjustments:
Average goodwill
(350,353)
(242,561)
(296,901)
Average intangibles, net
(30,394)
(5,426)
(19,492)
Average tangible common equity
$
1,585,130
$
1,335,971
$
1,460,552
Net income applicable to FB Financial Corporation
$
57,526
$
39,361
$
122,622
Return on average common shareholders’ equity
11.9
%
10.1
%
6.90
%
Return on average tangible common equity
14.7
%
11.9
%
8.40
%
52
Company overview
We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned subsidiary bank, FirstBank, and its subsidiaries. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Alabama, Kentucky, North Carolina and Georgia. As of March 31, 2026, our footprint included 90 full-service branches serving markets across Tennessee, including Nashville, Chattanooga, Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky, Columbus and Newnan, Georgia and Birmingham, Anniston, Huntsville, and Auburn, Alabama. Additionally, our banking services extend to community markets throughout our footprint. FirstBank also provides retail mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States.
We operate through two segments, Banking and Mortgage. We generate most of our revenue in our Banking segment from interest on loans and investments, loan-related fees, trust and investment services and deposit-related fees. Our primary source of funding for our loans is customer deposits, however we have other sources of funds including unsecured credit lines, brokered CDs, and other borrowings. We generate most of our revenue in our Mortgage segment from origination fees and gains on sales in the secondary mortgage loan market, as well as from mortgage servicing revenues.
Mergers and acquisitions
Southern States Bancshares, Inc.
On July 1, 2025, the Company completed its merger with Southern States Bancshares, Inc. and its wholly-owned subsidiary, Southern States Bank, with FB Financial Corporation continuing as the surviving entity. This merger strengthens the Company’s presence in existing markets, such as Birmingham and Huntsville, Alabama, while expanding the Company’s footprint further into Alabama and Georgia. The Company acquired total assets of $2.83 billion, total loans of $2.27 billion and assumed total deposits of $2.47 billion. Under the terms of the agreement, each outstanding share of Southern States common stock was converted into the right to receive 0.80 shares of the Company’s stock. Additionally, fractional shares and outstanding stock options were settled in cash. As a result, total consideration paid was $368.4 million based on the Company’s closing stock price of $45.30 per share on June 30, 2025. The merger resulted in additional goodwill of $107.8 million being recorded based on fair value estimates of total net assets acquired and liabilities assumed in the transaction.
Overview of recent financial performance
Results of operations
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Our net income increased during the three months ended March 31, 2026 to $57.5 million from $39.4 million for the three months ended March 31, 2025. Diluted earnings per common share was $1.10 and $0.84 for the three months ended March 31, 2026 and 2025, respectively. Our net income represented a ROAA of 1.43% and 1.21% for the three months ended March 31, 2026 and 2025, respectively, and a ROAE of 11.9% and 10.1% for the same periods. Our ratio of ROATCE for the three months ended March 31, 2026 and 2025 was 14.7% and 11.9%, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on average tangible common equity.
During the three months ended March 31, 2026, our net interest income increased to $146.0 million from $107.6 million for the three months ended March 31, 2025. Our net interest margin, on a tax-equivalent basis, increased to 3.94% for the three months ended March 31, 2026 as compared to 3.55% for the three months ended March 31, 2025. The increase in net interest income and net interest margin, on a tax-equivalent basis, reflects a $45.7 million increase in interest income, partially offset by a $7.3 million increase in interest expense.
Provision for credit losses of $3.0 million was recognized for the three months ended March 31, 2026 and $2.3 million for the three months ended March 31, 2025. The increase was driven primarily by charge-off activity during the quarter and higher loan balances, partially offset by modestly improved economic forecasts and changes in commitment reserve rates and the mix of available commitments across calculation segments.
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Noninterest income for the three months ended March 31, 2026 increased by $3.3 million to $26.4 million, compared to $23.0 million for the prior year period. The increase in noninterest income was driven by increases in BOLI income primarily related to proceeds received from a death benefit, service charges on deposit accounts and investment services and trust income.
Noninterest expense increased to $95.2 million for the three months ended March 31, 2026, compared with $79.5 million for the three months ended March 31, 2025. The increase in noninterest expense was primarily driven by higher salaries, commissions and benefits of $9.0 million due to increased headcount resulting from the Southern States merger and higher performance‑based compensation. Additionally, other expense increased $3.7 million, driven in part by higher franchise tax expense. Merger-related expenses also increased during the period and included $1.4 million of core deposit intangible amortization, $1.0 million of merger and integration costs and $0.9 million in occupancy expense.
Business segment highlights
We operate our business in two business segments: Banking and Mortgage. See Note 12, “Segment reporting” in the notes to our consolidated financial statements contained herein for a description of these business segments.
Banking
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
The Banking segment contributed $73.5 million of income before taxes for the current period as compared to $47.3 million for the previous period. Net interest income totaled $143.1 million during the three months ended March 31, 2026 compared to $105.8 million during the previous period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $2.0 million of provision expense during the current period as compared to $2.2 million during the previous period. The Banking segment recorded noninterest income of $14.0 million in the current period as compared to $10.7 million in the previous period. This increase includes increases in BOLI income, service charges on deposit accounts and investment services and trust income. Noninterest expense increased to $81.6 million for the current period compared to $66.9 million for the for the previous period, primarily due to increases in salaries, commissions and benefits, amortization of core deposit intangibles, occupancy, and merger and integration costs, with the majority of these increases associated with the Southern States merger. Additionally, a franchise tax expense was recognized in the current period.
Mortgage
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Activity in our Mortgage segment resulted income before income taxes of $0.6 million for the current period, as compared to $1.5 million of income before taxes in the prior period. Net interest income was $2.8 million for the current period and $1.9 million for the prior period. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in provision expense of $1.0 million during the current period compared to $0.1 million of provision expense during the prior period. The increase in provisions for credit losses was due primarily to a change in the CECL loss estimation methodology as of June 30, 2025, which notably impacted the Company's reserves on 100% financed 1-to-4 mortgages, as well as a change in forecasts associated with home prices which impacted mortgage reserves more broadly. Mortgage banking income decreased $0.2 million to $12.3 million during the current period compared to $12.4 million in the prior period.
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The components of mortgage banking income for the three months ended March 31, 2026 and 2025 were as follows:
Three Months Ended March 31,
(dollars in thousands)
2026
2025
Mortgage banking income
Gains and fees from origination and sale of mortgage
loans held for sale
$
8,517
$
5,602
Net change in fair value of loans held for sale and derivatives
1,008
2,816
Change in fair value on MSRs, net of hedging
(3,852)
(3,069)
Mortgage servicing income
6,580
7,077
Total mortgage banking income
$
12,253
$
12,426
Interest rate lock commitment volume
$
490,265
$
381,777
Interest rate lock commitment volume by purpose (%):
Purchase
74.6
%
86.1
%
Refinance
25.4
%
13.9
%
Mortgage sales
$
295,123
$
222,805
Mortgage sale margin
2.89
%
2.51
%
Closing volume
$
325,403
$
271,383
Outstanding principal balance of mortgage loans serviced
$
9,455,049
$
10,061,485
Noninterest expense for the three months ended March 31, 2026 and 2025 was $13.6 million and $12.6 million, respectively. This increase is reflective of higher commissions and incentives expenses resulting from increased mortgage production during the period.
Results of operations
Throughout the following discussion of our operating results, we present our net interest income, net interest margin and core efficiency ratio on a fully tax-equivalent basis. The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain qualifying loans and investments.
Our tax-exempt income is converted to a tax-equivalent basis by adjusting for the combined federal and blended state statutory income tax rate of 26.06% for the three months ended March 31, 2026 and 2025.
Net interest income
Net interest income is the principle component of our earnings and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest income and margin are shaped by fluctuations in interest rates as well as changes in volume and mix of earning assets and interest-bearing liabilities.
During the three months ended March 31, 2026, the U.S. Treasury yield curve continued to normalize, with modest steepening in the intermediate and longer‑term maturities as short‑term interest rates declined over the prior year and longer‑term yields remained elevated. This compares to the three months ended March 31, 2025, when the yield curve was in the early stages of normalization following initial short‑term rate reductions and an increase in longer‑term yields. The Federal Funds Target Rate range was 3.50% - 3.75% and 4.25% - 4.50% as of March 31, 2026 and March 31, 2025, respectively.
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Net interest income increased $38.3 million to $146.8 million for the three months ended March 31, 2026 as compared to $108.4 million for the three months ended March 31, 2025. Net interest margin was 3.94% for the three months ended March 31, 2026 compared to 3.55% for the three months ended March 31, 2025. Net interest income was broadly driven by higher average balances of loans held for investment resulting primarily from the Southern States merger, along with an increase in net interest margin attributable to higher loan yields and a decline in the average cost of interest‑bearing deposits.
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Interest income was $226.2 million for the three months ended March 31, 2026, compared to $180.5 million for the three months ended March 31, 2025, an increase of $45.7 million. The increase in interest income was primarily attributable to loans HFI, which increased $47.0 million to $199.1 million for the three months ended March 31, 2026 from $152.2 million for the three months ended March 31, 2025. The increase was driven by higher average balances of loans held for investment supported in part by the Southern States merger, with an incremental increase in yield. The yield on loans HFI increased 10 basis points to 6.51% for the three months ended March 31, 2026 from 6.41% for the three months ended March 31, 2025, largely due to accretion on purchased loans.
The components of our loan yield for the three months ended March 31, 2026 and 2025 were as follows:
Three Months Ended March 31,
2026
2025
(dollars in thousands)
Interest
income
Average
yield
Interest
income
Average
yield
Loans HFI yield components:
Contractual interest rate on loans HFI
(1)
$
190,529
6.22
%
$
149,819
6.31
%
Origination and other loan fee income
2,148
0.07
%
1,797
0.08
%
Accretion on purchased loans
6,297
0.21
%
2
—
%
Nonaccrual interest collections
171
0.01
%
556
0.02
%
Total loans HFI yield
$
199,145
6.51
%
$
152,174
6.41
%
(1)
Includes tax equivalent adjustment using combined federal and blended state statutory income tax rate of 26.06%.
