UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________

FORM 10-K

______________________________________________________________

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ 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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting

under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, ~~2024~~2025, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was 1,~~363~~537,~~325~~509,~~628~~208, based on the closing sale price of $3945.0330 per share as reported on the New York Stock Exchange.

The number of shares of registrant’s Common Stock outstanding as of February 1110, ~~2025~~2026 was 4651,~~678~~757,~~175~~557.

Portions of the registrant’s Definitive Proxy Statement relating to the registrant's ~~2024~~2025 Annual Meeting of Shareholders, which will be filed within 120 days after December 31, ~~2024~~2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

		Page
PART I.
Item 1.	Business	5
Item 1A.	Risk Factors	2022
Item 1B.	Unresolved Staff Comments	3135
Item 1C.	Cybersecurity	3236
Item 2.	Properties	3337
Item 3.	Legal Proceedings	3337
Item 4.	Mine Safety Disclosures	3337
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3438
Item 6.	[RESERVED]	3540
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3640
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7378
Item 8.	Financial Statements and Supplementary Data	75
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	~~137~~147
Item 9A.	Controls and Procedures	~~137~~147
Item 9B.	Other Information	~~137~~147
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~137~~147
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	~~138~~148
Item 11.	Executive Compensation	~~138~~148
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~138~~148
Item 13.	Certain Relationships and Related Transactions, and Directors Independence	~~138~~148
Item 14.	Principal Accounting Fees and Services	~~138~~148
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	~~139~~149
Item 16.	Form 10-K Summary	~~141~~151
SIGNATURES		~~142~~152

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

As used in this Annual Report on Form 10-K for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 (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

~~FDIA~~EVE

~~Federal~~Economic ~~Deposit~~value ~~Insurance~~of ~~Act~~equity

AFS

Available-for-sale

~~FDIC~~FASB

~~Federal~~Financial ~~Deposit~~Accounting ~~Insurance~~Standards ~~Corporation~~Board

Artificial intelligence

~~FDM~~FDIA

~~Financial~~Federal ~~difficulty~~Deposit ~~modification~~Insurance Act

ALCO

Asset Liability Management Committee

~~Federal Reserve~~FDIC

~~Board of Governors of the~~ Federal ~~Reserve~~Deposit ~~System~~Insurance Corporation

AOCI

Accumulated other comprehensive income

FHLB

Federal Home Loan Bank

AML

U.S. anti-money laundering law

FDM

Financial difficulty modification

ASC

Accounting Standard Codification

FRA

Federal Reserve Act

AOCI

Accumulated other comprehensive income

Federal Reserve

Board of Governors of the Federal Reserve System

ASU

Accounting Standard Update

GAAP

U.S. generally accepted accounting principles

ASC

Accounting Standard Codification

FHLB

Federal Home Loan Bank

Bank

FirstBank, subsidiary bank

GDP

Gross domestic product

ASU

Accounting Standard Update

FRA

Federal Reserve Act

Bank

FirstBank, subsidiary bank

GAAP

U.S. generally accepted accounting principles

BHCA

Bank Holding Company Act

GLBA

Gramm-Leach-Bliley Act

Board of Directors

FB Financial Corporation's board of directors

GNMA

Government National Mortgage Association

BOLI

Bank-owned life insurance

HFI

Held for investment

BSA

Bank Secrecy Act

~~HFS~~MBS

~~Held~~Mortgage‑backed ~~for sale~~securities

BTFP

Bank Term Funding Program

MBS

Mortgage‑backed securities

Certificate of Deposit

MSA

Metropolitan statistical areas

CECL

Current expected credit losses

MSR

Mortgage servicing rights

CET1

Common Equity Tier 1

NIM

Net interest margin

CFPB

Consumer Financial Protection Bureau

NYSE

New York Stock Exchange

CIBCA

Change in Bank Control Act

OREO

Other real estate owned

CISO

Chief Information Security Officer

PCAOB

Public Company Accounting Oversight Board

Company

FB Financial Corporation

PCD

Purchased credit deteriorated

COSO

Committee of Sponsoring Organizations of the Treadway Commission

PSU

Performance-based restricted stock units

CPR

Conditional prepayment rate

Report

Form 10-K for the year ended December 31, ~~2024~~2025

CRA

Community Reinvestment Act

~~ROAA~~RSU

~~Return~~Restricted onstock ~~average assets~~units

CRE

Commercial real estate

~~ROAE~~SEC

~~Return~~U.S. onSecurities ~~average~~and ~~common~~Exchange ~~equity~~Commission

DIF

Deposit Insurance Fund

~~RSU~~SOFR

~~Restricted~~Secured ~~stock~~overnight ~~units~~financing rate

Dodd-Frank Act

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

~~SEC~~Southern States

~~U.S.~~Southern ~~Securities~~States ~~and~~Bancshares, ~~Exchange Commission~~Inc.

EPS

Earnings per share

~~SOFR~~TDFI

~~Secured~~Tennessee ~~overnight~~Department ~~financing~~of ~~rate~~Financial Institutions

ESPP

Employee Stock Purchase Plan

~~TDFI~~U.S.

~~Tennessee~~United ~~Department~~States of ~~Financial Institutions~~America

EVE

Economic value of equity

U.S.

United States of America

FASB

Financial Accounting Standards Board

Cautionary note regarding forward-looking statements

This Annual Report contains certain ~~forward-looking~~ statements that are not historical in nature ~~and~~ 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 ~~but not limited to~~ 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,” ~~“forecasts”~~ ~~“likely,” “future,” “strategy”~~ 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 ~~outcomes and~~ results may prove to be materially different from the ~~outcomes and~~ 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, ~~potential~~including risks that cost savings and other synergies from completed or future ~~acquisitions~~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, ~~and~~ (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.

The foregoing factors should not be construed as exhaustive and should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report; and in any of the Company’s subsequent Securities and Exchange Commission Filings. 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 Annual 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. 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.

PART I

ITEM - 1. Business

In this Annual Report, the terms “we,” “our,” “ours,” “us,” “FB Financial,” and “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our wholly-owned subsidiaries, including our state-chartered consolidated banking subsidiary, “FirstBank” or “the Bank,” unless the context indicates that we refer only to the parent company, FB Financial Corporation.

Overview

FB Financial Corporation is a bank holding company designated as a financial holding company. We are headquartered in Nashville, Tennessee. Our wholly-owned bank subsidiary is FirstBank which provides a comprehensive suite of commercial and consumer banking services to clients in select markets primarily in Tennessee, Alabama, Kentucky, ~~Alabama~~Georgia, and North ~~Georgia~~Carolina. As of December 31, ~~2024~~2025, our footprint included 7790 full-service ~~bank~~ branches ~~and several other limited service banking, ATM and mortgage loan production locations~~ serving ~~the Tennessee metropolitan~~ markets ofacross ~~Nashville~~Tennessee, ~~Chattanooga (~~including ~~North~~Nashville, ~~Georgia)~~Chattanooga, Knoxville, Memphis, and Jackson in addition to ~~the~~Bowling ~~metropolitan~~Green, ~~markets of Birmingham~~Kentucky, ~~Florence~~Columbus and ~~Huntsville~~Newnan, ~~Alabama~~Georgia and ~~Bowling~~Birmingham, ~~Green~~Anniston, ~~Kentucky.~~Huntsville, ~~The~~and ~~Bank~~Auburn, ~~also operates in 17 community markets~~Alabama. ~~During the year ended December 31~~Additionally, ~~2024,~~our ~~the~~banking ~~Company~~services ~~announced~~extend ~~expansions~~to ~~into~~community ~~the~~markets ~~Tuscaloosa,~~throughout ~~Alabama~~our ~~and Asheville, North Carolina markets~~footprint. Further, the Company also provides mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States. As of December 31, ~~2024~~2025, we had total assets of $~~13.~~16.30 billion, loans held for investment of $912.6038 billion, total deposits of $1113.2191 billion, and total common shareholders’ equity of $1.5795 billion.

Throughout our history, we have maintained a community banking approach of personalized relationship-based service, which is delivered locally through experienced bankers in each market. As we have grown, maintaining this relationship-based approach utilizing local, talented and experienced bankers in each market has been an integral component of our success. Our bankers utilize their local knowledge and relationships to deliver timely solutions to our clients. We empower these bankers by giving them local decision making authority supplemented by appropriate risk management. In our experience, business owners and operators prefer to deal with decision makers, and our banking model is built to place the decision maker as close to the client as possible. We have designed our operations, technology, and centralized risk oversight processes to specifically support our operating model. We deploy this operating model universally in each of our markets, regardless of size. We believe we have a competitive advantage in our markets versus both smaller community banks and larger regional and national banks. Our robust offering of products, services and capabilities differentiate us from community banks, and our significant local market knowledge, client service level and the speed with which we are able to make decisions and deliver our services to customers differentiate us from larger regional and national banks.

We seek to leverage our operating model by focusing on profitable growth opportunities across our footprint, both in high-growth metropolitan markets and in stable community markets. As a result, we are able to strategically deploy our capital across our markets to take advantage of those opportunities that we believe provide the greatest certainty of profitable growth and highest returns.

Our history

Originally chartered in 1906, we are one of the longest continually operating banks in Tennessee. While our deep community roots go back over 100 years, our growth trajectory changed in 1984 when an experienced banker and entrepreneur partnered to acquire Farmers State Bank with a focus on growing the Bank. In 1988, Farmers State Bank purchased the assets of First National Bank of Lexington, Tennessee and changed the name to FirstBank, forming the foundation of our current franchise. In 1990, James W. Ayers became FirstBank's sole shareholder and remained the sole shareholder until our initial public offering in September 2016. The Bank grew from a community bank with only $14 million in assets in 1984 to total assets of $~~13.~~16.30 billion at December 31, ~~2024~~2025.

From 1984 to 2001, we operated as a community bank growing organically and through small acquisitions in community markets in West Tennessee. In 2001, our strategy evolved from serving purely community markets to include a modest presence in metropolitan markets, expanding our reach and enhancing our growth. We entered Nashville and Memphis in 2001 by opening a branch in each of those markets. In 2004 and 2008, we opened our first branches in Knoxville and Chattanooga, respectively. Although we experienced some growth in each metropolitan market, those markets did not become a significant strategic focus until we implemented our current strategy in the Nashville metropolitan statistical area in 2012. The successful implementation of this strategy, along with strategic acquisitions, resulted in growing Nashville into our largest market with 4136.51% of our total deposits as of June 30, ~~2024~~2025. Additionally, we expanded into the Huntsville, Alabama MSA in 2014 by opening a branch in Huntsville and loan production office in Florence, Alabama, which was converted to a full-service branch in 2019. During 2020, we expanded into the Bowling Green, Kentucky MSA with our acquisition of FNB Financial Corp. in addition to increasing our Nashville MSA market share through our acquisition of Franklin Financial Network, Inc. During 2021, we expanded our banking division into Central Alabama with hiring of

~~acquisition~~additional ofexperienced ~~FNB~~senior ~~Financial~~bankers ~~Corp~~in Birmingham. inDuring ~~addition~~2024, we continued to ~~increasing~~augment our ~~Nashville~~growth ~~MSA~~into ~~market~~Central ~~share~~Alabama ~~through~~by ~~our~~announcing ~~acquisition~~expansion ofinto ~~Franklin~~the ~~Financial~~Tuscaloosa ~~Network~~market, ~~Inc.~~as ~~During~~well ~~2021~~as entering into the Asheville, weNorth ~~expanded~~Carolina ~~our~~market ~~banking~~where ~~division~~we ~~into~~operate ~~Central~~under ~~Alabama~~the ~~with~~name ~~hiring~~FB ofFinancial, ~~additional~~a ~~experienced~~division ~~senior~~of ~~bankers~~FirstBank in ~~Birmingham~~Nashville, Tennessee. During ~~2024~~2025, we ~~continued~~strengthened toour ~~augment~~presence ~~our~~in ~~growth~~existing ~~into~~markets ~~Central~~through ~~Alabama~~our bymerger ~~announcing~~with ~~expansion~~Southern ~~into~~States, ~~the~~such ~~Tuscaloosa~~as ~~market~~Birmingham and Huntsville, asAlabama, ~~well~~while asexpanding ~~entering~~our ~~into~~footprint ~~the~~further ~~Asheville,~~into ~~North~~Alabama ~~Carolina~~and ~~market~~Georgia. As a result of this evolution and focus on continuous organic growth, we operate a balanced business model that serves a diverse customer base in both metropolitan and community markets.

Mergers and acquisitions

On September 18, 2015, the Bank completed its acquisition of Northwest Georgia Bank, a bank headquartered in Ringgold, Georgia, pursuant to the Agreement and Plan of Merger dated April 27, 2015 by and between the Bank and NWGB. The Company acquired NWGB in a $1.5 million cash purchase. NWGB was merged with and into the Bank, with the Bank as the surviving entity. As of September 18, 2015, the estimated fair value of loans acquired and deposits assumed as a result of the merger were $78.6 million and $246.2 million, respectively.

On July 31, 2017, the Bank completed its merger with Clayton Bank and Trust and American City Bank (together the “Clayton Banks”), pursuant to the Stock Purchase Agreement with Clayton HC, Inc., a Tennessee corporation, and James L. Clayton, the majority shareholder of Seller, dated February 8, 2017, as amended on May 26, 2017, with a purchase price of approximately $236.5 million. The Company issued 1,521,200 shares of common stock and paid cash of $184.2 million to purchase all of the outstanding shares of the Clayton Banks. At closing, the Clayton Banks merged with and into FirstBank, with FirstBank continuing as the surviving banking entity. As of July 31, 2017, the estimated fair value of loans acquired and deposits assumed as a result of the merger were $1,059.7 million and $979.5 million, respectively.

On April 5, 2019, the Bank acquired 11 Tennessee and three Georgia branch locations from Atlantic Capital Bank, N.A., further increasing market share in existing markets and expanding the Company's footprint into new locations. Under the terms of the agreement, the Bank assumed $588.9 million in deposits for a premium of 6.25% and acquired $374.4 million in loans at 99.32% of principal outstanding.

On February 14, 2020, the Company acquired FNB Financial Corp. and its wholly-owned subsidiary, Farmers National Bank of Scottsville (collectively, "Farmers National"). Following the acquisition, Farmers National was merged into the Company with FB Financial Corporation continuing as the surviving entity. The transaction added four branches and expanded the Company's footprint into Kentucky. Under the terms of the agreement, the Company acquired total assets of $258.2 million, loans of $182.2 million and assumed total deposits of $209.5 million. Farmers National shareholders received 954,797 shares of the Company's common stock as consideration in connection with the merger, in addition to $15.0 million in cash consideration.

