8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 28, 2022

FB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

(Address of principal executive offices) (Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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

Emerging growth company  ☐

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

On August 2, 2022, FB Financial Corporation (the “Company”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Reference is hereby made to Item 5.02 of the Current Report on Form 8-K that the Company filed with the U.S. Securities and Exchange Commission on June 8, 2022 which reported, among other things, that Tennessee Governor Bill Lee appointed Mr. Stuart C. McWhorter as the commissioner for the Tennessee Department of Economic and Community Development, effective July 11, 2022, and that Mr. McWhorter plans to step down as Chairman and as a member of the Boards of Directors (the “

Boards

”) of the Company and its wholly owned subsidiary, FirstBank, effective July 31, 2022.
In respect of Mr. McWhorter’s impending resignation, on July 28, 2022, the Boards elected Mr. William F. Carpenter III as Chairman of the Boards, effective July 31, 2022. Mr. Carpenter has served as a member of the Boards since January 2020.

SIGNATURES

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

Date: August 2, 2022

EX-99.1

Exhibit 99.1

FirstBank Elects Bill Carpenter as Chairman of the Board of Directors

Stuart McWhorter stepping down as director

NASHVILLE, Tenn. (August 2, 2022)— Stuart McWhorter is stepping down as chairman of the board of directors of Nashville-based FB Financial Corporation. He is rejoining Governor Bill Lee’s administration and replacing Bob Rolfe as commissioner of the Tennessee Department of Economic and Community Development.

McWhorter will be succeeded as chair by William F. (Bill) Carpenter III, one of the nation’s most accomplished health care executives. Carpenter was a founding employee of LifePoint Health, a leading healthcare company which, under his leadership, grew to become a Fortune 500 business. He served as LifePoint’s Chief Executive Officer from 2006 to 2018 and was chair of its board of directors from 2010 to 2018.

“I have enjoyed my time serving FirstBank and am leaving to continue working to advance Tennessee’s economic future with Governor Lee’s administration,” said McWhorter. “Bill Carpenter has a proven track record for many influential industry organizations, and I have full confidence in his ability to fill this seat.” Prior to joining LifePoint, Carpenter was a partner at the law firm of Waller Lansden Dortch & Davis, LLP, where his practice consisted primarily of corporate finance transactions, mergers and acquisitions and health care regulatory matters. While at Waller Lansden Dortch & Davis, he also served as head of the firm’s health law group.

“We have the utmost gratitude and respect for Stuart and his commitment to FirstBank, and we wish him all the best in his new role as commissioner,” said Chris Holmes, President and CEO. “Bill’s decades of legal and corporate experience and invaluable knowledge of the Nashville community make him an ideal fit for this role. We anticipate a seamless transition in leadership and look forward to continuing FirstBank’s success under his leadership.”

Throughout his professional career, Carpenter has been a devout community leader through his involvement in various organizations and boards. Additionally, Carpenter is a past member of the board of directors of the American Hospital Association, the past chairman of the boards of directors of Federation of American Hospitals and Nashville Health Care Council and past member of the board of directors of Nashville Public Radio. In addition, Mr. Carpenter has served on the boards of directors of many local community organizations, including NashvilleHealth, the Center for Medical Interoperability and United Way of Greater Nashville. He currently serves as Chairman of the Board of Trust at Montgomery Bell Academy.

About FirstBank

Nashville-based FirstBank, a wholly owned subsidiary of FB Financial Corporation (NYSE: FBK), is the third largest Tennessee-headquartered bank, with 82 full-service branches across Tennessee, South Central Kentucky, Alabama and North Georgia, and a national mortgage business with offices across the Southeast. The bank serves five of the major metropolitan markets in Tennessee and, with approximately $12.6 billion in total assets, has the resources to provide a comprehensive variety of financial services and products.