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  • Firstbank’s Dividend Capacity Under Applicable Tennessee Banking Law Has Been Substantially Utilized (new) — The holding company relies on dividends from FirstBank to pay interest and principal on the notes, but the bank's legal dividend capacity is largely used up and requires regulatory approval for further dividends, creating a risk to noteholders.
  • There Is No Automatic Acceleration, or Right of Acceleration, In the Case of a Default In the Payment of Principal Of, or Interest On, the Subordinated Notes (new) — Noteholders cannot demand immediate repayment upon a payment default, which significantly weakens their remedies compared to typical corporate bonds.
NYSE: FBK FB Financial Corp 424B5

FB Financial Corp offers fixed-to-floating subordinated notes due 2036; terms not yet set

Filed September 21, 2026 · ~2 min read

Key Changes

  • high

    FB Financial Corp is offering fixed-to-floating rate subordinated notes due 2036, but the aggregate principal amount and interest rate are left blank in this preliminary prospectus supplement.

    The Offering verify on EDGAR →
  • high

    The notes are obligations only of FB Financial Corp, not its subsidiaries. As of June 30, 2026, FirstBank had $14.8 billion of liabilities to which the notes will be structurally subordinated.

    The Offering verify on EDGAR →
  • medium

    The company intends to use net proceeds for general corporate purposes, including providing capital to FirstBank to support its growth.

    Use of Proceeds verify on EDGAR →

3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Figures/quotes linked to EDGAR · Narrative written by AI · Oct 3, 2026 · How we verify