On August 15, 2020, the Company completed its largest merger to date with Franklin Financial Network, Inc. and its wholly-owned subsidiaries, with FB Financial Corporation continuing as the surviving entity. Under the terms of the agreement, the Company acquired total assets of $3.63 billion, loans of $2.79 billion and assumed total deposits of $3.12 billion in a transaction valued at $477.8 million, which included the issuance of 15,058,181 shares of the Company's common stock. The transaction added a new subsidiary to the Company, FirstBank Risk Management, which provided risk management services to the Company in the form of enhanced insurance coverages. This entity was dissolved in the year ended December 31, 2023. It also added a new subsidiary to the Bank, FirstBank Investments of Tennessee, Inc., which provides investment services to the Bank. FBIT has a wholly-owned subsidiary, FirstBank Investments of Nevada, Inc. to provide investment services to FBIT. FBIN has a controlling interest in a subsidiary, FirstBank Preferred Capital, Inc., which serves as a real estate investment trust, which allows the Bank to sell real estate loans to the REIT to optimize our tax structure.

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. The merger broadened the Company’s presence across Alabama and Georgia and increased its scale in the Birmingham and Huntsville markets. Through the transaction, the Company acquired $2.83 billion in assets, $2.27 billion in loans and $2.47 billion in deposits. Total consideration of $368.4 million consisted of the issuance of 8,124,241 shares of the Company’s common stock and $327 thousand in cash to settle outstanding stock options and fractional share amounts. Preliminary purchase accounting resulted in the recognition of $107.8 million of goodwill, reflecting the estimated fair value of net assets acquired.

See Note 2, “Mergers and acquisitions” in the notes to the consolidated financial statements for further details regarding the terms and conditions of these acquisitions.

Our markets

Our market footprint is the southeastern United States, centered around Tennessee, and includes portions of Alabama, ~~North~~Kentucky, Georgia and ~~Kentucky. Recently, we announced expansion into the Asheville,~~ North Carolina ~~market~~.

Top Metropolitan Markets(2)								Top Community Markets(2)
Market	Market Rank	Branches (#)	Deposits ($mm)	Deposit Market Share		Percent of Total Deposits		Market	Market Rank	Branches (#)	Deposits ($mm)	Deposit Market Share		Percent of Total Deposits
Nashville	6	23	45,~~346~~001	45.71	%	4136.51	%	Lexington	1	5	~~407~~413	50.4	%	3.90	%
Chattanooga	5	7	~~971~~1,055	6.49	%	97.36	%	~~Dalton~~Anniston	52	21	~~278~~392	816.4	%	2.78	%
Knoxville	9	5	777	3.1	%	7.4	%	Tullahoma	2	3	252	15.7	%	2.4	%
Atlanta	23	4	923	0.4	%	6.7	%	Auburn	5	2	378	8.4	%	2.7	%
Jackson	3	6	540	12.3	%	5.2	%	Morristown	5	2	217	9.6	%	2.1	%
Knoxville	9	5	793	3.0	%	5.7	%	Columbus	4	2	358	3.6	%	2.6	%
Birmingham	2116	3	~~330~~572	01.71	%	34.21	%	~~Cookeville~~Dalton	115	12	~~215~~276	49.71	%	2.10	%
Bowling Green	7	5	278	6.0	%	2.7	%	Crossville	5	1	186	11.0	%	1.8	%
Jackson	3	6	542	12.3	%	3.9	%	Morristown	5	2	247	10.7	%	1.8	%
Memphis	28	32	~~277~~300	0.7	%	2.62	%	~~Paris~~Crossville	34	21	~~170~~210	1311.98	%	1.65	%
Florence	9	1	109	2.8	%	1.0	%	Huntingdon	2	5	164	23.0	%	1.6	%
Bowling Green	8	5	265	5.6	%	1.9	%	Tullahoma	3	3	204	13.1	%	1.5	%
Huntsville	2116	2	86180	01.85	%	01.83	%	Decatur	1	1	~~150~~187	3741.43	%	1.43	%

(1)Source: SNL Financial. Market data is as of June 30, ~~2024~~2025 and is presented on a pro forma basis for announced acquisitions since June 30, ~~2024~~2025.

(2)Source: Company data and S&P Global Market Intelligence

Market characteristics and mix.

Metropolitan markets. Our metropolitan markets are generally characterized by attractive demographics and strong economies and offer substantial opportunity for future growth. We compete in these markets with national and regional banks that currently have the largest market share positions and with community banks primarily focused only on a particular geographic area or business niche. We believe we are well positioned to grow our market penetration among our target clients of small to medium sized businesses as well as large corporate businesses and the consumer base working and living in these metropolitan markets. In our experience, such clients demand the product sophistication of a larger bank, but prefer the customer service, relationship focus and local connectivity of a community bank. We believe that our size, product suite and operating model offer us a competitive advantage in these markets versus our smaller competitors, many of which are focused only on specific counties or industries. Our operating model driven by local talent with strong community ties and local authority serves as a key competitive advantage over our larger competitors. We believe that, as a result, we are well positioned to leverage our existing franchise to expand our market share in our markets.

~~Community markets. Our community markets tend to be more stable throughout various economic cycles~~competitors, ~~with~~many ~~primarily~~of ~~retail~~which ~~and~~are ~~small~~focused ~~business~~only ~~customer~~on ~~opportunities~~specific ~~and~~counties ~~more~~or ~~limited competition~~industries. ~~We believe this leads to an attractive profitability profile and more granular loan and deposit portfolios.~~ Our ~~community~~operating ~~markets~~model ~~are~~driven ~~standalone~~by ~~markets~~local ~~and~~talent ~~not suburbs of larger markets. We primarily compete in these markets~~ with ~~community~~strong ~~banks that generally have less than $1 billion in total assets. Our strategy is to compete against these smaller~~ community ~~banks~~ties ~~by providing a broader~~ and ~~more~~local ~~sophisticated~~authority ~~set~~serves ofas ~~products~~a ~~and~~key ~~capabilities~~competitive ~~while~~advantage ~~still~~over ~~maintaining~~ our ~~local~~larger ~~service model~~competitors. We believe ~~these~~that, ~~markets~~as ~~are~~a ~~being~~result, ~~deemphasized~~we byare ~~national~~well ~~and~~positioned ~~regional~~to ~~banks~~leverage ~~which~~our ~~provides~~existing usfranchise ~~with opportunities~~ to ~~hire~~expand ~~talented~~our ~~bankers and maintain or grow~~ market share in ~~these~~our ~~community~~ markets.

Community markets. Our community markets tend to be more stable throughout various economic cycles, with primarily retail and small business customer opportunities and more limited competition. We believe this leads to an attractive profitability profile and more granular loan and deposit portfolios. Our community markets are standalone markets and not suburbs of larger markets. We primarily compete in these markets with community banks that generally have less than $1 billion in total assets. Our strategy is to compete against these smaller community banks by providing a broader and more sophisticated set of products and capabilities while still maintaining our local service model. We believe these markets are being deemphasized by national and regional banks which provide us with opportunities to hire talented bankers and maintain or grow market share in these community markets.

Our core client profile across our footprint includes retail and wealth consumers, small businesses, and corporate clients and owners. We target business clients with substantial operating history. Our typical business client would keep business deposit accounts with us, and we would look to provide banking services to the owners and employees of the business as well. We also have an active consumer lending business that includes deposit products, mortgages, home equity lines and small consumer finance loans. We continuously strive to build deeper relationships by actively advising clients and offering products that meet their banking needs.

The following tables show our deposit market share ranking among banks in Tennessee as of June 30, ~~2024~~2025 (the most recent date that such information is publicly available). Of the 10 largest banks in the state based on total deposits, 6 are national or regional banks, which we believe provides us with significant opportunities to gain market share from these banks.

Top 10 banks in Tennessee:

Rank	Company name	Headquarters	Branches(#)	Totaldeposits($bn)	Depositmarketshare(%)
1	First Horizon Corporation (TN)	Memphis, TN	136	3031.10	13.53
2	Pinnacle Financial Partners (TN)	Nashville, TN	5762	2730.76	1213.41
3	Regions Financial Corporation (AL)	Birmingham, AL	194	2322.39	109.58
4	Bank of America Corporation (NC)	Charlotte, NC	5853	16.98	7.62
5	Truist Financial Corporation (NC)	Charlotte, NC	98	16.0	76.29
6	FB Financial Corporation (TN)	Nashville, TN	7170	9.07	4.12
7	U.S. Bancorp (MN)	Minneapolis, MN	5957	5.48	2.45
8	Wilson Bank Holding Company (TN)	Lebanon, TN	32	45.61	2.02
9	Fifth Third Bancorp (OH)	Cincinnati, OH	4045	34.80	1.7
10	Simmons First National Corporation (AR)	Pine Bluff, AR	46	34.60	1.67

Source: S&P Global Market Intelligence and Company reports as of June 30, 2025 adjusted for pending and completed acquisitions as of June 30, 2025.

Our business strategy

Our overall business strategy is comprised of the following core priorities.

Enhance market penetration in our markets. In recent years, we have successfully grown our franchise across our footprint by executing our community bank growth strategy. The strategy is centered on the following: recruiting the best bankers and empowering them with local authority; developing branch presence; building brand awareness and growing our business and consumer banking presence; and expanding our product offering and capabilities. These strategies coupled with our personalized, relationship-based client service have contributed significantly to our success. Additionally, we believe that our scale, resources and range of products ~~provides~~provide us with a competitive advantage over the smaller community banks in our markets we operate. As a result of these competitive advantages and growth strategies, the Nashville MSA has become our largest market with approximately 4136.51% of our deposits and 45.71% market share, based on pro forma deposits as of June 30, ~~2024~~2025. We intend to continue to efficiently increase our market penetration through organic growth and strategic acquisitions.

Based on market and competitive similarities, we believe our growth strategies are transferable to our other metropolitan markets and we have implemented these strategies in additional markets across our footprint. In Knoxville and Chattanooga, we have achieved top 10 deposit market shares through our acquisitions of Northwest Georgia Bank, the Clayton Banks, and the branches from Atlantic Capital Bank and continued organic growth in those markets. In the Memphis, Huntsville and Birmingham MSAs, our banking model has attracted strong leadership teams and we have experienced ~~significant~~ growth in both deposits and loans. ~~Additionally,~~In ~~we have hired experienced leadership teams and started building production teams in Tuscaloosa and Asheville~~addition, ~~where~~the weSouthern ~~will~~States ~~also~~merger beextended ~~establishing~~our afranchise ~~physical~~into ~~presence.~~the

Pursue opportunistic and strategic acquisitions. We have completed 13 acquisitions in the past 25 years. We pursue acquisitions that enhance market penetration, possess strong core deposits, are accretive to earnings per share while minimizing tangible book value dilution, and meet our internal return targets. We believe that numerous small to mid-8

7Atlanta metropolitan area and enhanced our overall market position in Alabama and Georgia. We are also continuing to build out our presence in Asheville, North Carolina where an experienced leadership team is supporting ongoing loan and deposit growth as we further develop the market.

Pursue opportunistic and strategic acquisitions. We have completed 14 acquisitions in the past 30 years. We pursue acquisitions that enhance market penetration, possess strong core deposits, are accretive to earnings per share while minimizing tangible book value dilution, and meet our internal return targets. We believe that numerous small to mid-sized banks or branch networks will be available for acquisition throughout our footprint as well as in attractive contiguous markets in the coming years due to industry trends, such as compliance and operational challenges, regulatory pressure, management succession issues and shareholder liquidity needs. In Tennessee alone, there are approximately ~~104~~99 commercial banks with total assets of less than $5 billion, and in the selected neighboring states of Alabama, Georgia, Kentucky, North Carolina, South Carolina and Virginia, there are over ~~435~~423 commercial banks with under $5 billion in assets. We believe that we are positioned as a natural consolidator because of our financial strength, reputation and operating model.

Improve efficiency by leveraging technology and scaling operations. We have invested significantly in our personnel, infrastructure and technology in recent years, which we believe has created a scalable platform that will support future growth across all of our markets. Our bankers and branches, especially in the metropolitan markets, continue to scale in size, and we believe there is capacity to grow our business without adding significantly to our branch network. We plan to continue to invest, as needed, in our technology and business infrastructure to support our future growth and increase operating efficiencies.

Develop niche banking and noninterest income opportunities. While our primary focus is on capturing opportunities in our core banking business, we have successfully seized opportunities to grow our noninterest income. Our mortgage platform is focused through a traditional retail delivery channel. Additionally, we have successfully expanded our fee-based business to include more robust treasury management, trust and investment services and capital markets revenue streams. We intend to continue emphasizing these business lines which we believe serve as customer acquisition channels and provide us with a range of cross-selling opportunities, while making our business stronger and more profitable.

Risk management

General

Our operating model demands a strong risk management culture built to address multiple areas of risk, including credit risk, interest rate risk, liquidity risk, price risk, compliance risk, information security/cyber risk, third-party risk, operational risk, strategic risk and reputational risk. Our risk management culture is supported by investments in the right people and technologies to protect our business. Our Board of Directors, through its Risk Committee, is ultimately responsible for overseeing risk management of the Company. We have a Chief Risk Officer who oversees risk management across our business. Our Board, Chief Executive Officer and Chief Risk Officer are supported by the heads of other functional areas at the Bank, including credit, legal, IT, audit, compliance, capital markets, credit review, information security and physical security. Our comprehensive risk management framework is designed to complement our core strategy of empowering our experienced, local bankers with local-decision making to better serve our clients.

Our credit policies support our goal of maintaining sound credit quality standards while achieving balance sheet growth, earnings growth, appropriate liquidity and other key objectives. We maintain a risk management infrastructure that includes local authority, centralized policymaking and a system of checks and balances. The fundamental principles of our credit policy and procedures are to maintain credit quality standards, which enhance our long-term value to our clients, associates, shareholders and communities. Our loan policies provide our bankers with a sufficient degree of flexibility to permit them to deliver responsive and effective lending solutions to our clients while maintaining appropriate credit quality. Furthermore, our bankers and associates are hired for the long-term and they are incented to focus on long-term credit quality. Since lending represents credit risk exposure, the Board of Directors and its duly appointed committees seek to ensure that the Bank maintains appropriate credit quality standards. The Credit Risk Committee of the Board of Directors provides oversight at the Board level, while management oversight committees, including the ACL Committee and Corporate Credit Risk Committee, administer the loan portfolio and monitor credit risk. These committees meet at least quarterly to review the lending activities.

Credit concentration

Diversification of risk is a key factor in prudent asset management. Our granular loan portfolio reflects a balanced mix of consumer and commercial clients across these markets, which we believe inherently mitigates the impact of industry and market cycles. In addition, risk from concentration is actively managed by management and reviewed by the Board of Directors of the Bank, and exposures relating to borrower, industry and commercial real estate categories are tracked and measured against policy limits. These limits are reviewed as part of our periodic review of the credit policy. Loan concentration levels are monitored by the Corporate Credit Risk Committee and reported to the Credit Risk Committee of the Board of Directors.

