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  • Firstbank’s Dividend Capacity Under Applicable Tennessee Banking Law Has Been Substantially Utilized, and Firstbank Has Been Required to Obtain the Approval of the Tennessee Department of Financial Institutions to Pay Dividends to US From Time to Time, Including During Recent Periods. (new) — The company's ability to service the notes depends on dividends from FirstBank, but FirstBank's dividend capacity is largely used up and requires regulatory approval, creating a risk that FB Financial may lack funds to pay interest or principal.
  • 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, or In the Performance of Any of Our Other Obligations Under the Subordinated Notes or the Indenture Governing the Subordinated Notes. (new) — Noteholders cannot demand immediate repayment upon a payment default; acceleration is only available upon bankruptcy or insolvency, limiting remedies for investors.
  • There Are No Financial Covenants In the Subordinated Indenture Governing the Subordinated Notes. (new) — The absence of financial covenants and restrictions on additional debt, liens, dividends, or share repurchases gives the company broad flexibility that could increase risk for noteholders.
NYSE: FBK FB Financial Corp 424B5

FB Financial prices $125M subordinated notes offering; net proceeds $122.8M for bank capital

Filed September 23, 2026 · ~1 min read

Key Changes

  • high

    FB Financial is offering $125 million of 6.625% fixed-to-floating subordinated notes due 2036. Net proceeds to the company are approximately $122.8 million after underwriting discounts and expenses.

    The Offering verify on EDGAR →
  • high

    The notes pay a fixed 6.625% annual rate until October 2031, then switch to a floating rate of SOFR plus 205 basis points, payable quarterly.

    The Offering verify on EDGAR →
  • high

    The notes are structurally subordinated to all liabilities of FirstBank, the company's bank subsidiary, which had $14.8 billion of liabilities as of June 30, 2026.

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