Accretion on purchased loans contributed 17 basis points to the NIM for the three months ended March 31, 2026 as a result of the recent merger. There was no impact of accretion on purchased loans to the NIM for the three months ended March 31, 2025.
Interest expense was $79.4 million for the three months ended March 31, 2026, an increase of $7.3 million as compared to $72.1 million for the three months ended March 31, 2025. The increase was driven by higher average interest‑bearing deposit balances resulting primarily from the recent merger, partially offset by declines in the rates paid on interest‑bearing deposits.
Interest expense on interest-bearing deposit accounts totaled $77.9 million for the three months ended March 31, 2026, an increase of $7.6 million from the prior year, largely due to increases in average balances across most deposit categories, particularly money market deposits and customer time deposits, reflecting balance growth associated with the recent merger. Lower rates paid across these deposit categories partially offset the impact of higher average balances. The average rate paid on interest-bearing deposits was 2.80% for the three months ended March 31, 2026 compared to 3.13% for the three months ended March 31, 2025.
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Average balance and interest yield/rate analysis
The table below shows the average balances, income and expense and yield and rates of each of our interest-earning assets and interest-bearing liabilities on a tax equivalent basis, if applicable, for the periods indicated.
Three Months Ended March 31,
2026
2025
(dollars in thousands)
Average balances
Interest
income/
expense
Average
yield/
rate
Average balances
Interest
income/
expense
Average
yield/
rate
Interest-earning assets:
Loans HFI
(1)(2)
$
12,415,278
$
199,145
6.51
%
$
9,621,057
$
152,174
6.41
%
Mortgage loans held for sale
171,452
2,550
6.03
%
93,944
1,433
6.19
%
Investment securities:
Taxable
1,378,627
13,575
3.99
%
1,541,868
14,471
3.81
%
Tax-exempt
(2)
168,658
1,425
3.43
%
167,958
1,397
3.37
%
Total investment securities
(2)
1,547,285
15,000
3.93
%
1,709,826
15,868
3.76
%
Federal funds sold and reverse repurchase agreements
207,809
2,021
3.94
%
123,390
1,374
4.52
%
Interest-bearing deposits with other financial institutions
698,672
6,337
3.68
%
811,216
8,902
4.45
%
Restricted equity securities, at cost
79,257
1,106
5.66
%
32,493
741
9.25
%
Total interest-earning assets
(2)
15,119,753
226,159
6.07
%
12,391,926
180,492
5.91
%
Noninterest-earning assets:
Cash and due from banks
147,305
123,158
Allowance for credit losses on loans HFI
(188,214)
(152,234)
Other assets
(3)(4)
1,179,428
844,119
Total noninterest-earning assets
1,138,519
815,043
Total assets
$
16,258,272
$
13,206,969
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing checking
$
2,628,330
$
12,348
1.91
%
$
2,840,211
$
18,267
2.61
%
Money market deposits
5,471,973
39,871
2.96
%
4,083,754
34,360
3.41
%
Savings deposits
447,380
656
0.59
%
353,865
66
0.08
%
Customer time deposits
2,116,914
19,000
3.64
%
1,373,045
12,702
3.75
%
Brokered and internet time deposits
604,764
6,003
4.03
%
443,923
4,854
4.43
%
Time deposits
2,721,678
25,003
3.73
%
1,816,968
17,556
3.92
%
Total interest-bearing deposits
11,269,361
77,878
2.80
%
9,094,798
70,249
3.13
%
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased
12,554
16
0.52
%
11,046
6
0.22
%
Subordinated debt
83,798
1,486
7.19
%
130,755
1,804
5.60
%
Other borrowings
1,118
5
1.81
%
1,220
6
1.99
%
Total other interest-bearing liabilities
97,470
1,507
6.27
%
143,021
1,816
5.15
%
Total interest-bearing liabilities
11,366,831
79,385
2.83
%
9,237,819
72,065
3.16
%
Noninterest-bearing liabilities:
Demand deposits
2,652,462
2,134,924
Other liabilities
(4)
273,009
250,175
Total noninterest-bearing liabilities
2,925,471
2,385,099
Total liabilities
14,292,302
11,622,918
FB Financial Corporation common shareholders’ equity
1,965,877
1,583,958
Noncontrolling interest
93
93
Shareholders’ equity
1,965,970
1,584,051
Total liabilities and shareholders’ equity
$
16,258,272
$
13,206,969
Net interest income (tax-equivalent basis)
(2)
$
146,774
$
108,427
Interest rate spread (tax-equivalent basis)
(2)
3.24
%
2.75
%
Net interest margin (tax-equivalent basis)
(2)(5)
3.94
%
3.55
%
Cost of total deposits
2.27
%
2.54
%
Average interest-earning assets to average interest-bearing liabilities
133.0
%
134.1
%
(1)
Average balances of nonaccrual loans and overdrafts are included in average loan balances.
(2)
Interest income includes the effects of taxable-equivalent adjustments using the combined federal and blended state statutory income tax rate to increase tax-exempt interest income to a tax-
equivalent basis. The net tax-equivalent adjustment amounts included in income were $0.8 million for both the three months ended March 31, 2026 and 2025.
(3)
Includes average net unrealized losses on investment securities available for sale of $43.4 million and $132.3 million for the three months ended March 31, 2026 and 2025, respectively.
(4)
Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria of $32.0 million and $30.7 million for the three months ended March 31, 2026 and 2025, respectively.
(5)
The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.
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Yield/rate and volume analysis
The tables below present the components of the changes in net interest income for the three months ended March 31, 2026 and 2025. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volume and changes due to interest rates, with the changes in both volume and interest rates allocated to these two categories based on the proportionate absolute changes in each category.
Three months ended March 31, 2026 compared to three months ended March 31, 2025 due to changes in
(dollars in thousands)
Volume
Yield/rate
Net increase
(decrease)
Interest-earning assets:
Loans HFI
(1)(2)
$
44,820
$
2,151
$
46,971
Loans held for sale - mortgage
1,153
(36)
1,117
Investment securities:
Taxable
(1,607)
711
(896)
Tax-exempt
(2)
6
22
28
Federal funds sold and reverse repurchase agreements
821
(174)
647
Interest-bearing deposits with other financial institutions
(1,021)
(1,544)
(2,565)
Restricted equity securities, at cost
653
(288)
365
Total interest income
(2)
44,825
842
45,667
Interest-bearing liabilities:
Interest-bearing checking deposits
(995)
(4,924)
(5,919)
Money market deposits
10,115
(4,604)
5,511
Savings deposits
137
453
590
Customer time deposits
6,676
(378)
6,298
Brokered and internet time deposits
1,597
(448)
1,149
Securities sold under agreements to repurchase and federal funds
purchased
2
8
10
Subordinated debt
(833)
515
(318)
Other borrowings
—
(1)
(1)
Total interest expense
16,699
(9,379)
7,320
Change in net interest income
(2)
$
28,126
$
10,221
$
38,347
(1)
Average loans are presented gross, including nonaccrual loans and overdrafts.
(2)
Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis. The net taxable-equivalent adjustment amounts included was $0.8 million for both the three months ended March 31, 2026 and 2025.
Pr
ovision for credit losses
The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity.
Our allowance for credit losses calculation as of March 31, 2026 resulted from management’s best estimate of losses over the life of loans and unfunded commitments in our portfolio in accordance with the CECL approach.
Beginning with June 30, 2025, we began to utilize the discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, to estimate the expected credit losses of its loan segments, except consumer and other loans, which utilized the weighted average remaining maturity loss rate technique. See “Note 1, “Basis of presentation and summary of significant accounting policies” in our Annual Report on Form 10-K for the year ended December 31, 2025, for further discussion on the change in estimate.
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The discounted cash flow was calibrated using a regression analysis that relates one or more economic variables to our historical default rates and selected peer banks for each loan segment. We determined that national unemployment, national housing price index, national commercial real estate index and prime rates were the key economic variables that were most correlated to our historical loss performance and our peer banks. Reasonable and supportable forecasts of these economic indicators are utilized within the discounted cash flow to estimate expected credit losses for each loan segment. Current and forecast economic conditions, including those affecting these and other economic variables or macroeconomic conditions, such as global conflicts or tariffs, may continue to lead to increased volatility in our calculated level of allowance for credit losses.
Prior to the changes described above, our estimates for credit losses calculation utilized lifetime loss rate model and included economic forecasts for unemployment, gross domestic product, as well as other macroeconomic events which may impact our loan portfolio.
We recognized a provision for credit losses on loans HFI for the three months ended March 31, 2026 and 2025 of $3.8 million and $1.9 million, respectively. The current period provision on loans HFI was driven by loan growth and charge-offs during the quarter offset by slightly improved economic forecasts. For the three months ended March 31, 2025, the provision on loans HFI is due to growth in loan balances in most categories and charge-off activity offset by notable decreases in multi-family and construction lending and slight improvement in economic forecasts.
We recorded a reversal of credit losses on unfunded commitments of $0.8 million and provision expense of $0.4 million for the three months ended March 31, 2026 and 2025, respectively. The reversal of credit losses on unfunded commitments for the three months ended March 31, 2026 was primarily due to changes in segment-level reserve rates and the mix of available commitments among calculation segments. For the three months ended March 31, 2025, the increase in provision for credit losses on unfunded commitments was driven by an increase in outstanding construction commitments partially offset by a broader decrease of outstanding commitment balances across other categories from year-end balances. The increase in construction unfunded commitments was attributable to reduced utilization of existing construction lines which caused an increase in the available commitment in these relationships.