Loan approval process

The loan approval process at the Bank is characterized by local authority supported by a control environment that provides for prompt and thorough underwriting of loans. Our localized decision making is reinforced through a centralized review process supported by technology that monitors credits to ensure compliance with our credit policies. Our loan approval method is based on a hierarchy of individual lending authorities for new credits and renewals granted to our individual bankers, market presidents, regional presidents, senior and regional credit officers, senior management and Credit Risk Committee of the Board of Directors. The Corporate Credit Risk Committee, along with senior management, establishes the maximum lending limits at each level and sets individual authorities within these maximum limits to each individual based on demonstrated experience and expertise, and are periodically reviewed and updated. We believe that the ability to have individual loan authority up to specified levels based on experience and track record coupled with appropriate approval limits allows us to provide prompt and appropriate responses to our clients while still allowing for the appropriate level of oversight.

approval method is based on a hierarchy of individual lending authorities for new credits and renewals granted to our individual bankers, market presidents, regional presidents, senior and regional credit officers, senior management and Credit Risk Committee of the Board of Directors. The Corporate Credit Risk Committee, along with senior management, establishes the maximum lending limits at each level and sets individual authorities within these maximum limits to each individual based on demonstrated experience and expertise, and are periodically reviewed and updated. We believe that the ability to have individual loan authority up to specified levels based on experience and track record coupled with appropriate approval limits allows us to provide prompt and appropriate responses to our clients while still allowing for the appropriate level of oversight.

As a relationship-oriented lender, rather than transaction-oriented lender, a majority of our loans HFI are made to borrowers or relationships located or operating in our market area. This provides us with a better understanding of their business, creditworthiness and the economic conditions in their market and industry. Furthermore, our associates are held accountable for their decisions, which effectively aligns their incentives to reflect appropriate management of risk.

In considering loans, we follow the underwriting principles set forth in our credit policy with a primary focus on the following factors:

•A relationship with our clients that provides us with a thorough understanding of their financial condition and ability to repay the loan;

•verification that the primary and secondary sources of repayment are adequate in relation to the amount of the loan;

•adherence to appropriate loan to value guidelines for real estate secured loans;

•targeted levels of diversification for the loan portfolio, both as to type of borrower and type of collateral; and

•proper documentation of loans, including perfected liens on collateral.

As part of the approval process for any given loan, we seek to minimize risk in a variety of ways, including the following:

•analysis of the borrower's and/or guarantor's financial condition, cash flow, liquidity, and leverage;

•assessment of the project's operating history, operating projections, location and condition;

•review of appraisals, title commitment and environmental reports;

•consideration of the management's experience and financial strength of the principals of the borrower; and

•understanding economic trends and industry conditions.

The Corporate Credit Risk Committee reviews and approves any amendments to the credit policy, monitors loan portfolio trends, credit trends, and results of credit reviews. The Credit Risk Committee of the Board of Directors approves loan transactions that exceed management authorized thresholds as set forth in our credit policy. Loan pricing is established in conjunction with the loan approval process based on pricing guidelines for loans that are set by the Bank’s senior management. We believe that our loan approval process provides for thorough internal controls, underwriting, and decision making.

Lending limits

The Bank is limited in the amount it can loan in the aggregate to a single borrower or related borrowers by the amount of our regulatory capital. Tennessee’s legal lending limit is a safety and soundness measure intended to prevent one person or a relatively small and economically related group of persons from borrowing an unduly large amount of bank funds. It is also intended to safeguard a bank’s depositors by diversifying the risk of potential loan losses among a relatively large number of creditworthy borrowers engaged in various types of businesses. Generally, under Tennessee law, loans and extensions of credit to a borrower may not exceed 15% of our bank’s Tier 1 capital, plus an additional 10% of the bank’s Tier 1 capital, with approval of the bank’s board. Further, the Bank may elect to conform to similar standards applicable to national banks under federal law, in lieu of Tennessee law. Because the federal law and Tennessee state law standards are determined as a percentage of the Bank’s capital, these state and federal limits both increase or decrease as the Bank’s capital increases or decreases. Based upon the capitalization of the Bank at December 31, ~~2024~~2025, the Bank’s legal lending limits were approximately $~~211~~248.60 million (15% of Tier 1 capital) and $~~352~~413.63 million (25% of Tier 1 capital). The Bank may seek to sell participations in our larger loans to other financial institutions, which will allow us to manage the risk involved in these loans and to meet the lending needs of our clients requiring extensions of credit in excess of these limits.

In addition to these legally imposed lending limits, we also employ appropriate limits on our overall loan portfolio and requirements with respect to certain types of lending and individual lending relationships. For example, we have lending limits related to maximum borrower, industry and certain types of commercial real estate exposures.

Enterprise risk management

We maintain an enterprise risk management program that helps us to identify, manage, monitor and control potential risks that may affect us, including credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, information security/cyber risk, third-party risk, strategic risk and reputational risk. Our operating model demands a strong risk culture built to address the multiple areas of risk we face, and our risk management strategy is supported by significant investments in the right people and technologies to protect the organization.

Our comprehensive risk management framework and risk identification is a continuous process and occurs at both the transaction level and the portfolio level. While our local bankers and associates support our day-to-day risk practices, management seeks to identify interdependencies and correlations across portfolios and lines of business that may amplify risk exposure through a thorough centralized review process. Risk measurement helps us to control and monitor risk levels and is based on the sophistication of the risk measurement tools used to reflect the complexity and levels of assumed risk. We monitor risks and ensure compliance with our risk policies by timely reviewing risk positions and exceptions. This monitoring process ensures that management’s decisions are implemented for all geographies, products and legal entities with overview by the appropriate committees.

We control risks through limits that are communicated through policies, standards, procedures and processes that define responsibility and authority. Such limits serve as a means to control exposures to the various risks associated with our activities, and are meaningful management tools that can be adjusted if conditions or risk tolerances change. In addition, we maintain a process to authorize exceptions or changes to risk limits when warranted. These risk management practices help to ensure effective reporting, compliance with all laws, rules and regulations, avoid damage to our reputation and related consequences, and attain our strategic goals while avoiding pitfalls and surprises along the way.

The Risk Committee of the Board of Directors approves policies that set operational standards and risk limits. Management is responsible for the implementation, integrity and maintenance of our risk management systems ensuring the directives are implemented and administered in compliance with the approved policy. Our Chief Risk Officer supervises the overall management of our risk management program, reports to the Chief Executive Officer and yet also retains independent access to the Risk Committee of the Board of Directors.

Credit risk management

Credit risk management is a key component of our risk management program. We employ consistent analysis and underwriting to examine credit information and prepare underwriting documentation. We monitor and approve exceptions to our credit policies as required, and we also track and address technical exceptions.

Each relationship manager has the primary responsibility for appropriately risk rating each loan that is made. In addition, our credit administration department is responsible for the ongoing monitoring of loan portfolio performance through the review of ongoing financial reports, credit quality reports, relationship manager reports, audit reviews and exception reporting and concentration analysis. This monitoring process also includes an ongoing review of loan risk ratings. Management and monitoring of our allowance for credit losses is performed by our ACL Committee. We have a Corporate Credit Risk Committee which monitors the integrity of our portfolio within the parameters of the credit policy. We utilize a risk grading system that enables management to differentiate individual loan quality and forecast future profitability and portfolio loss potential. The Credit Risk Committee of the Board of Directors has the authority to approve credit policies and risk limits.

We assign a credit risk rating at the time a commercial loan is made and adjust it as conditions warrant. Portfolio monitoring systems allow management to proactively assess risk and make decisions that will minimize the impact of negative developments. Successful credit management is achieved by lenders consistently meeting with clients and regularly reviewing their financial conditions. This enables both the recognition of future opportunities and potential weaknesses early.

The Board of Directors supports a strong credit review program and is committed to its effectiveness as part of the independent process of assessing our lending activities. We have communicated to our credit and lending staff that the identification of emerging problem loans begins with the lending personnel knowing their clients and supported by credit personnel, actively monitoring their client relationships. The credit review process is meant to augment this active management of client relationships and to provide an independent and broad-based look into our lending activities. We believe that our strong client relationships support our ability to identify potential deterioration of our credits at an early stage enabling us to address these issues early on to minimize potential losses.

We maintain a robust credit review function by utilizing an internal credit review team as well as third-party credit review firms. The results from internal and external credit reviews are reported to the Risk Committee of the Board of Directors to ensure independence and objectivity. The examinations performed by the credit review department are based on risk assessments of individual loan commitments within our loan portfolio over a period of time. At the conclusion of each review, the credit review department provides management with a report that summarizes the results of the review. At a minimum, the report addresses risk rating accuracy, compliance with regulations and policies, loan documentation accuracy, the timely receipt of financial statements, and any additional material issues.

minimum, the report addresses risk rating accuracy, compliance with regulations and policies, loan documentation accuracy, the timely receipt of financial statements, and any additional material issues.

We monitor the levels of delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. We generally do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. We believe that we are well reserved for losses resulting from our non-performing assets.

Liquidity and interest rate risk management

Our liquidity planning framework is focused on robust forecasting and risk management to ensure predictable funding needs and availability. We strive to maintain the lowest cost of funding available while maintaining stable sources of liquidity. To achieve these objectives, we utilize a simple funding and capital structure consisting primarily of deposits and common equity. We remain continually focused on growing our noninterest-bearing and other low-cost core deposits while replacing higher cost funding sources, including wholesale time deposits and other borrowed debt, to fund our balance sheet growth. The following chart shows our overall funding structure as of December 31, ~~2024.~~2025:

Funding structure as of December 31, ~~2024~~2025

In addition, we monitor our liquidity risk by adopting policies to define potential liquidity problems, reviewing and maintaining an updated contingency funding plan, testing our sources of funds availability at least annually and providing a prudent capital structure consistent with our credit standing and plans for strategic growth.

Our interest rate risk management system is overseen by the Risk Committee of our Board of Directors, who has the authority to approve acceptable rate risk levels. Our Board of Directors has established the Asset Liability Management Committee at the management level to ensure appropriate risk measurement by requiring:

•quarterly testing of interest rate risk exposure;

•proactive liquidity and interest rate risk identification and measurement;

•liquidity forecasting under hypothetical stress scenarios;

•stress testing of key interest rate risk modeling assumptions; and

•quarterly risk presentations by senior management

Cybersecurity

For information on the Company's information security and related risks, refer to “Item 1C. Cybersecurity” and “Item A. Risk factors: Technology and operational risks.”

Competition

We conduct our core banking operations primarily in Tennessee, Alabama, ~~North~~ Georgia, Kentucky, and ~~more recently~~ North Carolina, and compete in the commercial banking industry primarily through our wholly-owned banking subsidiary, FirstBank. The banking industry is highly competitive, and we experience competition in our market areas from many other financial institutions. We compete with commercial banks, credit unions, savings institutions, mortgage banking firms, online mortgage lenders, online deposit banks, digital banking platforms, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as super-regional, national and international financial institutions that operate offices in our market areas and elsewhere. In addition, a number of out-of-state financial intermediaries have opened production offices, or otherwise solicit loans and deposits, in our market areas. Increased competition in our markets may result in the Bank experiencing reduced loans and deposits, as well as reduced net interest margin and profitability. Furthermore, our markets have grown increasingly competitive in recent years with a number of banks entering our markets, with a primary focus on the metropolitan markets. We believe this trend will continue as banks look to gain a foothold in these growing markets. This trend will result in greater competition primarily in our metropolitan markets. However, we firmly believe that our market position and client-focused operating model enhance our ability to attract and retain clients.

See “Our markets” in this section above for a further discussion of the markets we compete in and the competitive landscape in these markets.

Human capital

AtWe ~~the Company, we~~ believe that ~~helping~~building ~~people build~~ a better future starts with investing in our associates, who are the driving force behind our success. Our associates ~~not only~~ deliver trusted solutions to our customers, ~~and~~ invest in our communities ~~but~~and ~~also~~ help us achieve superior long-term returns for our shareholders.

As of December 31, ~~2024~~2025, the Company employed 1,~~490~~594 full-time equivalent associates with an average tenure of 6 years and 59 months. Our associates help us achieve our mission, and we continually invest in their development and well-being.

Our vision

Our vision drives everything we do and informs how we support and empower our associates. It isfocuses ~~rooted~~on in providing a great place to work, offering ~~competitive~~ opportunities for growth, and prioritizing the well-being of our people. Our vision is to:

•Deliver trusted solutions to our customers;

•Provide a great place to work for our associates;

•Invest in our communities; and

•Provide superior long-term returns for our shareholders

We also take pride in living by our core values, which guide our actions and decisions every day. These values reflect our commitment to our associates and our shared success:

•One Team, One Bank

•Do the Right Thing

•Commitment to Excellence

•Exist for the Customer

•Treat People with Respect

•Enjoy Life

Culture and associate engagement

In ~~2024~~2025, we were named one of Middle Tennessee’s Top Workplaces by The Tennessean for the ~~tenth~~eleventh consecutive year, a reflection of our commitment to fostering a positive culture ~~as ranked by our own associates~~.

Additionally, ~~we launched~~ our ~~first~~second annual all-associate engagement survey, ~~which~~ achieved ana ~~impressive 88~~90% ~~overall~~ participation rate., ~~This~~demonstrating ~~survey~~continued ~~offers~~trust ~~valuable~~in ~~insights~~the ~~into~~process and strong engagement across the ~~associate~~organization. ~~experience,~~Insights ~~serving~~from asthe asurvey ~~baseline~~are ~~for~~used ~~future~~to guide initiatives and support our broader listening strategy.

12As part of our commitment to giving back, we offer full-time associates 16 hours of paid time off to volunteer in activities that benefit local organizations. In 2025, our associates invested more than 6,300 hours in the communities where we operate.

~~surveys. It will guide our initiatives and support a broader listening strategy to ensure we continue fostering a positive and engaging workplace.~~14

As part of our commitment to giving back, we offer full-time associates 16 hours of paid time off to volunteer in activities that benefit local organizations. In 2024, our associates dedicated over 9,400 hours to making a positive impact in the areas that we operate.

Talent

Our vision of providing a great place to work is reflected in our efforts to recruit, develop, and retain top talent. In ~~2024~~2025, we continued our Management-to-Leadership Development Series, which helps new and emerging leaders transition into leadership roles. Since its inception, ~~118~~155 associates have successfully graduated from the program, gaining valuable skills and experience. This initiative allows associates to explore career paths, develop leadership abilities, and grow in ways that align with both their personal goals and the Company’s broader objectives.

We also place significant emphasis on succession planning as part of our ongoing effort to build a strong talent pipeline. Our approach focuses on identifying and developing associates throughout the Company who have the potential to grow and take on increased responsibilities in the future. By investing in the development of associates today, we are preparing the organization for tomorrow’s needs, creating a workforce that is well-positioned to drive continued growth and success.

We are committed to fostering an environment where all individuals are respected, valued and supported. We embrace people of all backgrounds and experiences, that ~~supports~~support the unique perspectives and contributions of everyone. We recognize that our strength lies in the richness of these differences, and we actively ~~work~~seek to foster a culture that ~~ensures~~provides ~~everyone~~opportunities ~~has~~for ~~the~~associates ~~opportunity~~ to thrive.

