FB Financial Corp Issues $125M 6.625% Subordinated Notes Due 2036

What Happened
FB Financial Corporation announced on September 24, 2026 that it completed an offering of $125,000,000 aggregate principal amount of 6.625% Fixed-to-Floating Rate Subordinated Notes due 2036. The offering was completed under the company’s Form S-3ASR registration statement and was underwritten by Keefe, Bruyette & Woods, Inc. Net proceeds are intended for general corporate purposes, including providing capital to its banking subsidiary, FirstBank.

Key Details

• Principal amount: $125,000,000 of subordinated notes, issued September 24, 2026; maturity date: October 1, 2036.
• Interest structure: 6.625% fixed per annum (semi‑annual payments) from issuance through but excluding Oct 1, 2031; thereafter a floating rate expected to be 3‑month Term SOFR + 205 basis points (quarterly payments) from Oct 1, 2031 through maturity. If the benchmark is negative it will be treated as zero.
• Redemption: Company may redeem all or part beginning on Oct 1, 2031 (or earlier in certain events such as a Tax Event or Tier 2 Capital Event); redemption price = 100% of principal + accrued interest. Prior Federal Reserve approval is required if then applicable.
• Subordination and guarantees: Notes are general unsecured, subordinated obligations of the company, not guaranteed by FirstBank or other subsidiaries; they rank junior to senior debt and are structurally subordinated to subsidiary liabilities (including bank deposits).

Why It Matters
This transaction raises $125 million of long‑term subordinated debt, supplying capital that FB Financial says will support FirstBank’s growth and other corporate needs. For investors, the notes increase the company’s debt obligations and add interest expense (fixed initially, then floating) while being lower priority than senior or secured creditors in a liquidation. Redemption is possible starting in 2031 but may require regulatory approval, which can affect the company’s future capital flexibility.