During the three months ended March 31, 2026 and 2025, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on AFS debt securities during the three months ended March 31, 2026 and 2025.
Noninterest income
The following table sets forth the components of noninterest income for the periods indicated:
Three Months Ended March 31,
(dollars in thousands)
2026
2025
Mortgage banking income
$
12,253
$
12,426
Service charges on deposit accounts
4,376
3,479
Investment services and trust income
4,348
3,711
ATM and interchange fees
2,977
2,677
Gain from investment securities, net
1
16
Loss on sales or write-downs of premises and equipment, other real estate owned and other assets
(320)
(625)
Other income
2,740
1,348
Total noninterest income
$
26,375
$
23,032
59
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Noninterest income amounted to $26.4 million for the three months ended March 31, 2026, an increase of $3.3 million
,
as compared to income of $23.0 million for the three months ended March 31, 2025. The increase in total noninterest income was driven by increases in other income, service charges on deposit accounts and investment services and trust income offset by a decrease in mortgage banking income.
Mortgage banking income includes origination fees, gains and losses on the sale of mortgage loans, changes in fair value of mortgage loans and related derivatives, as well as mortgage servicing income, which includes the change in fair value of MSRs and related derivatives. Mortgage banking income was $12.3 million for the three months ended March 31, 2026, a decrease of $0.2 million compared to the prior period.
Investment services and trust income is comprised of wealth management fees and trust and insurance income. This caption increased $0.6 million during the three months ended March 31, 2026 to $4.3 million as compared to $3.7 million during the three months ended March 31, 2025. This growth was driven primarily by higher fees resulting from increased assets under management in existing accounts.
Service charges on deposit accounts include overdraft fees, account analysis fees and other customer transaction-related service charges. Service charges on deposit accounts increased $0.9 million during the three months ended March 31, 2026 to $4.4 million as compared to $3.5 million during the three months ended March 31, 2025. The increase was primarily due to the increase in deposit accounts from the Southern States merger.
ATM and interchange fees represent income related to customers’ utilization of their debit cards and interchange income. ATM and interchange fees were $3.0 million
for the three months ended March 31, 2026, compared to $2.7 million for the three months ended March 31, 2025.
Net gain from investment securities was $1 thousand for the three months ended March 31, 2026 compared to $16 thousand for the three months ended March 31, 2025.
Net loss on sales or write-downs of premises and equipment, other real estate owned and other assets improved by $0.3 million for the three months ended March 31, 2026.
Other income is comprised of income recognized that does not typically fit into other income categories and includes components such as BOLI income, swap fees, and equity investments income. Other income increased $1.4 million to $2.7 million during the three months ended March 31, 2026 as compared to $1.3 million during the three months ended March 31, 2025. This increase reflects higher BOLI income of $1.0 million, largely due to $0.8 million of death benefit proceeds recognized during the three months ended March 31, 2026.
Noninterest expense
The following table sets forth the components of noninterest expense for the periods indicated:
Three Months Ended March 31,
(dollars in thousands)
2026
2025
Salaries, commissions and employee benefits
$
57,348
$
48,351
Occupancy and equipment expense
7,476
6,597
Data processing
2,454
2,313
Advertising
2,148
2,487
Legal and professional fees
1,980
1,992
Amortization of core deposit and other intangibles
1,869
656
Merger and integration costs
1,447
401
Other expense
20,442
16,752
Total noninterest expense
$
95,164
$
79,549
60
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Noninterest expense increased by $15.7 million, or 19.6%, during the three months ended March 31, 2026 to $95.2 million as compared to $79.5 million in the three months ended March 31, 2025. The increase in noninterest expense was attributable to increases in salaries and employee benefits, amortization of core deposit intangible and other intangibles, merger and integration costs associated with the Southern States merger and other noninterest expense.
Salaries, commissions and employee benefits expense is comprised of salaries and wages in addition to other employee benefit costs and represents the largest component of noninterest expense. Salaries, commissions and employee benefits expense increased $9.0 million, or 18.6%, to $57.3 million for the three months ended March 31, 2026 as compared to $48.4 million for the three months ended March 31, 2025. This change was driven by increases in the salaries and benefit costs due to increased headcount resulting from the Southern States merger, combined with an increase in performance-based compensation driven by improvement in the Company’s performance metrics.
Occupancy and equipment expense includes occupancy, depreciation and equipment expense. Occupancy and equipment expense of $7.5 million and $6.6 million was recognized for the three months ended March 31, 2026 and 2025. The increase was driven by the expansion of our branch network in connection with the Southern States merger.
Merger and integration costs include costs associated with the merger, integration and conversion of business combinations. Merger and integration costs were $1.4 million
for the three months ended March 31, 2026 associated with the merger with Southern States. These costs primarily include other employee-related costs and costs associated with branch consolidation, conversion and integration activities.
Data processing is comprised of all third-party core operating systems and processing charges as well as payroll processing. Data processing fees were $2.5 million
for the three months ended March 31, 2026, compared to $2.3 million for the three months ended March 31, 2025.
Advertising includes expenses related to sponsorships, advertising, marketing, customer relations and business development and public relations. During the three months ended March 31, 2026, advertising expense decreased $0.3 million to $2.1 million compared to $2.5 million during the three months ended March 31, 2025.
Legal and professional fees represent fees incurred for the various support functions, which includes legal, consulting, outsourcing and other professional related fees. Legal and professional fees were $2.0 million for both the three months ended March 31, 2026 and 2025.
Amortization of core deposit and other intangibles was $1.9 million
for the three months ended March 31, 2026, compared to $0.7 million for the three months ended March 31, 2025. The increase was primarily due to $1.4 million of amortization associated with the core deposit intangible assumed with the merger of Southern States.
Other noninterest expense increased $3.7 million during the three months ended March 31, 2026 to $20.4 million compared to $16.8 million during the three months ended March 31, 2025. The increase was attributable to a $0.9 million increase in franchise tax expense and modest increases across a range of other expense categories, including software license and maintenance fees, regulatory costs, card transaction fees, contributions and dues, servicing fees and other operating expenses.
Efficiency ratio
The efficiency ratio is one measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense by the sum of net interest income and noninterest income. For an adjusted efficiency ratio, we exclude certain gains, losses and expenses we do not consider core to our business.
Our efficiency ratio was 55.2% and 60.9% for the three months ended March 31, 2026 and 2025, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 54.3% and 59.9% for the three months ended March 31, 2026 and 2025, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.
61
Income taxes
Income tax expense was $16.6 million and $9.5 million for the three months ended March 31, 2026 and 2025, respectively. This represents effective tax rates of 22.4% and 19.4% for the three months ended March 31, 2026 and 2025, respectively. The primary differences from the enacted Federal rates are applicable state income taxes and certain non‑deductible expenses, including limitations under Section 162(m). Refer to Note 8 “Income taxes” in the notes to the consolidated financial statements for additional information regarding the Company's income tax expense and effective tax rates.
Financial condition
The following discussion of our financial condition compares balances as of March 31, 2026 and December 31, 2025.
Loan portfolio
The following table sets forth the balance and associated percentage of each class of financing receivable in our loan portfolio as of the dates indicated:
March 31,
December 31,
2026
2025
(dollars in thousands)
Committed
Amount Outstanding
% of total outstanding
Committed
Amount Outstanding
% of total outstanding
Loan Type:
Commercial and industrial
$
3,705,063
$
2,239,228
18
%
$
3,646,142
$
2,181,935
18
%
Construction
1,907,281
1,177,082
9
%
1,893,275
1,188,494
10
%
Residential real estate:
1-to-4 family mortgage
1,870,735
1,856,308
15
%
1,855,064
1,838,122
15
%
Residential line of credit
1,605,951
768,190
6
%
1,569,351
741,309
6
%
Multi-family mortgage
724,940
716,795
6
%
752,058
745,360
6
%
Commercial real estate:
Owner-occupied
2,302,161
2,204,731
18
%
2,241,135
2,148,870
17
%
Non-owner occupied
2,929,176
2,869,759
23
%
2,965,536
2,900,499
23
%
Consumer and other
695,485
671,722
5
%
659,567
639,037
5
%
Total loans
$
15,740,792
$
12,503,815
100
%
$
15,582,128
$
12,383,626
100
%
Our loans HFI portfolio is our most significant earning asset, comprising 75.9% and 76.0% of our total assets at March 31, 2026 and December 31, 2025, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer type loans that comply with our credit policies and that produce revenues consistent with our financial objectives. Our overall lending approach is primarily focused on providing credit to our customers directly in the markets we serve. However, we also participate in loan syndications and participations from other banks (collectively, “participated loans”). As of March 31, 2026 and December 31, 2025, loans HFI included approximately $434.3 million and $433.2 million, respectively, related to participated loans.
We also sell loan participations to unaffiliated third-parties as part of our credit risk management and balance sheet management strategy. During the three months ended March 31, 2026 and 2025, we sold $2.4 million and $1.1 million loan participations, respectively. All loans, whether or not we act as a participant, are underwritten to the same standards as all other loans we originate. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.
Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Our lending activity is heavily concentrated in the geographic market areas we serve, with the highest concentration in Tennessee. This geographic concentration subjects our loan portfolio to the general economic conditions within the state. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses on loans HFI. As of March 31, 2026 and December 31, 2025, there were no concentrations of loans exceeding 10% of total loans other than our geographic exposure to Tennessee, Alabama and Georgia, as well as the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories. For additional details related to the concentrations within our loan portfolio, refer to the industry classification and collateral property type concentration tables detailed later in this section.