Compensation and benefits

We are committed to attracting and retaining the best talent by offering competitive compensation and benefits. Our goal is to provide associates with the resources they need to succeed both personally and professionally. Along with market-competitive pay, healthcare benefits, equity incentives, and an employee stock purchase plan, we ensure that associates receive comprehensive support for their well-being.

In an environment of rising medical premiums, the Company took proactive steps to mitigate premium increases where possible and contributed on average 7074% of the total medical premium cost. We also continue to offer vision insurance at no cost for all associates.

In addition to our healthcare initiatives, we ~~focused~~supported onassociate ~~mental~~wellbeing ~~health~~through ~~awareness~~programs and ~~financial~~benefits ~~well-being,~~focused ~~offering~~on ~~workshops,~~mental ~~resources,~~ and ~~guidance~~physical ~~to support associates and their families~~health. During Mental Health Awareness ~~Month~~month, we ~~prioritized~~offered ~~supporting~~our ~~associates’~~Stronger ~~mental~~Together ~~well-being~~series, bywhich ~~providing~~included ~~resources~~webinars toand ~~help~~resources ~~manage~~on ~~work-life~~understanding ~~balance~~anxiety, ~~family~~managing ~~responsibilities~~stress, ~~and~~building ~~stress.~~healthier ~~Through~~habits, ~~these~~improving ~~initiatives~~vitality, weincreasing ~~reaffirm~~daily ~~our~~movement, ~~commitment~~and topromoting ~~helping~~nutrition, ~~associates~~physical ~~bring~~activity ~~their~~and ~~best~~sun ~~selves~~safety ~~to work while supporting them in various aspects of their lives~~awareness.

In 2025, we strengthened our support for associates and their families by enhancing a few key benefits programs. These updates reflect what we heard through our ongoing listening efforts and our commitment to meeting the evolving needs of our workforce:

•Introduced paid parental leave to provide additional time and financial support for associates welcoming a new child;

•Expanded bereavement leave to offer greater flexibility during times of loss; and

•Increased 401(k) match to further support long-term financial well-being.

Information technology systems

During the year ended December 31, ~~2024~~2025, we ~~advanced~~continued ~~our~~to ~~data~~invest ~~management~~in technology and ~~process~~infrastructure ~~automation~~to ~~initiatives~~enhance scalability, ~~aimed~~security ~~at enhancing data utilization~~ and ~~streamlining~~operational ~~manual processes~~efficiency. Key ~~efforts~~initiatives included ~~improving~~upgrades ~~customer~~to ~~data~~our ~~management,~~network ~~optimization~~infrastructure ~~of account~~ and ~~officer-level profitability, and~~ the ~~development~~completion of ~~deeper~~enterprise-wide ~~insights~~Windows ~~into~~11 ~~credit~~workstation ~~and deposit trends. Additionally~~upgrades, weimproving ~~strengthened~~system ~~our integration with core banking solutions~~performance, ~~further~~reliability ~~enhancing data governance~~ and ~~accessibility~~user ~~through improvements in management reporting, credit risk data and asset liability management~~productivity.

InWe ~~2024, we~~ also ~~undertook~~completed amajor ~~comprehensive~~enhancements ~~assessment~~to ~~and~~key ~~optimization~~enterprise ofsystems, including our ~~technology~~loan ~~assets.~~origination ~~This~~and ~~included~~BSA/AML ~~upgrading~~platforms. ~~our~~These ~~network~~enhancements ~~infrastructure~~strengthened toregulatory ~~improve~~compliance, ~~network~~improved ~~system~~workflow ~~performance,~~efficiency ~~reliability~~ and ~~connectivity~~enhanced ~~across~~monitoring ~~business~~and ~~operations. We~~reporting ~~also~~capabilities, ~~planned~~supporting ~~enhancements~~more toeffective ~~our~~risk ~~telecommunications~~management ~~infrastructure to further improve communication~~ and ~~collaboration~~customer ~~across the organization~~service.

WeData ~~completed~~management ~~key~~and ~~projects~~data toutilization ~~enhance~~initiatives ~~regulatory~~continued ~~compliance,~~to ~~payment~~progress ~~processing~~during ~~and~~2025, ~~digital~~further ~~capabilities.~~improving ~~Key~~the ~~technology~~quality, ~~upgrades~~accessibility ~~included~~and ~~the~~consistency ~~implementation~~ of ~~AI-based~~enterprise ~~monitoring~~data. ~~tools,~~These ~~network~~efforts ~~infrastructure~~positioned ~~enhancements~~the ~~and~~Company ~~strengthened~~to ~~compliance~~support ~~tracking~~more ~~measures,~~advanced ~~all~~analytics ofuse ~~which~~cases ~~were~~and ~~designed~~enhanced todecision-making, ~~support~~while ~~greater~~reinforcing ~~operational~~data ~~efficiency~~governance and ~~risk~~internal ~~management~~reporting capabilities.

~~Looking forward~~Collectively, wethese ~~plan~~initiatives tohave ~~focus~~positioned onthe ~~maximizing~~Company ~~our~~to ~~existing~~support ~~technology~~continued ~~investments~~growth ~~while~~and ~~supporting~~scaling ~~FirstBank~~of ~~Way,~~operations. By strengthening our ~~strategic~~technology ~~improvement~~foundation ~~plan.~~and ~~These~~maximizing ~~efforts~~the ~~are~~value ~~intended~~of toprior ~~enable~~investments, ~~greater~~we ~~scalability~~remain ~~and~~focused on enabling operational efficiency and supporting our long-term strategic objectives while maintaining our ~~strong~~ community banking focus.

1315

Supervision and regulation

The U.S. financial services and banking industries are highly regulated. The bank regulatory framework, involving the supervision, regulation, and examination of the Bank by bank regulatory agencies, is intended primarily for the protection of consumers, bank depositors and the Deposit Insurance Fund of the FDIC, rather than holders of our capital stock.

The following is a general summary of the material aspects of certain statutes and regulations applicable to the Company and the Bank. Federal and state banking laws and regulations affect virtually all of our operations. These summary descriptions are not complete, and you should refer to the full text of the statutes, regulations, and corresponding guidance for more information. The legal and regulatory regime is continually under review by legislatures, regulators and other governmental bodies, and changes regularly occur through the enactment or amendment of laws and regulations or through shifts in policy, implementation or enforcement. Statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and financial results.

Regulation of the Company and the Bank

The Company is subject to regulation and supervision by multiple regulatory bodies. As a bank holding company, we are subject to ongoing regulation, supervision, and examination by the Federal Reserve under the Bank Holding Company Act of 1956, as amended. The Federal Reserve’s jurisdiction also extends to any company that is directly or indirectly controlled by the bank holding company. FB Financial has elected to be treated as a financial holding company, which allows us to engage in a broader range of activities than would otherwise be permissible for a bank holding company, including activities such as securities underwriting, insurance underwriting, and merchant banking. In addition, as discussed in more detail below, the Bank and any of our other subsidiaries that offer consumer financial products and services are subject to regulation and supervision by the CFPB. The Dodd-Frank Act also permits states to adopt consumer protection laws and regulations that may be more strict than those of the CFPB, and state attorneys general are permitted to enforce certain federal consumer financial protection law.

The Bank is a Tennessee state-chartered bank that is ~~not~~ a member of the Federal Reserve System, and is subject to ongoing regulation, supervision, and examination by the ~~FDIC~~Federal Reserve and the Bank's state banking regulator, the Tennessee Department of Financial Institutions. The TDFI and ~~FDIC~~Federal Reserve supervise and regulate all areas of the Bank’s operations including, without limitation, the making of loans, the issuance of securities, the conduct of the Bank’s corporate affairs, the satisfaction of capital adequacy requirements, the payment of dividends, and the establishment or closing of banking offices. The ~~FDIC~~Federal Reserve is the Bank’s primary federal regulatory agency, which regularly examines the Bank’s operations and financial condition and compliance with federal consumer protection laws. In addition, the Bank’s deposit accounts are insured by the FDIC to the maximum extent permitted by law, and the FDIC has certain enforcement powers over the Bank with respect to insured depository institutions. Various Federal and State consumer laws and regulations apply to the Bank, including state consumer laws and regulations that also affect the operations of the Bank, including state usury laws, consumer credit and equal credit opportunity laws, and fair credit reporting. The Bank and certain of its subsidiaries are also prohibited from engaging in certain tying arrangements in connection with extensions of credit, leases or sales of property, or furnishing products or services.

The Company is also subject to the disclosure and regulatory requirements of the Securities Act and the Exchange Act, both as administered by the SEC. The Company’s common stock is listed on the New York Stock Exchange under the trading symbol “FBK” and, therefore, is subject to the rules of the NYSE for listed companies.

Bank holding company obligations to bank subsidiaries

As a bank holding company, the Company is required to act as a source of financial and managerial strength to its depository institution subsidiaries and to maintain resources adequate to support such subsidiaries. The Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. As a result, we could be required to commit resources to support the Bank in situations where additional investments in a bank may not otherwise be warranted. These situations include guaranteeing the compliance of an “undercapitalized” bank with its obligations under a capital restoration plan. As a result of these obligations, a bank holding company may be required to contribute additional capital to its subsidiaries in the form of capital notes or other instruments that qualify as capital under regulatory rules. Any such loan from a holding company to a subsidiary bank is likely to be unsecured and subordinated to the bank's depositors and perhaps to other creditors of the bank. If we were to enter bankruptcy or become subject to the orderly liquidation process established by the Dodd-Frank Act, any commitment by us to a federal bank regulatory agency to maintain the capital of the Bank would be assumed by the bankruptcy trustee or the FDIC, as appropriate, and entitled to a priority of payment.

1416

Acquisitions

The Company is required by the BHCA to obtain the prior approval of the Federal Reserve to acquire substantially all the assets of a bank or to acquire direct or indirect ownership or control of more than 5% of any class of the voting shares of any bank, bank holding company, savings and loan holding company or savings association, or to increase any such non-majority ownership or control of any bank, bank holding company, savings and loan holding company or savings association, or to merge or consolidate with any bank holding company. If the Company is “well capitalized” and “well managed,” as defined under the BHCA and implementing regulations, we may purchase a bank located outside of Tennessee. However, restrictions may be placed on the acquisition of a bank that has only been in existence for a limited amount of time or will result in concentrations of deposits exceeding limits specified by statute. For example, Tennessee law currently prohibits a bank holding company from acquiring control of a Tennessee-based financial institution until the target financial institution has been in operation for at least three years.

Change of control

Federal law restricts the amount of voting stock of a bank holding company or a bank that a person may acquire without the prior approval of banking regulators. Under the Change in Bank Control Act and the regulations thereunder, an individual, company, or group must give advance notice to the Federal Reserve before acquiring control of any bank holding company, such as the Company, or before acquiring control of any FDIC-insured bank, such as the Bank. Acquisition of 25% or more of any class of voting securities constitutes control, and it is generally presumed for purposes of the CIBCA that the acquisition of 10% or more of any class of voting securities would constitute the acquisition of control. Also, under the CIBCA, the shareholdings of individuals and companies that are deemed to be “acting in concert”, whether or not pursuant to an express agreement, would be aggregated for purposes of determining whether such holders “control” a bank or bank holding company. Once notified, the Federal Reserve may approve or disapprove the acquisition. These and other laws make it more difficult to acquire the Company or the Bank than it might be to acquire control of another type of corporation.

Capital requirements

The Company and the Bank are required under federal law to maintain specified minimum levels of capital based on ratios of capital to total assets and to risk-weighted assets. The following minimum capital requirements are applicable to the Company and the Bank:

•a common equity Tier 1 risk-based capital ratio of 4.5%;

•a Tier 1 risk-based capital ratio of 6%;

•a total risk-based capital ratio of 8%; and

•a leverage ratio of 4%~~; and~~.

•a supplementary leverage ratio of 3%, resulting in a leverage ratio requirement of 7%

Banking regulators may determine, based on factors such as size, complexity, or level of risk that a covered banking organization must maintain capital levels above the minimum requirements.

Tier 1 ~~Capital~~capital is defined to include two components: common equity Tier 1 ~~Capital~~capital and additional Tier 1 ~~Capital~~capital. The highest form of capital, ~~Common~~common ~~Equity~~equity Tier 1 ~~Capital~~capital, consists solely of common stock plus related surplus, retained earnings, accumulated other comprehensive income, and minority interests in the equity accounts of consolidated subsidiaries. In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a capital conservation buffer on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 ~~Common~~common ~~Equity~~equity, but the buffer applies to all three risk-based measurements (CET1 ~~Capital~~capital, Tier 1 ~~Capital~~capital and total capital). The capital conservation buffer consists of an additional amount of common equity equal to 2.5% of risk-weighted assets.

The U.S. Basel III Capital Rules also make important changes to the “prompt corrective action” framework. Federal law and regulations establish a capital-based regulatory scheme designed to promote early intervention for troubled banks and require the FDIC to choose the least expensive resolution of bank failures. The capital-based regulatory framework contains five categories of regulatory capital requirements, including “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” A well-capitalized insured depository institution is one (i) having a total risk-based capital ratio of 10% or greater, (ii) having a Tier 1 ~~risk-based~~ capital ratio of 8% or greater, (iii) having a CET1 capital ratio of 6.5% or greater, (iv) having a leverage capital ratio of 5% or greater and (v) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure. An institution that fails to remain well-capitalized becomes subject to a series of restrictions that increase in severity as its capital condition weakens. Such restrictions may include a prohibition on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of applications.

1517

As of December 31, ~~2024~~2025, the Bank had sufficient capital to qualify as “well capitalized” under the requirements contained in the applicable regulations, policies and directives pertaining to capital adequacy, and it is unaware of any material violation or alleged material violation of these regulations, policies or directives. Rapid growth, poor loan portfolio performance, or poor earnings performance, or a combination of these factors, could change the Bank’s capital position in a relatively short period of time, making additional capital infusions necessary.

Restrictions on dividends

The ability of the Company or the Bank to pay dividends, repurchase stock and make other capital distributions is limited by regulatory capital rules and other aspects of the regulatory framework. The Federal Reserve's policy regarding dividends is that a bank holding company should not declare or pay a cash dividend that would impose undue pressure on the capital of any bank subsidiary or would be funded only through borrowing or other arrangements that might adversely affect a bank holding company's financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce the bank holding company's dividends if:

•its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;

•its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or

•it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

Should an insured depository institution controlled by a bank holding company be “significantly undercapitalized” under the applicable federal bank capital ratios, or if the bank subsidiary is “undercapitalized” and has failed to submit an acceptable capital restoration plan or has materially failed to implement such a plan, federal banking regulators ~~(in the case of the Bank, the FDIC)~~ may choose to require prior Federal Reserve approval for any capital distribution by the bank holding company.

Under Tennessee law, we are not permitted to pay cash dividends if, after giving effect to such payment, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving. In deciding whether or not to declare a dividend of any particular size, our Board of Directors must consider our current and prospective capital, liquidity, and other needs.

Additionally, Tennessee law places restrictions on the declaration of dividends by state-chartered banks to their shareholders, including, but not limited to, that the board of directors of a Tennessee-chartered bank may only make a dividend from the surplus profits arising from the business of the bank, and may not declare dividends in any calendar year that exceeds the total of its retained net income of that year combined with its retained net income of the preceding two (2) years without the prior approval of the TDFI commissioner. Furthermore, the ~~FDIC~~Federal Reserve and the TDFI also have authority to prohibit the payment of dividends by a Tennessee bank when it determines such payment to be an unsafe and unsound banking practice.

Transactions with affiliates and insiders

The Bank is subject to regulations of the Federal Reserve Act, or FRA, and the Federal Reserve’s Regulation W, as made applicable to state ~~nonmember~~member banks by the FDIA. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the Bank, and, in our case, includes, among others, the Company ~~as well as our former Chairman, James W~~. ~~Ayers and the companies he controls.~~ Accordingly, transactions between the Bank and the Company or ~~Mr.~~other ~~Ayers or any of his~~ affiliates, will be subject to a number of restrictions, including restrictions relating to extensions of credit, contracts, leases and purchases or sale of assets. Such restrictions and limitations prevent the Company or other affiliates from borrowing from the Bank unless the loans are secured by specified collateral of designated amounts. Furthermore, such secured loans by the Bank to the Company or other affiliates are limited, individually, to 10% of the Bank’s capital and surplus, and such secured loans are limited in the aggregate to 20% of the Bank’s capital and surplus.

All such transactions must be on terms that are no less favorable to the Bank than those that would be available from nonaffiliated third-parties. Federal Reserve policies also forbid the payment by bank subsidiaries of management fees which are unreasonable in amount or exceed the fair market value of the services rendered or, if no market exists, actual costs plus a reasonable profit.

Loans to executive officers, directors or to any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls or has the power to vote more than 10% of any class of voting securities of a bank, which the Bank refers to as “10% Shareholders,” as well as other similar groups as defined by the FRA and corresponding 18

16Loans to executive officers, directors or to any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls or has the power to vote more than 10% of any class of voting securities of a bank, which the Bank refers to as “10% Shareholders,” as well as other similar groups as defined by the FRA and corresponding regulations, which are commonly referred to as Regulation O, are subject to regulatory requirements. Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire board of directors. Regulation O prohibits loans to any of those individuals where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s unimpaired capital and unimpaired surplus. Regulations also identify limited circumstances in which the Bank is permitted to extend credit to executive officers.

regulations, which are commonly referred to as Regulation O, are subject to regulatory requirements. Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire board of directors. Regulation O prohibits loans to any of those individuals where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s unimpaired capital and unimpaired surplus. Regulations also identify limited circumstances in which the Bank is permitted to extend credit to executive officers.

FDIC Insurance

The Bank’s deposits are insured by the Deposit Insurance Fund of the FDIC up to applicable legal limits. The FDIC charges deposit insurance assessments to FDIC-insured institutions, including the Bank, to fund and support the DIF. The rate of these deposit insurance assessments is based on, among other things, the risk characteristics of the Bank. The FDIC has the power to terminate the Bank’s deposit insurance if it determines the Bank is engaging in unsafe or unsound practices. Federal banking laws provide for the appointment of the FDIC as receiver in the event the Bank were to fail, such as in connection with undercapitalization, insolvency, unsafe or unsound conditions or other financial distress. In a receivership, the claims of the Bank’s depositors (and those of the FDIC as subrogee of the Bank) would have priority over other general unsecured claims against the Bank.

The FDIC imposes a risk-based deposit premium assessment system, which was amended pursuant to the Federal Deposit Insurance Reform Act of 2005. Under this system, the amount of FDIC assessments paid by an individual insured depository institution, like the Bank, is based on the level of perceived risk incurred in its activities. The Bank's deposit accounts are currently insured by the DIF, generally up to a maximum of $250,000 per separately insured depositor. The Bank pays deposit insurance assessments to the FDIC to be insured by the DIF. Under the current assessment system, the FDIC assigns an institution to a risk category based on the institution's most recent supervisory and capital evaluations, which are designed to measure risk. Under the FDIA, the FDIC may terminate a bank's deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, agreement or condition imposed by the FDIC. Under the Dodd-Frank Act, the FDIC has adopted regulations that base deposit insurance assessments on total assets less capital rather than deposit liabilities and include off-balance sheet liabilities of institutions and their affiliates in risk-based assessments. After an institution's average assets exceed $10 billion over four quarters, the assessment rate increases compared to institutions at lower average asset levels. In addition, for large institutions, the FDIC uses a performance score and a loss-severity score that are used to calculate an initial assessment rate. In calculating these scores, the FDIC uses a bank's capital level and supervisory ratings and certain financial measures to assess an institution's ability to withstand asset-related stress and funding-related stress. The FDIC has the ability to make discretionary adjustments to the total score based upon significant risk factors that are not adequately captured in the calculations.

In ~~October~~furtherance ~~2022~~of statutory reserve‑ratio objectives, the FDIC ~~adopted~~increased abase ~~final~~deposit ~~rule,~~insurance ~~applicable~~assessment torates ~~all~~beginning ~~insured~~in ~~depository institutions~~2023, toand ~~increase~~those ~~base~~higher ~~deposit insurance assessment~~ rate schedules ~~uniformly~~remain byin 2effect ~~basis~~until ~~points~~the ~~beginning~~FDIC indetermines ~~the~~that ~~first~~applicable ~~quarterly~~reserve‑ratio ~~assessment~~targets ~~period~~have ofbeen ~~2023~~achieved. The FDIC has ~~indicated~~established ~~that~~a ~~the~~long‑term ~~new~~reserve‑ratio ~~assessment~~goal ~~rate~~of ~~schedules~~2.0% ~~will~~for ~~remain~~the inDIF ~~effect~~and ~~until~~is required to maintain the DIF at or above the statutory minimum reserve ratio ~~meets~~of or1.35% ~~exceeds~~pursuant 2%to an adopted restoration plan.

InFollowing ~~November 2023,~~ the ~~FDIC~~failures ~~issued~~of acertain ~~final~~large ~~rule~~banks toin ~~implement~~March a2023 ~~special~~and ~~assessment~~the toFDIC’s ~~recover~~use ~~losses~~of to the ~~DIF~~systemic ~~incurred~~risk asexception ato ~~result~~protect ofuninsured depositors, the ~~March~~FDIC ~~2023~~adopted ~~bank~~a ~~failures~~special ~~and~~assessment ~~the~~to ~~FDIC's~~recover ~~use~~losses ofto the ~~systemic~~DIF ~~risk~~attributable ~~exception~~ to ~~cover~~those ~~certain deposits that were otherwise uninsured~~actions. The special assessment ~~was~~is generally based on estimated uninsured deposits as of December 31, 2022, ~~excluding~~subject ~~the~~to ~~first~~certain ~~$5.0 billion~~exclusions, and ~~will~~has bebeen ~~assessed~~collected ~~at a quarterly rate of 3.36 basis points,~~ over ~~eight~~multiple quarterly ~~assessment~~ periods~~, beginning in the first quarter of 2024~~. In ~~June~~late ~~2024~~2025, ~~due to~~ the ~~increased~~FDIC ~~estimate~~modified ~~of losses,~~ the ~~FDIC~~final ~~announced~~phase ~~that~~of ~~it projects that~~ the special assessment ~~will~~to bereduce ~~collected for an additional two quarters beyond~~ the ~~initial~~quarterly ~~eight-quarter collection period, at a lower~~ rate. ~~This~~and ~~updated~~to ~~assessment~~provide ~~was~~for ~~made~~potential ~~under~~offsets ~~the~~or ~~FDIC’s~~additional ~~final~~adjustments ~~rule~~depending ~~whereby~~on the ~~estimated~~ultimate ~~loss~~resolution ~~pursuant~~of toreceivership‑related ~~the~~recoveries ~~systemic~~and ~~risk determination can be periodically adjusted~~litigation. The FDIC ~~has~~retains ~~also~~authority ~~retained the ability~~ to ~~cease~~adjust, ~~collection~~extend, ~~early~~terminate, ~~extend~~or ~~the~~impose ~~special~~a ~~assessment~~final ~~collection~~shortfall ~~period~~assessment ~~and~~if ~~impose~~necessary ato ~~final~~fully ~~shortfall~~recover ~~special~~covered ~~assessment~~losses. ~~The~~Special ~~special~~ assessments are generally tax deductible. The ~~extent~~total toimpact ~~which~~of ~~any~~current ~~such~~or ~~additional~~ future special assessments ~~will~~on ~~impact~~the ~~our~~Bank’s ~~future~~ deposit insurance expense iscannot ~~currently~~be ~~uncertain~~predicted with certainty.

Under Tennessee law, the TDFI has authority to determine the type, amount, and other characteristics of deposit insurance required to be maintained by state‑chartered banks, including consideration of safety‑and‑soundness factors and public confidence in the banking system. While Tennessee currently requires state‑chartered banks to maintain FDIC insurance, future regulatory actions or changes in state or federal law could affect deposit insurance requirements or related compliance obligations.

Any increase in deposit insurance assessments, changes in assessment methodologies, additional special assessments, or modifications to federal or state deposit insurance requirements could increase the Bank’s noninterest expense and adversely affect its results of operations, capital levels, or financial condition.

Compensation and risk management

Under regulatory guidance applicable to banking organizations, incentive compensation policies must be consistent with safety and soundness principles. Under this guidance, financial institutions must review their compensation programs to ensure that they: (i) provide employees with incentives that appropriately balance risk and reward and that do not encourage imprudent risk, (ii) are compatible with effective controls and risk management, and (iii) are supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation.

encourage imprudent risk, (ii) are compatible with effective controls and risk management, and (iii) are supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation.

We are also subject to other rules regarding our compensation practices, including the “say-on-pay” and say-on-golden-parachute” requirements of the Dodd-Frank Act and the requirement to have an independent compensation committee, and the requirement to adopt policies mandating the clawback of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement. The Company’s current clawback policy is included in “Part IV- Item 15. Exhibits and Financial Statement Schedules- Exhibit 97” of this Report.

Community Reinvestment Act

The CRA and its corresponding regulations are intended to encourage banks to help meet the credit needs of their service areas, including low and moderate-income neighborhoods, consistent with safe and sound operations. These regulations provide for regulatory assessment of a bank’s record in meeting the credit needs of its service area. Federal banking agencies are required to make public a rating of a bank’s performance under the CRA. The federal banking agencies consider a bank’s CRA rating when a bank submits an application to establish banking centers, merge, or acquire the assets and assume the liabilities of another bank. In the case of a bank holding company, the CRA performance record of all banks involved in the merger or acquisition are reviewed in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other financial holding company. An unsatisfactory record can substantially delay, block or impose conditions on the transaction. The Bank received a satisfactory rating on its most recent CRA assessment.

In October 2023, the federal banking regulators issued a joint final rule to substantially revise how an insured depository institution's CRA performance is evaluated. ~~The~~On ~~final~~July ~~rule is intended~~18, ~~among~~2025 ~~other things, to adapt to changes in~~ the ~~banking~~federal ~~industry, including the expanded role of mobile and online~~ banking, ~~and~~regulators toissued ~~tailor~~a ~~performance~~joint ~~standards~~proposal to ~~account~~rescind ~~for differences in bank size and business models. The final rule introduces new tests under which~~ the ~~performance~~2023 ~~of banks with over $2 billion in assets will be assessed. The new~~ rule ~~also includes data collection~~ and ~~reporting~~reimplement ~~requirements,~~the ~~some~~prior ofCRA ~~which~~regulations ~~are~~adopted ~~applicable only to banks with over $10 billion~~ in ~~assets~~1995, ~~such as FirstBank. Most provisions of~~ the ~~final~~ rule ~~will~~has ~~become~~not ~~effective~~been onfinalized ~~January~~at 1,this ~~2026, and the data reporting requirements will become effective on January 1, 2027~~time. ~~The final rule is currently enjoined while a federal court considers a challenge to the rule.~~

Anti-money laundering and economic sanctions

Federal anti-money laundering rules impose various requirements on financial institutions intended to prevent the use of the U.S. financial system to fund terrorist activities. These provisions include a requirement that financial institutions operating in the United States have anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such compliance programs supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations. The Bank has established policies and procedures to ensure compliance with federal anti-money laundering laws and regulations.

Privacy and data security

The Bank is subject to regulations implementing the privacy protection provisions of GLBA. These regulations require the Bank to disclose its privacy policy, including identifying with whom it shares “nonpublic personal information,” to customers at the time of establishing the customer relationship and annually thereafter. The regulations also require the Bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices. In addition, to the extent its sharing of such information is not covered by an exception, the Bank is required to provide its customers with the ability to “opt-out” of having the Bank share their nonpublic personal information with unaffiliated third-parties.

The Bank is subject to regulatory guidelines establishing standards for safeguarding customer information. The guidelines describe the federal bank regulatory agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third- parties in the provision of financial services.

The federal bank regulatory agencies place reporting requirements on banks and banking service providers that experience cybersecurity incidents. Under this rule, banks must report these incidents within 36 hours to their primary federal regulator. In addition, banks are required to inform customers of any computer security incidents lasting more than four hours.

Consumer laws and regulations

We are subject to a broad array of federal and state laws designed to protect consumers in connection with our lending activities, including the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, and, in some cases, their respective state law counterparts. The CFPB has broad regulatory, supervisory and enforcement authority over our offering and provision of consumer financial products and services under these laws.

We have established numerous controls and procedures designed to ensure that we fully comply with lending and other consumer protection laws, both federal and state, as they are currently interpreted (which interpretations are subject to change by the CFPB). In addition, our employees undergo at least annual training to ensure that they remain aware of consumer protection laws and the activities mandated, or prohibited, thereunder.

Mortgage regulation

In addition to the consumer laws and regulations above, the Dodd-Frank Act also imposes specific duties on mortgage lenders, including a duty to determine the borrower's ability to repay the loan, and imposed a requirement on mortgage securitizers to retain a minimum level of economic interest in securitized pools of certain mortgage types.

Interchange fees

The Dodd-Frank Act also included provisions (known as the “Durbin Amendment”), which restrict interchange fees to those which are “reasonable and proportionate” for certain debit card issuers and limits the ability of networks and issuers to restrict debit card transaction routing. In the final rules, interchange fees for debit card transactions were capped at $0.21 plus five basis points (plus $0.01 for fraud loss) in order to be eligible for a safe harbor such that the fee is conclusively determined to be reasonable and proportionate. These restrictions are implemented by the Federal Reserve through Regulation II and generally apply to debit card issuers with consolidated assets of $10 billion or more, while smaller issuers are exempt from the interchange fee cap.