62
Banking regulators have established guidelines of less than 100% of Tier 1 capital plus allowance for credit losses in construction lending and less than 300% of Tier 1 capital plus allowance for credit losses in commercial real estate lending that management monitors as part of the risk management process. The construction concentration ratio is a percentage of the outstanding construction and land development loans to total Tier 1 capital plus allowance for credit losses. The commercial real estate concentration ratio is a percentage of the outstanding balance of non-owner occupied commercial real estate, multifamily, and construction and land development loans to Tier 1 capital plus allowance for credit losses. Management strives to operate within the thresholds set forth above. When our ratios are in excess of one or both of these guidelines, banking regulators generally require an increased level of monitoring in these lending areas by management.
The table below shows concentration ratios for the Bank and Company as of March 31, 2026 and December 31, 2025.
As a percentage (%) of Tier 1 capital plus allowance for credit losses
FirstBank
FB Financial Corporation
March 31, 2026
Construction
63.0
%
63.9
%
Commercial real estate
256.4
%
260.1
%
December 31, 2025
Construction
64.6
%
65.6
%
Commercial real estate
264.5
%
268.4
%
63
Loan categories:
The principal categories of our loans held for investment portfolio are discussed below:
Commercial and industrial loans.
Commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses, and farmers for working capital and operating needs and business expansions. This category also includes loans secured by manufactured housing receivables made primarily to manufactured housing communities. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but also include collateralization by inventory, accounts receivable, equipment and personal guarantees. This loan segment also includes our farmland and agriculture loans which are underwritten with various terms and payment schedules and are generally collateralized by real estate, crop production, or other related assets.
Construction loans.
Construction loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small and medium-sized businesses and individuals. These loans are generally secured by the land, or the real property being built and are made based on our assessment of the value of the property on an as-completed basis and repayment depends upon project completion and sale, refinancing, or operation of the real estate.
1-to-4 family mortgage loans.
Our residential real estate 1-to-4 family mortgage loans are primarily made with respect to and secured by single family homes in a first lien position which are both owner-occupied and investor owned. This pool also includes 100% financed mortgages that consist of 1-to-4 family mortgages that are originated under a 100% financing program. 100% financed mortgages loans are further evaluated separately from the 1-4 family mortgage pool due to high initial loan-to-value. This pool also includes our manufactured housing loans secured by real estate collateral. Repayment of loans in this loan segment are primarily dependent upon the cash flow of the borrower and the value of the property.
Residential line of credit loans.
Our residential line of credit loans includes junior liens consist of revolving lines of credit and term notes that are typically not in first position for liquidation preference. Repayment depends primarily on the cash flow of the borrower as well as the value of the real estate collateral.
Multi-family residential loans.
Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Commercial real estate owner-occupied loans.
Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, and church facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower.
Commercial real estate non-owner occupied loans.
Our commercial real estate non-owner occupied loans include loans to finance commercial real estate investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, and assisted living facilities. Commercial real estate non-owner occupied loans are typically repaid with rental income from such property or the funds received from the sale or refinancing of the property.
Consumer and other loans.
Our consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans and personal lines of credit. Consumer loans are generally secured by vehicles and other household goods, with repayment depending primarily on the cash flow of the borrower. Consumer and other loans also include manufactured housing loans which are comprised of loans collateralized by manufactured housing not secured by real estate. As these manufacturing housing loans exhibit risk characteristics similar to both 1-to-4 family loans and consumer loans and are therefore further evaluated in a separate pool. Repayment is dependent upon the cash flow of the borrower and the value of the property. Other loans include municipal loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing.
64
As part of our lending policy and risk management activities, we track lending exposure of commercial and industrial and owner-occupied commercial real estate by industry classification (as defined by the North American Industry Classification System) and type to determine potential risks associated with industry concentrations, and if any risk issues could lead to additional credit loss exposure. The table below provides a summary of our commercial and industrial and owner-occupied commercial real estate portfolios by industry classification.
March 31, 2026
(dollars in thousands)
Committed
Amount Outstanding
Nonperforming
(1)
Commercial and industrial
Real estate rental and leasing
$
517,462
$
313,169
$
—
Finance and insurance
496,040
307,282
—
Construction
432,662
173,702
605
Manufacturing
346,106
250,573
81
Wholesale trade
292,764
183,308
466
Information
239,412
180,533
—
Professional, scientific and technical services
214,911
118,027
106
Educational services
164,864
44,880
—
Retail trade
159,286
114,547
37
Arts, entertainment and recreation
114,898
63,887
112
Transportation and warehousing
114,351
103,712
2,015
Other services (except public administration)
109,754
76,251
233
Administrative and support and waste management and remediation services
103,847
72,683
1,649
Accommodation and food services
101,046
73,628
539
Health care and social assistance
93,094
53,935
369
Management of companies and enterprises
56,941
41,876
—
Other
147,625
67,235
433
Total
$
3,705,063
$
2,239,228
$
6,645
Commercial real estate owner-occupied
Retail trade
$
414,969
$
405,902
$
113
Real estate rental and leasing
283,904
268,703
2,539
Other services (except public administration)
282,473
273,797
4,024
Manufacturing
267,161
257,954
134
Health care and social assistance
233,713
227,048
—
Accommodation and food services
198,859
198,312
1,626
Construction
102,133
89,708
—
Transportation and warehousing
98,203
87,455
61
Wholesale trade
97,448
93,572
—
Professional, scientific and technical services
67,443
65,236
1,943
Arts, entertainment and recreation
66,112
64,113
—
Agriculture, forestry, fishing and hunting
45,092
39,989
841
Educational services
45,086
44,508
497
Administrative and support and waste management and remediation services
38,606
36,522
460
Finance and insurance
19,159
18,043
2,668
Management of companies and enterprises
18,948
12,398
—
Other
22,852
21,471
177
Total
$
2,302,161
$
2,204,731
$
15,083
(1) Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 or more days past due on which interest continues to accrue.
65
Additionally, we track our lending exposure of non-owner occupied commercial real estate and construction by collateral property type to determine potential risks associated with collateral types, and if any risk issues could lead to additional credit loss exposure. The table below provides a summary of our non-owner occupied commercial real estate and construction loan portfolios by collateral property type.
March 31, 2026
(dollars in thousands)
Committed
Amount Outstanding
Nonperforming
(1)
Commercial real estate non-owner occupied
Warehouse and industrial
$
596,119
$
581,202
$
2,316
Retail
588,537
579,524
—
Hotel
512,088
510,027
—
Office
509,221
494,816
1,024
Assisted living and special care facilities
161,785
161,019
—
Self-storage
152,726
151,308
102
Land-manufactured housing
123,820
119,728
160
Restaurants, bars and event venues
56,655
52,180
1,008
Healthcare facility
52,957
52,921
—
Convenience store and gas station
45,303
44,539
—
Other
129,965
122,495
1,171
Total
$
2,929,176
$
2,869,759
$
5,781
Construction
Consumer:
Construction
$
267,002
$
174,545
$
19,376
Land
101,527
92,694
327
Commercial:
Land
261,565
220,084
1,653
Multi-family
227,591
103,877
—
Retail
106,176
65,558
—
Healthcare facility
57,019
5,342
—
Self-storage
40,722
21,231
—
Office
39,661
24,893
5,311
Hotel
38,767
18,598
—
Recreation, sports and entertainment
21,208
13,457
—
Special care facility
20,220
96
—
Car wash
17,423
7,520
—
Convenience store and gas station
13,541
5,674
—
Other
64,227
30,732
—
Residential Development:
Construction
501,252
300,742
3,305
Land
92,469
58,811
—
Lots
36,911
33,228
599
Total
$
1,907,281
$
1,177,082
$
30,571
1) Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days or more past due on which interest continues to accrue.
66
Loan maturity and sensitivities
The following table presents the contractual maturities of our loan portfolio as of March 31, 2026. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment assumptions or scheduled repayments.
March 31, 2026
Loan type (dollars in thousands)
Maturing in one
year or less
Maturing in one
to five years
Maturing in
five to fifteen years
Maturing after
fifteen years
Total
Commercial and industrial
$
845,788
$
1,161,371
$
229,656
$
2,413
$
2,239,228
Construction
571,732
457,826
112,962
34,562
1,177,082
Residential real estate:
1-to-4 family mortgage
162,022
524,267
195,716
974,303
1,856,308
Residential line of credit
87,986
147,066
533,138
—
768,190
Multi-family mortgage
257,521
290,806
161,596
6,872
716,795
Commercial real estate:
Owner-occupied
277,453
1,232,595
447,055
247,628
2,204,731
Non-owner occupied
453,683
1,671,557
661,184
83,335
2,869,759
Consumer and other
28,230
97,911
141,713
403,868
671,722
Total ($)
$
2,684,415
$
5,583,399
$
2,483,020
$
1,752,981
$
12,503,815
Total (%)
21.5
%
44.6
%
19.9
%
14.0
%
100.0
%
For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of March 31, 2026.
March 31, 2026
Loan type (dollars in thousands)
Fixed
interest rate
Floating
interest rate
Total
Commercial and industrial
$
503,686
$
889,754
$
1,393,440
Construction
142,353
462,997
605,350
Residential real estate:
1-to-4 family mortgage
1,213,056
481,230
1,694,286
Residential line of credit
3,752
676,452
680,204
Multi-family mortgage
251,993
207,281
459,274
Commercial real estate:
Owner-occupied
1,160,384
766,894
1,927,278
Non-owner occupied
1,157,730
1,258,346
2,416,076
Consumer and other
571,490
72,002
643,492
Total ($)
$
5,004,444
$
4,814,956
$
9,819,400
Total (%)
51.0
%
49.0
%
100.0
%
The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of March 31, 2026.