The Durbin Amendment also requires that debit card transactions be enabled for routing over at least two unaffiliated payment card networks, including for certain card‑not‑present transactions, which may limit network exclusivity arrangements and affect transaction processing costs and revenue. Ongoing regulatory proposals, supervisory guidance, or litigation related to Regulation II could further modify interchange fee standards or routing requirements, which could adversely affect noninterest income derived from debit card transactions.

Regulatory enforcement authority

Federal and state banking laws grant substantial enforcement powers to federal and state regulators. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue consent or removal orders and to initiate injunctive actions against banking organizations and “institution-affiliated parties,” such as management, employees and agents. In general, these enforcement actions may be initiated for violations of laws, regulations and orders of regulatory authorities, or unsafe or unsound practices. Other actions or inactions, including filing false, misleading or untimely reports with regulatory authorities, may provide the basis for enforcement action. When issued by a banking regulator, consent and similar orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A bank may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions determined to be appropriate by the ordering regulatory agency. Regulatory enforcement actions, even if resolved without material penalties, may result in increased compliance costs, operational restrictions, reputational harm, or limitations on strategic initiatives, any of which could adversely affect our business, financial condition, or results of operations.

Future legislative developments

Various legislative acts are from time to time introduced in Congress and the Tennessee legislature. This legislation may change banking statutes and the environment in which we operate in substantial and unpredictable ways. We cannot determine the ultimate effect that potential legislation, if enacted, or implementing regulations and interpretations with respect thereto, would have on our financial condition or results of operations.

The ~~new~~regulatory environment for the financial services industry continues to evolve. The current presidential administration and ~~many~~ members of Congress have ~~advocated~~expressed ~~for~~interest ~~changes~~ in reviewing aspects of existing financial services regulation, ~~potentially~~ including ~~amendments~~elements toof the Dodd-‑Frank Act and other federal banking laws, ~~and~~as ~~structural~~well ~~changes~~as to the ~~CFPB.~~structure ~~It is possible, though uncertain, that Congress~~ and~~/or~~ ~~the~~activities ~~relevant federal agencies may seek to roll back or modify some or much~~ of ~~the~~certain ~~rulemaking and~~ regulatory ~~guidance~~agencies, ~~issued~~including ~~under~~ the ~~previous presidential administration~~CFPB. ~~Additionally~~In addition, ~~the~~changes ~~full~~in ~~impact of the~~ leadership ~~changes~~ at federal banking ~~regulatory~~ agencies onmay ~~the~~influence ~~enforcement~~regulatory ~~and~~focus, supervisory ~~priorities~~practices, ofand ~~each~~enforcement ~~agency is not fully known at this time~~approaches. ItThese isdevelopments ~~therefore~~are ~~unclear~~part atof the ~~present~~ongoing ~~time~~regulatory ~~what~~framework ~~effect~~within ~~the~~which ~~aforementioned changes will have on~~ the ~~banking industry as a whole or the~~ Company ~~specifically~~operates.

Available Information

Our website address is www.firstbankonline.com. We file or furnish to the Securities Exchange and Commission Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and Annual Reports to shareholders, and from time to time, amendments to these documents and other documents called for by the SEC. The reports and other documents filed with or furnished to the SEC are available to investors on or through our website at https://investors.firstbankonline.com under the heading “Stock & Filings” and then under “SEC Filings.” These reports are available on our website free of charge as soon as reasonably practicable after we electronically file them with the SEC.

In addition to our website, the SEC maintains an internet site that contains our reports, proxy and information statements and other information we file electronically with the SEC at https://www.sec.gov.

ITEM 1A - Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including, but not limited to, the material risks described below. Many of these risks are beyond our control although efforts are made to manage and mitigate those risks while simultaneously optimizing operational and financial results. The occurrence of any of the following risks, as well as risks of which we are currently unaware or currently deem immaterial, could materially and adversely affect our assets, business, cash flows, condition (financial or otherwise), liquidity, prospects, results of operations and the trading price of our common stock. It is impossible to predict or identify all such factors and, as a result, you should not consider the following factors to be a complete discussion of the risks, uncertainties and assumptions that could materially and adversely affect our assets, business, cash flows, condition (financial or otherwise), liquidity, prospects, results of operations and the trading price of our common stock.

In addition, certain statements in the following risk factors constitute forward-looking statements. Please refer to the section entitled “Cautionary note regarding forward-looking statements” included in this Annual Report.

CREDIT AND LOAN RISK

The majority of our assets are loans, which if not repaid would result in losses to the Bank.

Making any loan involves various risks, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and cash flows available to service debt, and risks resulting from changes in economic and market conditions. Our credit risk approval and monitoring procedures may fail to identify or reduce these credit risks, and they cannot completely eliminate all credit risks related to our loan portfolio. If the overall economic climate, including employment rates, real estate markets, interest rates and general economic growth, in the United States, generally, or our markets, specifically, experiences material disruption, our borrowers may experience difficulties in repaying their loans, the collateral we hold may decrease in value or become illiquid, and the levels of nonperforming loans, charge-offs and delinquencies could rise and require additional provisions for loan losses, which would cause our net income and return on equity to decrease.

We maintain an allowance for credit losses, which is a reserve established through a provision for credit losses charged to expense, which 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 considering macroeconomic forecasts. In addition, we record a reserve for unfunded commitments, considering the same items included in the allowance for credit losses with the addition of expected funding. Management’s determination of the appropriateness of the allowance and reserve for unfunded commitments is based on periodic evaluation of the loan portfolio, lending-related commitments and other relevant factors, including macroeconomic forecasts and historical loss rates. Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for credit losses and/or the reserve for unfunded commitments. The model is sensitive to changes in macroeconomic forecasts and incorporates management judgment. If we are required to materially increase our level of allowance for credit losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

The application of the purchase method of accounting in our acquisitions (and any future acquisitions) also will affect our allowance for credit losses. We are required to determine whether purchased loans held for investment have experienced more-than-insignificant deterioration in credit quality since origination. Loans that have experienced this level of deterioration in credit quality are subject to special accounting at initial recognition. We initially measure the amortized cost of a purchase credit deteriorated loan by adding the acquisition date estimate of expected credit losses to the loan's purchase price (i.e. the “gross up” approach). If we have underestimated credit losses at recognition, we will incur 22

20require an increase in the allowance for credit losses and/or the reserve for unfunded commitments. The model is sensitive to changes in macroeconomic forecasts and incorporates management judgment. If we are required to materially increase our level of allowance for credit losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

In addition, bank regulators periodically review our allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management. Furthermore, if charge-offs in future periods exceed the allowance for credit losses, we will need additional provisions to increase the allowance for credit losses. Any increases in the allowance for credit losses will result in a decrease in net income and capital and may have a material adverse effect on our business, financial condition and results of operations.

Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses.

As of December 31, ~~2024~~2025, approximately 77% of our loan portfolio was comprised of loans with real estate as a primary or secondary component of collateral. This includes collateral consisting of income producing and residential construction properties, which properties tend to be more sensitive to general economic conditions and downturns in real estate markets. As a result, adverse developments affecting real estate values in our market areas could increase the credit risk associated with our real estate loan portfolio. Adverse changes affecting real estate values and the liquidity of real estate in one or more of our markets could increase the credit risk associated with our loan portfolio and could result in losses that would adversely affect credit quality and our financial condition or results of operations. These adverse changes could significantly impair the value of property pledged as collateral to secure the loans and affect our ability to sell the collateral upon foreclosure without a loss or additional losses. If real estate values decline, it is also more likely that we would be required to increase our allowance for credit losses. Thus, declines in the value of real estate collateral could adversely affect our financial condition, results of operations or cash flows.

Weakness in residential real estate market prices, weakness in demand, or increases in building costs could result in a volatile environment including price reductions in home and land values adversely affecting the value of collateral securing some of the construction and development loans that we hold. Should we experience the return of adverse economic and real estate market conditions similar to those we experienced from 2008 through 2010 we may again experience increases in non-performing loans and other real estate owned, increased losses and expenses from the management and disposition of non-performing assets, increases in provision for credit losses, and increases in operating expenses as a result of the allocation of management time and resources to the collection and work out of loans, all of which would negatively impact our financial condition and results of operations.

We are subject to lending concentration risks.

Our exposure to commercial real estate (both owner-occupied and non-owner occupied), commercial and industrial, and construction loans expose us to greater credit risk than loans secured by other types of collateral because the collateral securing these loans is typically more difficult to liquidate. Additionally, these types of loans also often involve larger loan balances to a single borrower or groups of related borrowers. These higher credit risks are further heightened when the loans are concentrated in a small number of larger borrowers leading to relationship exposure. As of December 31, ~~2024~~2025, the following loan types accounted for the stated percentages of our loan portfolio: commercial real estate (both owner-occupied and non-owner occupied) - 3640%; commercial and industrial - 18%; and construction - 1110%.

Non-owner occupied commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties. These loans also involve greater risk because they generally are not fully amortizing over the loan period, and therefore have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or sell the underlying property in a timely manner. In addition, banking regulators have been giving commercial real estate lending greater scrutiny, and may require banks with higher levels of commercial real estate loans to implement improved underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of commercial real estate lending growth and exposures.

Commercial and industrial loans and owner-occupied commercial real estate loans are typically based on the borrowers’ ability to repay the loans from the cash flow of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. In addition, the assets securing the loans depreciate over time, are difficult to appraise and liquidate, and fluctuate in value based on the success of the business.

Risk of loss on a construction loan depends largely upon whether our initial estimate of the property’s value at completion of construction or development equals or exceeds the cost of the property construction or development (including interest), the availability of permanent take-out financing and the builder’s ability to sell the property. During the construction or development phase, a number of factors can result in delays and cost overruns. If estimates of value are inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed through a permanent loan or by foreclosure on collateral.

construction or development phase, a number of factors can result in delays and cost overruns. If estimates of value are inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed through a permanent loan or by foreclosure on collateral.

Commercial real estate loans, commercial and industrial loans, and construction loans are more susceptible to a risk of loss during a downturn in the business cycle due to the vulnerability of these sectors during a downturn. Our underwriting, review and monitoring cannot eliminate all of the risks related to these loans. We also make both secured and unsecured loans to our commercial customers. Unsecured loans generally involve a higher degree of risk of loss than secured loans because, without collateral, repayment is wholly dependent upon the success of the borrowers’ businesses. Because of this lack of collateral, we are limited in our ability to collect on defaulted unsecured loans. Further, the collateral that secures our secured commercial and industrial loans typically includes inventory, accounts receivable and equipment, which usually have a value that is insufficient to satisfy the loan without a loss if the business does not succeed. Our loan concentration in these sectors and their higher credit risk could lead to increased losses on these loans, which could have a material adverse effect on our financial condition, results of operations or cash flows.

Our ability to grow our loan portfolio may be hampered.

Our ability to grow our loan portfolio could be limited by, among other reasons, economic conditions, competition in our markets, our ability to hire and train experienced or successful bankers, our ability to generate the deposits needed to grow loan assets, or the drain on liquidity and available deposits that the banking industry has experienced and may continue to experience.

MARKET AND INTEREST RATE RISK

Difficult or volatile market conditions in the national financial markets, the U.S. economy generally, or our markets in particular may adversely affect our lending activity or other businesses, as well as our financial condition.

Our business and financial performance are vulnerable to weak economic conditions in the financial markets and economic conditions generally and specifically in our markets, the principal market in which we conduct business. A deterioration in economic conditions in our primary market areas could result in increased loan delinquencies, foreclosures, and write-downs of asset values, lower demand for our products and services, reduced low cost or noninterest-bearing deposits, and intangible asset impairment. Additionally, difficult market conditions may lead to a deterioration in the value of the collateral for loans made by us, especially real estate, which could reduce our customers' ability to repay outstanding loans and reduce the value of assets associated with our existing loans. Additional issues surrounding weakening economic conditions and volatile markets that could adversely impact us include increased industry regulation and downward pressures on our stock price.

We conduct our banking operations primarily in Tennessee. As of December 31, 2024, approximately 69% of our loans and approximately 72% of our deposits were made to borrowers or received from depositors who live and/or primarily conduct business in Tennessee. Therefore, our success will depend in large part upon the general economic conditions in this area. This geographic concentration imposes risks from lack of geographic diversification, as adverse economic developments in Tennessee (including the Nashville MSA, our largest market), among other things, could affect the volume of loan originations, increase the level of nonperforming assets, increase the rate of foreclosure losses on loans, reduce the value of our loans and loan servicing portfolio, reduce the value of the collateral securing our loans and reduce the amount of our deposits.24

We conduct our banking operations primarily in Tennessee. As of December 31, 2025, approximately 55% of our loans and approximately 62% of our deposits were made to borrowers or received from depositors who live and/or primarily conduct business in Tennessee. Therefore, our success will depend in large part upon the general economic conditions in this area. This geographic concentration imposes risks from lack of geographic diversification, as adverse economic developments in Tennessee (including the Nashville MSA, our largest market), among other things, could affect the volume of loan originations, increase the level of nonperforming assets, increase the rate of foreclosure losses on loans, reduce the value of our loans and loan servicing portfolio, reduce the value of the collateral securing our loans and reduce the amount of our deposits.

Any regional or local economic downturn that affects Tennessee or existing or prospective borrowers, depositors or property values in this area may affect us and our profitability more significantly and more adversely than our competitors whose operations are less geographically concentrated.

Changes in interest rates could adversely affect our results of operations and financial condition.

Our earnings and financial condition are dependent to a large degree upon net interest income, which is the difference, or spread, between interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities may fluctuate. This may cause decreases in our spread and may adversely affect our earnings and financial condition. Interest rates are highly sensitive to many factors including, without limitation: the rate of inflation; economic conditions; federal monetary policies; and stability of domestic and foreign markets.

Although we have implemented ~~procedures,~~strategies wewhich ~~believe~~are ~~will~~designed to reduce the potential effects of changes in interest rates on our net interest income, these ~~procedures~~strategies may not always be successful. Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest income and our net interest margin, asset quality, loan and lease origination volume, liquidity or overall profitability. Additionally, changes in interest rates can adversely affect the origination of mortgage loans held for sale and resulting mortgage banking revenues.

lease origination volume, liquidity or overall profitability. Additionally, changes in interest rates can adversely affect the origination of mortgage loans held for sale and resulting mortgage banking revenues.

The performance of our investment securities portfolio is subject to fluctuation due to changes in interest rates and market conditions, including credit deterioration of the issuers of individual securities.

Changes in interest rates may negatively affect both the returns on and fair value of our investment securities. Interest rate volatility can reduce unrealized gains or increase unrealized losses in our portfolio. Interest rates are highly sensitive to many factors including monetary policies, domestic and international economic and political issues, and other factors beyond our control. Additionally, actual investment income and cash flows from investment securities that carry prepayment risk, such as mortgage-backed securities and callable securities, may materially differ from those anticipated at the time of investment or subsequently as a result of changes in interest rates and market conditions. These occurrences could materially and adversely affect our net interest income or our results of operations.

We may be materially and adversely affected by the creditworthiness and liquidity of other financial institutions.

Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks and other institutional customers. Many of these transactions expose us to credit risk in the event of a default by, or questions or concerns about the creditworthiness of a counterparty or client, or concerns about the financial services industry generally. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to us. Any such losses could have a material adverse effect on us.

Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition, and results of operations.

The ~~new~~current administration has ~~signaled~~imposed, itand ~~will~~continues ~~impose~~to ~~certain~~consider, tariffs ~~against~~and other trade restrictions on imports from certain U.S. trading partners., Onincluding ~~February 1~~Canada, ~~2025~~Mexico, anand ~~Executive~~China. ~~Order~~These ~~was~~actions ~~issued~~have ~~imposing~~led, ~~tariffs~~and atmay ~~various~~continue ~~levels~~to onlead, ~~imports~~to ~~from~~negotiations, ~~Canada~~delays, ~~Mexico~~modifications, ~~and~~or ~~China.~~suspensions ~~The~~of ~~newly~~certain ~~imposed~~ tariffs, ~~have~~as ~~resulted~~well inas ~~immediate~~the ~~threats~~threat or implementation of retaliatory ~~tariffs~~measures ~~against~~by Uaffected countries.S. ~~goods~~The ~~and~~scope, ~~resulted~~timing, inand ~~discussions~~ultimate ~~with~~impact ~~the~~of ~~countries~~these ~~which~~trade ~~have~~actions ~~delayed~~remain ~~many~~uncertain ofand ~~the~~subject ~~U.S.~~to ~~imposed~~change ~~tariffs~~based ~~while~~on ~~discussions~~ongoing ~~with~~political, ~~each~~economic, ~~trading~~and ~~partner~~diplomatic ~~continue~~developments.

The above and other potential tariffs and trade restrictions may cause the prices of our customers' products to increase, which could reduce demand for such products, or reduce our customers' margins, and adversely impact their revenues, financial results, and ability to service debt. This in turn could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, our results of operations and financial condition could be materially and adversely impacted in the future. At this time, it remains unclear what the U.S. government or trading partners will or will not do with respect to additional tariffs that may be imposed or international trade agreements and policies.

Significant changes to the size, structure, powers and operations of the federal government may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition.

The ~~new~~current administration has begun to implement significant changes to the size and scope of the federal government to achieve stated goals including reducing the federal budget deficit and national debt, improving the efficiency of government operations, and promoting innovation and economic growth. To date, these efforts have been carried out through a mix of executive actions aimed at eliminating or modifying federal agency and federal program funding, reducing the size of the federal workforce, reducing or altering the scope of activities conducted by, and possibly eliminating, various federal agencies and bureaus, and encouraging the use of artificial intelligence and other advanced technologies within the public and private sectors. If implemented, these changes may have varied effects on the economy that are difficult to predict. For instance, the delivery of government services and the distribution of federal program funds and benefits may be disrupted or, in some cases, eliminated as a result of funding cuts or recasting of federal agency mandates. Further, a substantial reduction of the federal workforce could adversely affect regional and local economies, both directly and indirectly, in geographies with significant concentrations of federal employees and contractors. It is possible that the velocity of such comprehensive changes to the federal government may be materially adverse to the regional and local economies where we conduct business and to our customers, which, in turn, could be materially adverse to our business, financial condition and results of operations.

LIQUIDITY RISK

A lack of liquidity could adversely affect our operations and jeopardize our business, financial condition or results of operations.

We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities to ensure that we have adequate liquidity to fund our operations. In addition to our traditional funding sources, we also may borrow funds from third-party lenders or issue equity or debt securities to investors. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our shareholders, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition or results of operations.

23Our liquidity position may be adversely affected by changes in depositor behavior, including increased sensitivity to interest rates, the concentration of larger or uninsured deposits, and the ability of customers to initiate and complete funds transfers rapidly using digital banking platforms and other electronic channels. Our deposit base includes customers whose balances may be more sensitive to market conditions or broader perceptions of banking‑sector stability and whose funds may be withdrawn with little or no advance notice. Negative publicity or stress affecting the banking industry generally, regardless of our financial condition, could result in deposit outflows, increased funding costs, or reduced access to traditional or wholesale funding sources. Although we maintain contingency funding plans and liquidity buffers designed to address potential stress scenarios, these plans are based on assumptions that may not prove accurate in all circumstances, and our liquidity resources may be insufficient in the event of rapid or sustained deposit withdrawals or prolonged market disruption.

sources, we also may borrow funds from third-party lenders or issue equity or debt securities to investors. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our shareholders, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition or results of operations.26

Failure to address the federal debt ceiling in a timely manner, downgrade of the U.S. credit rating, and uncertain credit and financial market conditions may affect the stability of securities issued or guaranteed by the federal government, which may adversely affect the valuation or liquidity of our investment securities portfolio and increase future borrowing costs.

As a result of uncertain political, credit and financial market conditions, including the potential consequences of the federal government defaulting on its obligations for a period of time due to federal debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks. Downgrades to the U.S. credit rating could affect the stability of securities issued or guaranteed by the federal government and the valuation or liquidity of our portfolio of such investment securities, and could result in our counterparties requiring additional collateral for our borrowings. Further, unless and until U.S. political, credit and financial market conditions have been sufficiently resolved or stabilized, it may increase our future borrowing costs.

MORTGAGE BANKING RISK

Our mortgage revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market.

The success of our mortgage segment is dependent upon our ability to originate loans and sell them to investors. Loan production levels are sensitive to changes in the level of interest rates and changes in economic conditions. As the mortgage industry experienced in 2023, mortgage production, especially refinancing activity, declines when interest rates rise. Our mortgage origination volume could be materially and adversely affected by rising interest rates.

Because we sell a substantial portion of the mortgage loans we originate, the profitability of our mortgage banking business also depends in large part on our ability to aggregate a high volume of loans and sell them in the secondary market at a gain. If interest rates rise, we expect increasing industry-wide competitive pressures related to changing market conditions to reduce pricing margins and mortgage revenues generally. If our level of mortgage production declines, our continued profitability will depend upon our ability to further reduce our costs. If we are unable to do so, our continued profitability may be materially and adversely affected.

In ~~2024~~2025, we sold nearly all of the $1.2238 billion of mortgage loans held for sale that we closed. When mortgage loans are sold, whether as whole loans or pursuant to a securitization, we are required to make customary representations and warranties to purchasers, guarantors and insurers about the mortgage loans and the manner in which they were originated. We may be required to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach certain representations or warranties in connection with the sale of such loans. If repurchase and indemnity demands increase, such demands are valid claims and are in excess of our provision for potential losses, our liquidity, results of operations or financial condition may be materially and adversely affected.

The value of our mortgage servicing rights asset is subjective by nature and may be vulnerable to inaccuracies or other events outside our control.

The value of our mortgage servicing rights asset can fluctuate. Particularly, the asset could decrease in value if prepayment speeds, delinquency rates, or the cost to service increases or overall values decrease causing a lack of liquidity of MSRs in the market. Similarly, the value may decrease if interest rates decrease or change in a non-parallel manner or are otherwise volatile, all of which are mostly out of the Bank’s control. We must use estimates, assumptions and judgments when valuing this asset. An inaccurate valuation, or changes to the valuation due to factors outside of our control, could inhibit our ability to realize the full value of this asset. As a result, our balance sheet may not precisely represent the fair market value of this and other financial assets.

Our business model is materially dependent on U.S. government‑sponsored entities and government agencies, and any changes in these entities, their current roles or the leadership at such entities or their regulators could materially and adversely affect our business, financial condition, liquidity and results of operations.

Our ability to generate revenues through mortgage loan sales depends on programs administered by Government-Sponsored Enterprises, such as Fannie Mae and Freddie Mac, government agencies, including Ginnie Mae, and others that facilitate the issuance of mortgage‑backed securities in the secondary market. Presently, a significant portion of the newly originated loans that we originate directly with borrowers qualify under existing standards for inclusion in MBS issued by Fannie Mae or Freddie Mac or guaranteed by Ginnie Mae. A number of legislative proposals have been introduced in recent years that would wind down or phase out the GSEs. It is not possible to predict the scope and nature of the actions that the U.S. government will ultimately take with respect to the GSEs. Any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and their regulators or the U.S. federal government, and any changes in leadership at these entities, could adversely affect our business and prospects. Any discontinuation of, or significant reduction in, the operation of Fannie Mae or Freddie Mac or any significant adverse change in their capital

2427

newly originated loans that we originate directly with borrowers qualify under existing standards for inclusion in MBS issued by Fannie Mae or Freddie Mac or guaranteed by Ginnie Mae. A number of legislative proposals have been introduced in recent years that would wind down or phase out the GSEs. It is not possible to predict the scope and nature of the actions that the U.S. government will ultimately take with respect to the GSEs. Any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and their regulators or the U.S. federal government, and any changes in leadership at these entities, could adversely affect our business and prospects. Any discontinuation of, or significant reduction in, the operation of Fannie Mae or Freddie Mac or any significant adverse change in their capital structure, financial condition, activity levels in the primary or secondary mortgage markets or in underwriting criteria could materially and adversely affect our business, financial condition, liquidity and results of operations.

Elimination of the traditional roles of Fannie Mae and Freddie Mac, or any changes to the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the fees, terms and guidelines that govern our selling and servicing relationships with them, could also materially and adversely affect our ability to sell and securitize loans through our loan production segment, and the performance, liquidity and market value of our investments. Moreover, any changes to the nature of the GSEs or their guarantee obligations could redefine what constitutes an Agency MBS and could have broad adverse implications for the market and our business, financial condition, liquidity and results of operations.

Decreased residential mortgage origination volume and pricing decisions of competitors may adversely affect our profitability.

Our mortgage operation originates, sells and services residential mortgage loans. Changes in interest rates, housing prices, applicable government regulations and pricing decisions by our loan competitors may adversely affect demand for our residential mortgage loan products, the revenue realized on the sale of loans, the revenues received from servicing such loans for others and, ultimately, reduce our net income. New regulations, increased regulatory reviews, and/or changes in the structure of the secondary mortgage markets which we utilize to sell mortgage loans may increase costs and make it more difficult to operate a residential mortgage origination business. Our revenue from the mortgage banking business was $4652.64 million in ~~2024~~2025. This revenue could significantly decline in future periods if interest rates were to rise and the other risks highlighted in this paragraph were realized, which may adversely affect our profitability.

We may incur costs, liabilities, fines and other sanctions if we fail to satisfy our mortgage loan servicing obligations.

We act as servicer for approximately $109.2459 billion of mortgage loans owned by third-parties as of December 31, ~~2024~~2025. As a servicer for those loans, we have certain contractual obligations to third-parties. If we commit a material breach of our obligations as servicer, we may be subject to termination if the breach is not cured within a specified period of time following notice, causing us to lose servicing income. For certain investors and/or transactions, we may be contractually obligated to repurchase a mortgage loan or reimburse the investor for credit losses incurred on the loan as a remedy for origination errors with respect to the loan. If we have increased repurchase obligations because of claims that we did not satisfy our obligations as a servicer, or if we have increased loss severity on such repurchases, we may have a significant reduction to net servicing income within our mortgage banking noninterest income. In addition, we may be subject to fines and other sanctions imposed by federal or state regulators as a result of actual or perceived deficiencies in our foreclosure practices. Any of these actions may harm our reputation or negatively affect our residential lending or servicing business and, as a result, our profitability.

LEGAL, REGULATORY AND COMPLIANCE RISK

We are subject to significant government regulation and supervision.

The Company and the Bank are subject to extensive federal and state regulation and supervision by the ~~FDIC~~Federal Reserve, ~~Tennessee Department of Financial Institution~~TDFI, the ~~Federal Reserve Board~~FDIC, and the CFPB, among others, the primary focus of which is to protect customers, depositors, the deposit insurance fund and the safety and soundness of the banking system as a whole, and not shareholders. The quantity and scope of applicable federal and state regulations may place banks at a competitive disadvantage compared to less regulated competitors such as financial technology companies, finance companies, credit unions, mortgage banking companies and leasing companies. These laws and regulations apply to almost every aspect of our business, and affect our lending practices and procedures, capital structure, investment activities, deposit gathering activities, our services and products, risk management practices, dividend policy and growth, including through acquisitions.

Legislation and regulation with respect to our industry has increased in recent years. In addition, the interpretation, application and supervisory implementation of existing laws and regulations continue to evolve, and regulatory priorities may shift over time. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, or the issuance of new supervisory guidance, could affect us in substantial and unpredictable ways, and could subject us to additional costs, restrict our growth, limit the services and products we may offer or limit the pricing of banking services and products. While federal banking regulators have indicated an increased focus on tailoring supervision and prioritizing matters presenting material financial or legal risk, there can be no assurance that such efforts will reduce regulatory burden or supervisory scrutiny applicable to us. In addition, establishing systems and processes to achieve compliance with laws and regulation increases our costs and could limit our ability to pursue business opportunities.

25If we receive less than satisfactory results on regulatory examinations, we could be subject to damage to our reputation, significant fines and penalties, requirements to increase compliance and risk management activities and related costs and restriction on acquisitions, new locations, new lines of business, or continued growth. Regulatory examination standards,

~~and products. In addition, establishing systems and processes to achieve compliance with laws and regulation increases our costs and could limit our ability to pursue business opportunities.~~28

Ifsupervisory wemethodologies ~~receive~~and ~~less~~enforcement ~~than~~priorities ~~satisfactory~~may ~~results~~change onover ~~regulatory examinations~~time, weincluding ~~could~~in beways ~~subject~~that toincrease ~~damage~~expectations tofor ~~our reputation~~documentation, ~~significant~~data ~~fines and penalties~~governance, ~~requirements~~third‑party ~~to increase compliance and~~ risk management, ~~activities~~ and ~~related~~internal ~~costs and restriction on acquisitions, new locations, new lines of business, or continued growth~~controls. Future changes in federal and state banking could adversely affect our operating results and ability to continue to compete effectively. For example, the Dodd-Frank Act and related regulations, including the Home Mortgage Disclosure Act, subject us to additional restrictions, oversight and reporting obligations, which have significantly increased costs. ~~And~~Certain Dodd‑Frank Act rulemakings and related regulations have been subject to reconsideration, delay, rescission, or legal challenge, creating additional regulatory uncertainty and compliance risk over the last several years, state and federal regulators have focused on enhanced risk management practices, mortgage law and regulation, compliance with the Bank Secrecy Act and anti-money laundering laws, data integrity and security, use of service providers, and fair lending and other consumer protection issues, which has increased our need to build additional processes and infrastructure. Government agencies charged with adopting and interpreting laws, rules and regulations, may do so in an unforeseen manner, including in ways that potentially expand the reach of the laws, rules or regulations more than initially contemplated or currently anticipated. We cannot predict the substance or impact of pending or future legislation or regulation, or the application thereof. Compliance with such current and potential regulation and scrutiny could significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and limit our ability to pursue business opportunities in an efficient manner. Our success depends on our ability to maintain compliance with both existing and new laws and regulations..