March 31, 2026
Contractual maturity (dollars in thousands)
Fixed
interest rate
Floating
interest rate
Total
One year or less
$
955,397
$
1,729,018
$
2,684,415
One to five years
2,851,330
2,732,069
5,583,399
Five to fifteen years
998,357
1,484,663
2,483,020
Over fifteen years
1,154,757
598,224
1,752,981
Total ($)
$
5,959,841
$
6,543,974
$
12,503,815
Total (%)
47.7
%
52.3
%
100.0
%
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Asset quality
In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions, including interest rate reduction, a term extension, principal forgiveness, payment deferral, or a combination thereof, to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. Furthermore, we are committed to collecting on all of our loans. This practice leads to higher recoveries in the long-term.
Nonperforming assets
Our nonperforming assets consist of nonperforming loans, other real estate owned and other repossessed non-earning assets. As of March 31, 2026 and December 31, 2025, we had $162.0 million and $158.1 million, respectively, in nonperforming assets. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 or more days past due on which interest continues to accrue. Accrued interest receivable written off as an adjustment to interest income amounted to $0.2 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $0.2 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively.
Nonperforming loans HFI decreased by $1.0 million to $119.5 million as of March 31, 2026 compared to $120.5 million as of December 31, 2025. The decrease in nonperforming loans primarily occurred in our construction and 1-4 family mortgage portfolios partially offset by increases in our commercial real estate portfolios.
As of March 31, 2026 and December 31, 2025, we had $32.6 million and $28.1 million, respectively, of delinquent GNMA optional repurchase loans previously sold included on our consolidated balance sheets in loans held for sale. These are considered nonperforming assets as we do not earn any interest on the unexercised option to repurchase these loans. The following table provides details of our nonperforming assets, the ratio of such loans and other nonperforming assets to total assets, and certain other related information as of the dates presented:
March 31,
December 31,
(dollars in thousands)
2026
2025
2025
Loan Type:
Commercial and industrial
$
6,645
$
8,755
$
6,373
Construction
30,571
10,390
34,208
Residential real estate:
1-to-4 family mortgage
30,156
24,579
32,505
Residential line of credit
2,010
2,203
2,014
Multi-family mortgage
8,178
21
8,199
Commercial real estate:
Owner-occupied
15,083
8,643
10,606
Non-owner occupied
5,781
6,175
4,514
Consumer and other
21,050
16,394
22,053
Total nonperforming loans HFI
$
119,474
$
77,160
$
120,472
Mortgage loans held for sale
(1)
32,590
27,152
28,102
Other real estate owned
6,449
3,326
6,009
Other repossessed assets
3,518
2,791
3,564
Total nonperforming assets
$
162,031
$
110,429
$
158,147
Nonperforming loans HFI as a percentage of total loans HFI
0.96
%
0.79
%
0.97
%
Nonperforming assets as a percentage of total assets
0.98
%
0.84
%
0.97
%
Nonaccrual loans HFI as a percentage of loans HFI
0.74
%
0.50
%
0.71
%
(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria.
68
We have evaluated our loans HFI classified as nonperforming and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans HFI as of March 31, 2026 and December 31, 2025. Management also continually monitors past due loans for potential credit quality deterioration. Loans not considered nonperforming include loans 30-89 days past due that continue to accrue interest amounting to $86.4 million at March 31, 2026 as compared to $66.8 million at December 31, 2025. The increase from December 31, 2025 to March 31, 2026 primarily occurred within commercial and industrial and construction portfolios partially offset by decreases multi-family and consumer and other portfolios.
Allowance for credit losses
The allowance for credit losses represents the portion of the loan’s amortized cost basis that we do not expect to collect due to credit losses over the loan’s life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. Loan losses are charged against the allowance when we believe the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is based on the loan’s amortized cost basis, excluding accrued interest receivable, as we promptly charge off uncollectible accrued interest receivable.
Beginning with June 30, 2025, we began to utilize the discounted cash flow estimation technique, adjusted for current conditions and reasonable and supportable forecasts, to estimate the expected credit losses of its loan segments, except consumer and other loans, which utilized the weighted average remaining maturity loss rate technique. Prior to the changes, the Company primarily used a lifetime loss rate model to determine the allowance for credit losses. We determined that the use of the updated estimate techniques and related inputs and assumptions enhances the transparency, accuracy and relevance of information relating to the allowance for credit losses through the application of data and calculations more clearly calibrated to our historical experience, the nature of our loan portfolio and unfunded commitments, and expectations for future economic conditions and corresponding expected credit losses. Refer to Note 1, “Basis of presentation and summary of significant accounting policies” in the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC on February 26, 2026 for further specific information on the changes.
The following table presents the allocation of the allowance for credit losses by loan HFI category as well as the ratio of loans by loan category compared to the total loans HFI portfolio as of the dates indicated:
March 31,
December 31,
2026
2025
(dollars in thousands)
Amount
ACL
as a % of loans HFI category
% of
loans to total loans HFI
Amount
ACL
as a % of loans HFI category
% of
loans to total loans HFI
Loan Type:
Commercial and industrial
$
25,468
1.14
%
18
%
$
24,130
1.11
%
18
%
Construction
27,523
2.34
%
9
%
25,633
2.16
%
10
%
Residential real estate:
1-to-4 family mortgage
33,181
1.79
%
15
%
33,218
1.81
%
15
%
Residential line of credit
10,537
1.37
%
6
%
10,589
1.43
%
6
%
Multi-family mortgage
10,361
1.45
%
6
%
12,260
1.64
%
6
%
Commercial real estate:
Owner-occupied
22,135
1.00
%
18
%
21,609
1.01
%
17
%
Non-owner occupied
34,989
1.22
%
23
%
36,235
1.25
%
23
%
Consumer and other
22,130
3.29
%
5
%
22,309
3.49
%
5
%
Total allowance for credit losses on loans HFI
$
186,324
1.49
%
100
%
$
185,983
1.50
%
100
%
69
The following table summarizes activity in our allowance for credit losses on loans HFI during the periods indicated:
Three Months Ended March 31,
Year Ended
December 31,
(dollars in thousands)
2026
2025
2025
Allowance for credit losses on loans HFI at beginning of period
$
185,983
$
151,942
$
151,942
Initial allowance for credit losses on loans purchased with credit deterioration
—
—
7,518
Charge-offs:
Commercial and industrial
(2,168)
(2,901)
(3,136)
Construction
(204)
—
(399)
Residential real estate:
1-to-4 family mortgage
(405)
(3)
(1,126)
Residential line of credit
(23)
—
—
Commercial real estate:
Owner-occupied
—
(17)
(17)
Consumer and other
(1,233)
(972)
(4,196)
Total charge-offs
$
(4,033)
$
(3,893)
$
(8,874)
Recoveries:
Commercial and industrial
$
101
$
42
$
386
Construction
25
—
—
Residential real estate:
1-to-4 family mortgage
8
9
39
Residential line of credit
—
—
12
Commercial real estate:
Owner-occupied
13
21
42
Non-owner occupied
—
1
529
Consumer and other
405
503
1,200
Total recoveries
$
552
$
576
$
2,208
Net charge-offs
(3,481)
(3,317)
(6,666)
Impact of change in accounting estimate for current expected credit losses
(1)
—
—
(6,848)
Provision for credit losses on loans HFI
(1)
3,822
1,906
40,037
Allowance for credit losses on loans HFI at the end of period
$
186,324
$
150,531
$
185,983
Ratio of net charge-offs during the period to average loans outstanding during the period
(0.11)
%
(0.14)
%
(0.06)
%
Allowance for credit losses on loans HFI as a percentage of loans
1.49
%
1.54
%
1.50
%
Allowance for credit losses on loans HFI as a percentage of nonaccrual loans HFI
201.9
%
308.9
%
212.0
%
Allowance for credit losses on loans HFI as a percentage of nonperforming loans
156.0
%
195.1
%
154.4
%
(1) Includes the impact of changes to estimation techniques, inputs and assumptions used to estimate credit losses during the year ended December 31, 2025. See “Note 1, “Basis of presentation and summary of significant accounting policies” in our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion on the change in estimate.
70
The following tables details our provision for (reversal of)
credit losses on loans HFI and net (charge-offs) recoveries to average loans HFI outstanding by loan category during the periods indicated:
Provision for (reversal of) credit losses on loans HFI
(1)
Net (charge-offs) recoveries
Average loans HFI
Ratio of net (charge-offs) recoveries to average loans HFI
(dollars in thousands)
Three Months Ended March 31, 2026
Commercial and industrial
$
3,405
$
(2,067)
$
2,192,218
(0.38)
%
Construction
2,069
(179)
1,178,389
(0.06)
%
Residential real estate:
1-to-4 family mortgage
360
(397)
1,822,173
(0.09)
%
Residential line of credit
(29)
(23)
750,840
(0.01)
%
Multi-family mortgage
(1,899)
—
762,608
—
%
Commercial real estate:
Owner-occupied
513
13
2,156,598
—
%
Non-owner occupied
(1,246)
—
2,847,197
—
%
Consumer and other
649
(828)
705,255
(0.48)
%
Total
$
3,822
$
(3,481)
$
12,415,278
(0.11)
%
Three Months Ended March 31, 2025
Commercial and industrial
$
1,713
$
(2,859)
$
1,680,148
(0.69)
%
Construction
(6,046)
—
1,066,337
—
%
Residential real estate:
1-to-4 family mortgage
854
6
1,625,880
—
%
Residential line of credit
244
—
605,413
—
%
Multi-family mortgage
904
—
632,646
—
%
Commercial real estate:
Owner-occupied
77
4
1,347,025
—
%
Non-owner occupied
2,787
1
2,093,165
—
%
Consumer and other
1,373
(469)
570,443
(0.33)
%
Total
$
1,906
$
(3,317)
$
9,621,057
(0.14)
%
Year Ended December 31, 2025
Commercial and industrial
$
8,254
$
(2,750)
$
1,939,663
(0.14)
%
Construction
(5,964)
(399)
1,123,085
(0.04)
%
Residential real estate:
1-to-4 family mortgage
8,901
(1,087)
1,736,885
(0.06)
%
Residential line of credit
(406)
12
662,550
—
%
Multi-family mortgage
1,589
—
680,205
—
%
Commercial real estate:
Owner occupied
8,076
25
1,730,888
—
%
Non-owner occupied
6,757
529
2,519,175
0.02
%
Consumer and other
5,982
(2,996)
623,411
(0.48)
%
Total
$
33,189
$
(6,666)
$
11,015,862
(0.06)
%
(1) Includes the impact of changes to estimation techniques, inputs and assumptions used to estimate credit losses during the year ended December 31, 2025. See “Note 1, “Basis of presentation and summary of significant accounting policies” in our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion on the change in estimate.
The ACL on loans HFI was $186.3 million and $186.0 million and represented 1.49% and 1.50% of loans HFI as of March 31, 2026 and December 31, 2025, respectively. For further information related to the change in the ACL refer to “Provision for credit losses” section herein and Note 4, “Loans and allowance for credit losses on loans HFI” in the notes to our consolidated financial statements.
Our ratio of total nonperforming loans HFI as a percentage of total loans HFI decreased by 1 basis points to 0.96% as of March 31, 2026 compared to December 31, 2025 primarily due to decreases in nonperforming loans in our construction and 1-4 family mortgage portfolios partially offset by increases in commercial real estate portfolios.
71
For the three months ended March 31, 2026, we experienced net charge-offs of $3.5 million, or 0.11% of average loans HFI, compared to net charge-offs of $3.3 million, or 0.14% for the three months ended March 31, 2025. We also maintain an allowance for credit losses on unfunded commitments in other liabilities, which decreased to $15.4 million as of March 31, 2026 from $16.2 million as of December 31, 2025 primarily due to changes in segment‑level reserve rates and shifts in the mix of available commitments across calculation segments.
Mortgage loans held for sale consisted of $198.8 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $32.6 million of GNMA optional repurchase loans. This compares to $173.0 million of residential real estate mortgage loans in the process of being sold to third-party private investors or government sponsored agencies and $28.1 million of GNMA optional repurchase loans as of December 31, 2025.
Other earning assets
Securities purchased under agreements to resell (
“
reverse repurchase agreements
”
)
We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our unused liquidity position into an instrument that improves the return on those funds. Securities purchased under agreements to resell totaled $56.0 million and $45.8 million at March 31, 2026 and December 31, 2025, respectively.
Federal funds sold
Federal funds sold may fluctuate from period to period depending upon our liquidity position at the time and our strategy for deploying liquidity. Federal funds sold totaled $143.0 million and $167.5 million at March 31, 2026 and December 31, 2025, respectively.
AFS debt securities portfolio
Our investment portfolio objectives include maximizing total return after other primary objectives are achieved such as, but not limited to, providing liquidity, capital preservation, and pledging collateral for certain deposit types, various lines of credit and other borrowings. The investment objectives guide the portfolio allocation among security types, maturities, and other attributes.
The fair value of our AFS debt securities portfolio was $1.50 billion and $1.46 billion as of March 31, 2026 and December 31, 2025, respectively. Included in the fair value of AFS debt securities were net unrealized losses of $51.5 million and $47.9 million as of March 31, 2026 and December 31, 2025, respectively. Current net unrealized losses are driven by prevailing interest rate levels versus interest rate levels when many of the bonds were purchased.
During the three months ended March 31, 2026, there were no AFS debt securities sold and we purchased $101.8 million of AFS debt securities. Maturities, prepayments and calls of AFS debt securities totaled $60.1 million for the three months ended March 31, 2026.
During the three months ended March 31, 2025, there were no AFS debt securities sold and we purchased $103.7 million of AFS debt securities. Maturities, prepayments and calls of AFS debt securities totaled $74.9 million for the three months ended March 31, 2025.
72
The following table sets forth the fair value, scheduled maturities and weighted average yields for our AFS debt securities portfolio as of the dates indicated below:
March 31,
December 31,
2026
2025
(dollars in thousands)
Fair value
% of total investment securities
Weighted average yield
(1)
Fair value
% of total investment securities
Weighted average yield
(1)
U.S. government agency securities:
Maturing within one year
—
—
%
—
%
—
—
%
—
%
Maturing in one to five years
—
—
%
—
%
—
—
%
—
%
Maturing in five to ten years
291,393
19.4
%
4.04
%
284,641
19.5
%
4.50
%
Maturing after ten years
422,517
28.3
%
4.16
%
385,447
26.4
%
4.65
%
Total U.S. government agency securities
713,910
47.7
%
4.11
%
670,088
45.9
%
4.59
%
Mortgage-backed securities - residential and commercial:
Maturing within one year
—
—
%
—
%
—
—
%
—
%
Maturing in one to five years
3,024
0.2
%
5.70
%
2,192
0.2
%
7.52
%
Maturing in five to ten years
41,806
2.8
%
4.13
%
44,058
3.0
%
4.06
%
Maturing after ten years
564,982
37.7
%
3.75
%
566,748
38.8
%
3.89
%
Total mortgage-backed securities - residential and commercial
609,812
40.7
%
3.79
%
612,998
42.0
%
3.89
%
Municipal securities:
Maturing within one year
204
—
%
2.81
%
204
—
%
2.81
%
Maturing in one to five years
6,052
0.4
%
3.85
%
5,673
0.4
%
3.82
%
Maturing in five to ten years
43,880
2.9
%
3.52
%
42,493
2.9
%
3.53
%
Maturing after ten years
115,897
7.7
%
3.05
%
120,000
8.2
%
3.03
%
Total municipal securities
166,033
11.0
%
3.12
%
168,370
11.5
%
3.18
%
U.S. Treasury securities:
Maturing within one year
—
—
%
—
%
—
—
%
—
%
Maturing in one to five years
7,092
0.5
%
3.73
%
5,803
0.4
%
3.71
%
Maturing in five to ten years
—
—
%
—
%
1,322
0.1
%
3.81
%
Maturing after ten years
—
—
%
—
%
—
—
%
—
%
Total U.S. Treasury securities
7,092
0.5
%
3.73
%
7,125
0.5
%
3.73
%
Corporate securities:
Maturing within one year
—
—
%
—
%
—
—
%
—
%
Maturing in one to five years
1,000
0.1
%
6.71
%
998
0.1
%
6.76
%
Maturing in five to ten years
700
—
%
7.25
%
—
—
%
—
%
Maturing after ten years
—
—
%
—
%
—
—
%
—
%
Total corporate securities
1,700
0.1
%
6.93
%
998
0.1
%
6.76
%
Total AFS debt securities
$
1,498,547
100.0
%
3.87
%
$
1,459,579
100.0
%
4.13
%
(1)
Yields on a tax-equivalent basis.
Deposits
Deposits represent the Bank’s primary source of funding. We continue to focus on growing core customer deposits through our relationship driven banking philosophy, community-focused marketing programs and our treasury management services.
Total deposits increased to $14.08 billion as of March 31, 2026 from $13.91 billion as of December 31, 2025. Noninterest‑bearing deposits rose to $2.66 billion from $2.63 billion. Interest‑bearing deposits increased to $11.41 billion from $11.28 billion.
73
Within interest‑bearing categories, our checking balances were $2.64 billion and $2.65 billion at March 31, 2026 and December 31, 2025, respectively. Money market and savings balances decreased by $83.3 million from December 31, 2025 due to the conclusion of a deposit campaign that ended at year end of 2025. Customer time deposits increased by $280.1 million from December 31, 2025 driven by a by a $150.0 million short-term public funds time deposit and new and existing customer growth into targeted maturity tenors. Brokered and internet time deposits declined $51.4 million to $574.2 million as of March 31, 2026 compared to December 31, 2025 as management elected to allow balances to mature without reissuance.
We also experienced a decrease in the cost of interest‑bearing deposits, reflecting a lower interest rate environment. Average deposit balances by type, together with the average rates per period are reflected in the average balance sheet amounts, interest paid, and rate analysis tables included in this management’s discussion and analysis under the subheading “Results of operations” discussion.
Our deposit base may include certain deposits from related parties as disclosed within Note 15, “Related party transactions” in the notes to our consolidated financial statements included in this Report.
74
The following table sets forth the distribution by type of our deposit accounts as of the dates indicated:
March 31,
December 31,
2026
2025
(dollars in thousands)
Amount
% of total deposits
Average rate
(1)
Amount
% of total deposits
Average rate
(1)
Deposit Type
Noninterest-bearing demand
$
2,664,480
19
%
—
%
$
2,634,395
19
%
—
%
Interest-bearing checking
2,642,713
19
%
1.91
%
2,651,369
19
%
2.31
%
Money market
5,415,835
38
%
2.96
%
5,541,144
40
%
3.39
%
Savings deposits
470,535
4
%
0.59
%
428,496
3
%
0.22
%
Customer time deposits
2,309,056
16
%
3.64
%
2,028,923
15
%
3.71
%
Brokered and internet time deposits
574,216
4
%
4.03
%
625,634
4
%
4.25
%
Total deposits
$
14,076,835
100
%
2.27
%
$
13,909,961
100
%
2.49
%
Customer Time Deposits
(2)
0.00-1.00%
$
69,557
3
%
$
81,752
4
%
1.01-2.00%
55,822
2
%
55,299
3
%
2.01-3.00%
241,525
11
%
225,090
11
%
3.01-4.00%
1,525,496
66
%
949,539
47
%
4.01-5.00%
415,328
18
%
716,099
35
%
Above 5.00%
1,328
—
%
1,144
—
%
Total customer time deposits
$
2,309,056
100
%
$
2,028,923
100
%
Brokered and Internet Time Deposits
(2)
0.00-1.00%
$
—
—
%
$
—
—
%
1.01-2.00%
—
—
%
—
—
%
2.01-3.00%
—
—
%
—
—
%
3.01-4.00%
541,892
94
%
574,468
92
%
4.01-5.00%
32,324
6
%
51,166
8
%
Above 5.00%
—
—
%
—
—
%
Total brokered and internet time deposits
$
574,216
100
%
$
625,634
100
%
Total time deposits
$
2,883,272
$
2,654,557
(1) Average rates presented for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.
(2) Based on rates presented as of period-end.
Further details related to our deposit customer base is presented below as of the dates indicated:
March 31,
December 31,
2026
2025
(dollars in thousands)
Amount
% of total deposits
Amount
% of total deposits
Deposits by customer segment
(1)
Consumer
$
6,060,115
43
%
$
6,063,015
44
%
Commercial
6,155,874
44
%
6,162,221
44
%
Public
1,860,846
13
%
1,684,725
12
%
Total deposits
$
14,076,835
100
%
$
13,909,961
100
%
(1) Segments are determined based on the customer account level.
75
The tables below set forth maturity information on time deposits as of March 31, 2026, categorized by balances less than $250 thousand and greater than $250 thousand, exceeding FDIC insurance limits:
(dollars in thousands)
Amount
Weighted average interest rate at period end
Time deposits of $250 and less
Months to maturity:
Three or less
$
580,708
3.78
%
Over Three to Six
597,937
3.70
%
Over Six to Twelve
261,919
3.17
%
Over Twelve
501,304
3.54
%
Total
$
1,941,868
3.61
%
Time deposits of greater than $250
Months to maturity:
Three or less
$
410,757
3.86
%
Over Three to Six
281,600
3.74
%
Over Six to Twelve
117,827
3.33
%
Over Twelve
131,220
3.69
%
Total
$
941,404
3.74
%
Uninsured deposits are defined as the portion of deposit accounts in U.S. federally insured depository institutions that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Collateralized deposits are included within our total uninsured deposits.
Further details related to our estimated insured or collateralized deposits and uninsured and uncollateralized deposits is presented below as of the dates indicated:
March 31,
December 31,
2026
2025
Estimated insured or collateralized deposits
(1)
$
10,017,773
$
9,825,599
Estimated uninsured and uncollateralized deposits
(1)
$
4,059,062
$
4,084,362
Estimated uninsured and uncollateralized deposits as a % of total deposits
(1)
28.8
%
29.4
%
Estimated uninsured deposits
(2)
$
5,925,947
$
5,777,547
(1) Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.
(2) Amounts are shown on an unconsolidated basis consistent with regulatory reporting requirements.
Borrowed funds
Deposits are the primary source of funds for our lending activities and general business purposes. However, we also fund our operations through other channels, including obtaining advances from the FHLB, borrowings from the Federal Reserve’s Discount Window or one-off borrowing programs, purchasing federal funds and engaging in overnight borrowing with correspondent banks, or entering into client repurchase agreements. We use these sources of funds as part of our asset liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds.
Our level of short-term borrowings fluctuates daily based on funding needs, the sources of funds to meet those needs, and the overall interest rate environment and cost of public funds.
Securities sold under agreements to repurchase and federal funds purchased
We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management products as a short-term return for their excess funds. Securities sold under agreements to repurchase totaled $10.5 million and $9.9 million at March 31, 2026 and December 31, 2025, respectively.
76
We also maintain lines with certain correspondent banks that provide borrowing capacity in the form of federal funds purchased. Federal funds purchased are short-term borrowings that typically mature within one to fourteen days. Borrowings against these lines, which are classified as federal funds purchased, totaled $85.0 million and $90.0 million as of March 31, 2026 and December 31, 2025, respectively.
FHLB advances
As a member of the FHLB system, we may utilize advances from the FHLB in order to provide additional liquidity and funding. Under these short-term agreements, we maintain a line of credit that as of both March 31, 2026 and December 31, 2025 had total borrowing capacity of $2.21 billion. As of March 31, 2026 and December 31, 2025, we had qualifying loans pledged as collateral securing these lines amounting to $3.81 billion and $3.82 billion, respectively. There were no FHLB advances outstanding as of March 31, 2026 or December 31, 2025.
Subordinated debt
During the year ended December 31, 2025, we redeemed $30.9 million of junior subordinated debentures and $100.0
million of ten-year fixed-to-floating rate subordinated notes at the principal amount plus accrued interest, in accordance with the terms of the notes.
On July 1, 2025, we assumed three separate fixed-to-floating rate subordinated notes in connection with our merger with Southern States with a principal balance totaling $92.5 million. As of March 31, 2026, no other subordinated debt remained outstanding apart from the debt assumed through this business combination.
Further details regarding our subordinated debt as of March 31, 2026 are provided below.
(dollars in thousands)
Year established
Maturity
Call date
Total debt outstanding
Interest rate
Coupon structure
February 2032 Subordinated Debt
(1)
2022
02/07/2032
03/30/2027
$
47,500
3.50%
Quarterly fixed
(2)
October 2032 Subordinated Debt
(1)
2022
10/26/2032
12/30/2027
40,000
7.00%
Quarterly fixed
(2)
December 2031 Subordinated Debt
(1)
2021
12/22/2031
12/31/2026
5,000
3.50%
Quarterly fixed
(2)
Unamortized fair value marks
(8,503)
Total subordinated debt, net
$
83,997
(1)
The Company classifies the issuance, net of unamortized fair value marks, as Tier 2 capital, which will be phased out 20% per year in the final five years before maturity.
(2)
Beginning on respective call date, the coupon structure migrates to 3M SOFR plus a spread of 205 basis points, 306 basis points and 242 basis points for the February 2032, October 2032 and December 2031 subordinated issues, respectively, through the end of the term of each debenture.
Other borrowings
Other borrowings include our finance lease liability totaling $1.1 million as of both March 31, 2026 and December 31, 2025. Additionally, other borrowings include optional rights to repurchase GNMA loans previously sold that meet certain defined delinquency criteria and are eligible for repurchase totaling $32.6 million and $28.1 million as of March 31, 2026 and December 31, 2025, respectively. See Note 6, “Leases” and Note 11, “Fair value of financial instruments” within the notes to our consolidated financial statements herein for additional information regarding our finance lease and optional rights to repurchase GNMA loans, respectively.
Other borrowings may periodically include borrowings from the Federal Reserve’s Discount Window or other borrowing programs available to us as an additional source of short-term liquidity. As of March 31, 2026 and December 31, 2025, there were no such other borrowings outstanding. Under our Borrower‑in‑Custody arrangement, we are permitted to pledge qualifying loans as collateral while retaining possession of the loan documentation. As of March 31, 2026 and December 31, 2025, we had pledged loan collateral totaling $2.94 billion and $2.88 billion, respectively, to the Federal Reserve under the Borrower-in-Custody program, resulting in total borrowing capacity of $2.32 billion and $2.27 billion, respectively.
77
Liquidity and capital resources
We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of clients who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our Liquidity Policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs and otherwise sustain our operations. We accomplish this through management of the maturities of our interest-earning assets and interest-bearing liabilities. We believe that our present position is adequate to meet our current and future liquidity needs.
We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to optimize our net interest margin. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.
As part of our liquidity management strategy, we focus on minimizing our costs of liquidity and attempt to decrease these costs by growing our noninterest-bearing and other low-cost deposits, while replacing higher cost funding sources. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer. Increasing interest rates generally attracts customers to higher cost interest-bearing deposit products as they seek to maximize their yield.
Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. AFS debt securities within our investment portfolio are typically used to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments. As of March 31, 2026 and December 31, 2025, we had pledged securities with carrying values of $861.4 million and $810.6 million, respectively.
Additional sources of liquidity include federal funds purchased, repurchase agreements, FHLB borrowings, Federal Reserve Discount Window borrowings and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances, and at the Federal Reserve’s primary credit rate for Discount Window borrowings.
Overnight advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no FHLB advances outstanding as of March 31, 2026 or December 31, 2025. As of both March 31, 2026 and December 31, 2025, we had the ability to borrow $2.21 billion through FHLB advances, all of which remained available.
Short‑term borrowings from the Federal Reserve’s Discount Window serve as an additional contingent source of liquidity. The Company accesses the Discount Window through its Borrower‑in‑Custody collateral arrangement, which permits the Bank to pledge qualifying loans while retaining custody of the underlying loan documentation. There were no Federal Reserve Discount Window borrowings outstanding as of March 31, 2026 or December 31, 2025. As of March 31, 2026, we had borrowing capacity of $2.32 billion under the Discount Window Borrower‑in‑Custody program, all of which remained available. As of December 31, 2025, capacity totaled $2.27 billion, all of which remained available.
We also maintained unsecured lines of credit with other commercial banks totaling $405.0 million as of both March 31, 2026 and December 31, 2025. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. Borrowings against these lines, which are classified as federal funds purchased, totaled $85.0 million and $90.0 million as of March 31, 2026 and December 31, 2025, respectively. As of both March 31, 2026 and December 31, 2025, we also had $50.0 million available through the IntraFi network, which allows us to offer banking customers access to FDIC insurance protection on deposits through our Bank which exceed FDIC insurance limits.
78
Our current on-balance sheet liquidity and available sources of liquidity are summarized in the table below:
March 31,
December 31,
(dollars in thousands)
2026
2025
Current on-balance sheet liquidity:
Cash and cash equivalents
$
1,157,763
$
1,155,895
Unpledged AFS debt securities
637,182
649,000
Equity securities, at fair value
—
155
Total on-balance sheet liquidity
$
1,794,945
$
1,805,050
Available sources of liquidity:
Unsecured borrowing capacity
(1)
$
4,021,984
$
3,915,314
FHLB remaining borrowing capacity
2,213,251
2,214,796
Federal Reserve discount window
2,319,521
2,268,599
Total available sources of liquidity
$
8,554,756
$
8,398,709
On-balance sheet liquidity as a percentage of total assets
10.9
%
11.1
%
On-balance sheet liquidity and available sources of liquidity as a percentage of estimated
uninsured and uncollateralized deposits
(2)
255.0
%
249.8
%
(1)
Includes capacity available per internal policy in the form of brokered deposits and unsecured lines of credit.
(2)
Amounts are shown on a fully consolidated basis and exclude deposits of affiliates that are eliminated in consolidation.
The Company also maintains the ability to access capital markets to meet its liquidity needs. The Company may utilize various methods to raise capital, including through the sale of common stock, preferred stock, debt securities, warrants, rights, or other securities. Specific terms and prices would be determined at the time of any such offering. In the past, the Company has utilized capital markets to generate liquidity in the form of common stock and subordinated debt primarily for the purpose of funding acquisitions.
The Company is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. The Company’s main source of funding is dividends declared and paid by the Bank to the Company. Statutory and regulatory limitations exist that affect the ability of the Bank to pay dividends to the Company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short-term cash obligations. For additional information regarding dividend restrictions, see the “Item 1. Business - Supervision and regulation,” “Item 1A. Risk Factors - Risks related to our business” and “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends,” each of which is set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Due to state banking laws and the Federal Reserve's Regulation H, the Bank may not declare dividends in any calendar year in an amount exceeding the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the TDFI and/or Federal Reserve. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. Dividends paid by the Bank to the holding company were made in accordance with applicable state banking laws and the Federal Reserve’s Regulation H. During the three months ended March 31, 2026 and 2025, the Board approved cash dividends totaling $35.8 million and $9.8 million, respectively, for payment from the Bank to the holding company. Subsequent to March 31, 2026, the Board approved an additional dividend of $35.6 million to be paid during the second quarter of 2026.
During the three months ended March 31, 2026, the Company declared shareholder dividends of $0.21 per share, or $11.1 million. During the three months ended March 31, 2025, the Company declared shareholder dividends of $0.19 per share, or $9.0 million. Subsequent to three months ended March 31, 2026, the Company declared a quarterly dividend in the amount of $0.21 per share, payable on May 26, 2026, to stockholders of record as of May 12, 2026.
Our total shareholders’ equity was $1.97 billion and $1.95 billion as of March 31, 2026 and December 31, 2025, respectively. The increase in shareholders’ equity was primarily attributable to net income of $57.5 million. This increase was partially offset by dividends declared of $11.1 million and stock repurchases of $21.8 million. Book value per common share was $38.39 as of March 31, 2026 and $37.64 as of December 31, 2025.
79
Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. The Federal Reserve and the FDIC have issued guidelines governing the levels of capital that banks must maintain. As of March 31, 2026 and December 31, 2025, we met all capital adequacy requirements for which we were subject. See additional discussion regarding our capital adequacy and ratios within Note 13, “Minimum capital requirements” in the notes to our consolidated financial statements contained herein.
March 31, 2026
FB Financial Corporation
FirstBank
To be Well-Capitalized
(1)
Total risk-based capital ratio
13.4
%
13.1
%
10.0
%
Tier 1 risk-based capital ratio
11.5
%
11.8
%
8.0
%
Common equity tier 1 ratio
11.5
%
11.8
%
6.5
%
Tier 1 leverage ratio
10.4
%
10.6
%
5.0
%
(1) Applicable to Bank level capital.
Capital ratios are well above regulatory requirements for well-capitalized institutions. Management uses risk-based capital ratios in its analysis of the measures to assess the quality of capital and believes that investors may find it useful in their analysis of the Company.
ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk
Interest rate sensitivity
Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate risk exposure.
The ALCO, which is authorized by our Board of Directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.
We monitor the impact of changes in interest rates on our net interest income and economic value of equity using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. EVE measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the current balance sheet. For purposes of calculating EVE, a zero percent floor is assumed on discount factors.
80
The following analysis depicts the estimated impact on net interest income and EVE of immediate changes in interest rates at the specified levels for the periods presented:
Percentage change in:
Net interest income
(1)
Change in interest rates
March 31,
December 31,
(in basis points)
2026
2025
+400
12.1
%
11.7
%
+300
9.80
%
9.50
%
+200
6.76
%
6.57
%
+100
3.49
%
3.40
%
-100
(3.60)
%
(3.48)
%
-200
(6.76)
%
(6.63)
%
-300
(9.42)
%
(8.90)
%
Percentage change in:
Economic value of equity
(2)
Change in interest rates
March 31,
December 31,
(in basis points)
2026
2025
+400
(15.8)
%
(14.8)
%
+300
(11.7)
%
(11.2)
%
+200
(7.10)
%
(6.84)
%
+100
(3.12)
%
(3.03)
%
-100
2.07
%
2.13
%
-200
3.10
%
3.27
%
-300
3.06
%
3.35
%
(1)
The
percentage change represents the projected net interest income for 12 months on a static balance sheet in a stable interest rate environment compared to the projected net interest income in the various rate scenarios.
(2)
The percentage change in this column represents our EVE in a stable interest rate environment compared to EVE in the various rate scenarios.
The results for the net interest income simulations as of March 31, 2026 and December 31, 2025 resulted in an asset sensitive position. The primary influence of our asset sensitivity is the floating rate structure in many of our loans held for investment as well as the composition of our liabilities which is primarily customer deposits. Our floating-rate loan portfolio is indexed to market rates and the timing and magnitude of loan and deposit repricing varies in proportion to market rate fluctuations. We actively monitor and perform stress tests on our deposit betas as part of our overall management of interest rate risk. This requires the use of various assumptions based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive pricing in the market, we anticipate that our future results will likely be different from the scenario results presented above and such differences could be material.
The preceding measures assume no change in the size or asset/liability compositions of the balance sheet. Thus, the measures do not reflect any actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments up to 400 basis points and down to 300 basis points. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results may differ from simulated results.
We may utilize derivative financial instruments as part of an ongoing effort to mitigate interest rate risk exposure to interest rate fluctuations and facilitate the needs of our customers. For more information about our derivative financial instruments, see Note 10, “Derivatives” in the notes to our consolidated financial statements.
81
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Report was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
82
PART II
ITEM 1—LEGAL PROCEEDINGS
Various legal proceedings to which we or our subsidiaries are party arise from time to time in the normal course of business. As of the date of this Report, there are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries’ properties are subject.
ITEM 1A—RISK FACTORS
There have been no material changes to the risk factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about repurchases of common stock by the Company during the quarter ended
March 31, 2026
:
Period
(a)
Total number of shares purchased
(b)
Average price paid per share
(1)
(c)
Total number of shares purchased as part of publicly announced plans or programs
(d)
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
(1)
January 1 - January 31
—
$
—
—
$
62,092,601
February 1 - February 28
—
—
—
62,092,601
March 1 - March 31
426,983
51.14
426,983
40,256,690
Total
426,983
$
51.14
426,983
$
40,256,690
(1) Amounts are inclusive of commissions, fees and excise tax related to the stock repurchases.
On September 15, 2025, the Company announced that its board of directors authorized a repurchase program pursuant to which the Company may purchase up to $150 million in shares of the Company’s issued and outstanding common stock (the “
2025 Repurchase Plan
”). The 2025 Repurchase Plan was set to expire on January 31, 2027 and was designed to comply with Rule 10b-18 promulgated under the Exchange Act.
Subsequent to March 31, 2026, the Company announced that its board of directors approved a new stock repurchase program pursuant to which the Company may purchase up to $175 million in shares of the Company’s issued and outstanding common stock. The current repurchase plan replaces the 2025 Repurchase Plan and will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on June 30, 2027, whichever date occurs earlier. The new repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Exchange Act.
ITEM 5 — OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2026, none of the Company’s directors or executive officers
adopted
, modified, or
terminated
any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
83
ITEM 6—EXHIBITS
The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Report.
EXHIBIT INDEX
Exhibit Number
Description
2.1
Agreement and Plan of Merger, dated as of March 31, 2025, by and between FB Financial Corporation and Southern States Bancshares, Inc. (incorporated by reference to Exhibit 2.1 the Company's Current Report on Form 8-K (File No. 001-37875) filed on March 31, 2025)
3.1
Amended and Restated Charter, as amended for SEC filing purposes only (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-37875) filed on February 25, 2025)
3.2
Amended and Restated Bylaws of FB Financial Corporation (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) filed on November 14, 2016)
4.1
Registration Rights Agreement by and between FB Financial Corporation and James W. Ayers, dated September 15, 2016 (incorporated by reference as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37875) filed on November 14, 2016)
10.1
Form of Restricted Stock Unit Award Certificate (2026) pursuant to the FB Financial Corporation 2016 Incentive Plan *†
10.2
Form of Performance-Based Restricted Stock Unit Award Certificate (2026) pursuant to the FB Financial Corporation 2016 Incentive Plan *†
31.1
Rule 13a-14(a) Certification of Chief Executive Officer*
31.2
Rule 13a-14(a) Certification of Chief Financial Officer*
32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer**
101.INS
Inline XBRL Instance Document*
101.SCH
Inline XBRL Taxonomy Extension Schema Document*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith.
†
Represents a management contract or a compensatory plan or arrangement.
84
Signatures
Pursuant to the requirements of the section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
FB Financial Corporation
/s/ Michael M. Mettee
May 4, 2026
Michael M. Mettee
Chief Financial Officer & Chief Operating Officer
(Principal Financial Officer)
/s/ Lynn J. Joyce
May 4, 2026
Lynn J. Joyce
Chief Accounting Officer
(Principal Accounting Officer)
85