Applicable laws and regulations restrict both the ability of the Bank to pay dividends to us and our ability to pay dividends to our shareholders.

The Company and the Bank are subject to various regulatory restrictions relating to the payment of dividends. In addition, the Federal Reserve has the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business. These federal and state laws, regulations and policies are described in greater detail in “Business: Supervision and regulation: Regulation of the Company and the Bank: Restrictions on dividends” and generally consider previous results and net income, capital needs, asset quality, existence of enforcement or remediation proceedings, and overall financial condition in determining whether a dividend payment is appropriate. State banking regulators, including the Tennessee Department of Financial Institutions, also have discretion to impose requirements or limitations affecting capital, liquidity, and dividend capacity. For the foreseeable future, the majority, if not all, of our revenue will be from any dividends paid to us by the Bank. Accordingly, our ability to pay dividends also depends on the ability of the Bank to pay dividends to us. Further, the present and future dividend policy of the Bank is subject to the discretion of the Board of Directors. We cannot guarantee that we or the Bank will be permitted by financial condition or applicable regulatory restrictions to pay dividends, that the Board of Directors will elect to pay dividends to us, or the timing or amount of any dividend actually paid. See “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends.” If we do not pay dividends, market perceptions of our common stock may be adversely affected, which could in turn create downward pressure on our stock price.

As the parent company of the Bank, the Federal Reserve may require us to commit capital resources to support the Bank.

The Federal Reserve requires us to act as a source of strength to the Bank and to commit capital and financial resources to support the Bank. This support may be required at times when we might otherwise determine not to provide it. In addition, if we commit to a federal bank regulator that we will maintain the capital of the Bank, whether in response to the Federal Reserve’s invoking its source-of-strength authority or in response to other regulatory measures, that commitment will be assumed by a bankruptcy trustee and, as a result, the Bank will be entitled to priority payment in respect of that commitment, ahead of our other creditors. Thus, any borrowing that must be done by us in order to support the Bank may adversely impact our cash flow, financial condition, results of operations or prospects.

Our financial condition may be affected negatively by the costs of litigation.

We may be involved from time to time in a variety of litigation, investigations or similar matters arising out of our business. From time to time, and particularly during periods of economic stress, customers may make claims or otherwise take legal action pertaining to performance of our responsibilities. These claims are often referred to as “lender liability” claims. In addition, changes in federal and state consumer protection, fair lending, and anti‑discrimination laws, including state laws governing access to financial services, may increase the risk of litigation, regulatory investigations, or enforcement actions. Whether customer claims and legal action related to the performance of our responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a favorable manner, they may result in significant financial liability and/or adversely affect our market perception, products and services, as well as potentially affecting customer demand for those products and services. In many cases, we may seek reimbursement from our insurance carriers to cover such costs and expenses. These claims, as well as supervisory and enforcement actions by our regulators could involve large monetary claims, capital directives, regulatory agreements and directives and significant defense costs. The outcome of any such cases or actions is uncertain. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously ~~harm our business prospects. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us,~~

2629

harm our business prospects. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition or results of operations.

TECHNOLOGY AND OPERATIONAL RISKS

We rely on third-party vendors to provide services that are integral to the operation of our business.

We depend on a range of third-party service providers that are integral to the operation of our business. These vendors service our mortgage loan business, provide critical core systems' processing services, essential web hosting and other internet systems, and deposit processing services. If these service providers fail to perform servicing duties or perform those duties inadequately, we could experience a temporary interruption in our business, sustain credit losses on our loans and/or incur additional costs to obtain a replacement servicer. There can be no assurance that a replacement servicer could be retained in a timely manner or at a similar cost.

Being able to maintain these relationships on favorable terms is not guaranteed. In addition, some of our data processing services are provided by companies associated with our competitors. The loss of these vendor relationships could disrupt the services we provide to our customers and cause significant expenses to replace these services. Our operations could be significantly disrupted if third-party service providers experienced their own difficulties, or terminate their services. If an interruption were to continue for a significant period, our business' financial condition and operations could be adversely affected, perhaps materially. Assuming we were able to replace third-party service providers, it may be at a higher cost. For example, if we experienced issues with our mortgage servicing provider it could result in a range of critical issues including; servicing rights becoming terminated, repurchasing of mortgage loans, and/or reimbursements to investors.

Additionally, we utilize many vendors that provide services to support our operations, including the storage and processing of sensitive consumer and business customer data. A cyber security breach of a vendor's system may result in theft and/or unavailability of our data or disruption of business processes. We could be liable to our customers for losses arising from a breach of a vendor's data security system. We rely on outsourced service providers to implement and maintain prudent cyber security controls. We have procedures in place to assess a vendor's cyber security controls prior to establishing a contractual relationship and to periodically review assessments of those control systems. However, these procedures are not infallible, and a vendor's system can be breached despite the procedures we employ.

The rise of artificial intelligence and generative AI presents risks to our operations, controls, and compliance.

We make limited use of artificial intelligence technologies, including generative AI, and do not rely on them for core or mission‑critical banking activities such as credit decisions, pricing, transaction approvals, or other essential functions. Our current use of AI is confined to controlled, non‑critical administrative or productivity‑support purposes, such as research assistance, drafting, and data summarization. In addition, AI functionality may be embedded in certain third‑party software and services we use.

Even limited use of AI technologies exposes us to operational, regulatory, cybersecurity, third‑party, and reputational risks. AI‑enabled tools may produce inaccurate, incomplete, biased, or misleading outputs that can be difficult to validate or explain. If AI‑generated information is relied upon without appropriate human oversight, it could result in operational errors, weakened internal controls, customer harm, or regulatory or compliance issues, including fair lending or consumer protection concerns.

AI technologies may also increase cybersecurity, data privacy, intellectual property, and confidentiality risks. AI tools can enable more sophisticated fraud, phishing, impersonation, or other cyber threats, and the processing of sensitive or proprietary information through AI‑enabled systems—particularly those operated by third parties—may increase the risk of unauthorized disclosures, data breaches, or privacy violations.

We are also exposed to risks arising from third‑party vendors that incorporate AI or automated technologies into their products or services, even where we do not directly control such functionality. Vendor failures, misuse, bias, or regulatory noncompliance could disrupt our operations, expose us to supervisory scrutiny, or require us to modify or discontinue certain services, potentially at significant cost.

The legal and regulatory framework governing AI and automated technologies is rapidly evolving. Federal and state banking regulators are increasingly applying existing principles relating to governance, model risk management, fairness, and explainability to AI‑enabled systems, and new laws, regulations, or supervisory expectations could require additional controls, documentation, oversight, or training, increase compliance costs, or limit permissible uses of AI. Regulators have also cautioned against overstating AI capabilities or benefits.

If we are unable to effectively manage these risks or adapt to evolving regulatory and supervisory expectations, our business, financial condition, results of operations, or reputation could be adversely affected.

Our risk management framework may not be effective in mitigating risks and/or losses to us.

Our risk management framework is comprised of various processes, systems, and strategies, that are designed to manage the types of risk to which we are subject, including, among others, credit, price, liquidity, interest rate and compliance risks. Our framework also includes financial or other modeling methodologies that involve management assumptions and judgment. Our risk management framework may not be effective under all circumstances and may not adequately mitigate any risk or loss to us. If our framework is not effective, we could suffer unexpected losses and our business, financial condition, results of operations or prospects could be materially and adversely affected.

System failure or breaches of our network security, including cyber-attacks or data security breaches, could subject us to increased operating costs as well as litigation among other liabilities.

The computer systems and network infrastructure we, and our vendors, use may be vulnerable to physical theft, fire, power loss, telecommunications failure or a similar catastrophic event. Additionally, security breaches, denial of service attacks, viruses, ransomware, and other disruptive problems caused by cyber criminals. Any damage or failure that causes breakdowns or disruptions in our client relationship management, general ledger, deposit, loan and other systems could damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on us.

Compromised computers, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our network infrastructure. A cybersecurity breach of our information systems could lead to fraudulent activity such as identity theft, losses on the part of our banking customers, additional security costs, negative publicity and damage to our reputation and brand. In addition, our customers could be subject to scams that may result in the release of sufficient information concerning themselves or their accounts to allow unauthorized access to their accounts or our systems (e.g., “phishing” and “smishing”). Claims for compensatory or other damages may be brought against us because of a breach of our systems or fraudulent activity. If we are unsuccessful in defending against such resulting claims, we may be forced to pay damages, which could materially and adversely affect our financial condition and results of operations.

Information security risks have generally increased in recent years in part because of the proliferation of new technologies, use of the internet and telecommunications technologies to conduct financial transactions, increase in remote working, and the increased sophistication and activities of organized crime, hackers, nation state supported organizations, terrorists, and other external parties. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target. We may be unable to anticipate these techniques or to implement adequate preventative measures. Further, computer viruses or malware could infiltrate our systems and disrupt our delivery of services making our applications unavailable. Although we utilize several preventative and detective security controls in our network, they may be ineffective in preventing computer viruses or malware that could damage our relationships with our merchant customers, cause a decrease in transactions by individual cardholders, or cause us to be in non-compliance with applicable network rules and regulations. In addition, a significant incident of fraud or an increase in fraud levels generally involving our products could result in reputational damage to us, which could reduce the use of our products and services. Such incidents of fraud could also lead to regulatory intervention, which could increase our compliance costs. Compliance with the various complex laws and regulations is costly and time consuming, and failure to comply could have a material adverse effect on our business. Additionally, increased regulatory requirements on our services may increase our costs, which could materially and adversely affect our business, financial condition and results of operations. Accordingly, account data breaches and related fraudulent activity could have a material adverse effect on our future growth prospects, business, financial condition and results of operations.

service or sabotage systems change frequently and often are not recognized until launched against a target. We may be unable to anticipate these techniques or to implement adequate preventative measures. Further, computer viruses or malware could infiltrate our systems and disrupt our delivery of services making our applications unavailable. Although we utilize several preventative and detective security controls in our network, they may be ineffective in preventing computer viruses or malware that could damage our relationships with our merchant customers, cause a decrease in transactions by individual cardholders, or cause us to be in non-compliance with applicable network rules and regulations. In addition, a significant incident of fraud or an increase in fraud levels generally involving our products could result in reputational damage to us, which could reduce the use of our products and services. Such incidents of fraud could also lead to regulatory intervention, which could increase our compliance costs. Compliance with the various complex laws and regulations is costly and time consuming, and failure to comply could have a material adverse effect on our business. Additionally, increased regulatory requirements on our services may increase our costs, which could materially and adversely affect our business, financial condition and results of operations. Accordingly, account data breaches and related fraudulent activity could have a material adverse effect on our future growth prospects, business, financial condition and results of operations.

Our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks. Although we believe we have robust information security procedures and controls, our encryption software, systems, vendors, and our customers’ devices themselves may become the target of cyber-attacks or information security breaches. Such events could result in the unauthorized release, gathering, monitoring, misuse, unavailability, loss, or destruction of our or our customers’ confidential, proprietary and other information, or otherwise disrupt our or our customers’ business operations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

We are under continuous threat of loss due to organized cyber-attacks involving unauthorized access, computer hackers, computer viruses, malicious code, and other security problems and system disruptions as we continue to expand client capabilities to utilize internet and other remote channels to transact business. We have invested and intend to continue to devote significant resources to the security of our computer systems, but they may still be vulnerable to these threats. A user who circumvents security measures can misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations. The occurrence of any cyber-attack or information security breach could result in significant potential liabilities to customers and other third- parties, reputational damage, the disruption of our operations and regulatory concerns, all of which could materially and adversely affect our business, financial condition or results of operations. The harm to our business could be even greater if such an event occurs during a period of disproportionately heavy demand for our products or services or traffic on our systems or networks.

cyber-attack or information security breach could result in significant potential liabilities to customers and other third- parties, reputational damage, the disruption of our operations and regulatory concerns, all of which could materially and adversely affect our business, financial condition or results of operations. The harm to our business could be even greater if such an event occurs during a period of disproportionately heavy demand for our products or services or traffic on our systems or networks.

The financial services industry is undergoing rapid technological changes and we may not have the resources to implement new technology to stay current with these changes.

In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, upon our ability to address the technological needs of our customers that will satisfy client demands for convenience in addition to providing secure electronic environments. The financial services industry is experiencing rapid and significant technological change, including developments in digital banking platforms, payment systems, data analytics, artificial intelligence, automation, and distributed‑ledger or blockchain‑based technologies. As we continue to grow and expand our market area, part of our growth strategy is to focus on expanding market share and product offerings through partnerships with financial technology companies that will supplement our existing offerings, such as blockchain-based products and/or financial solutions supported by artificial intelligence. These technological advances are intended to allow us to acquire new customers and generate additional core deposits at a lower cost. ~~Many~~However, ofthe ~~our~~development, ~~larger~~implementation, ~~competitors~~integration, ~~have~~and ~~substantially~~oversight ~~greater~~of ~~resources~~new totechnologies ~~invest,~~ and ~~have~~third‑party ~~invested~~solutions ~~significantly~~involve ~~more~~significant ~~than us~~costs, inoperational ~~technological~~complexity, ~~improvements.~~and ~~As a result~~risk, ~~they~~including ~~may~~heightened beregulatory ~~able~~expectations torelated ~~offer additional or more convenient products compared~~ to ~~those~~third‑party ~~that~~risk wemanagement, ~~will~~data ~~be able to provide~~governance, ~~which would put us at a competitive disadvantage. Accordingly~~cybersecurity, wemodel ~~may~~risk ~~not be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers~~management, ~~which could impair our growth~~ and ~~profitability~~consumer protection.

Many of our larger competitors have substantially greater resources to invest, and have invested significantly more than us, in technological improvements. As a result, they may be able to offer additional or more convenient products compared to those that we will be able to provide, which would put us at a competitive disadvantage. Accordingly, we may not be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers, which could impair our growth and profitability.

The nature of technology-driven disruption to our industry is changing, in some cases seeking to displace traditional financial service providers rather than merely enhancing traditional services or their delivery.

Technological innovation has expanded the overall market for banking services while siphoning a portion of the revenues from those services away from banks and disrupting prior methods of delivering those services. Certain recent innovations, however, may tend to replace traditional banks as financial service providers rather than merely augment those services. Similarly, innovations based on blockchain technology eventually may be the foundation for enhancing transactional security and facilitating payments throughout the banking industry, but also ~~eventually~~ may over time reduce the need for banks as secure deposit-keepers and intermediaries. Other innovations, including alternative payment systems, digital wallets, and non‑bank financial platforms, may further reduce the role of banks as intermediaries in certain financial transactions.

28To thrive as our industry continues to change, we may need to embrace technological evolution and innovations and redefine the customs of a traditional bank, while also maintaining our commitment to our community banking approach. As a result, this type of transition creates implementation risk. This transition involves significant execution and implementation risk, including risks related to customer adoption, system reliability, regulatory compliance, cybersecurity, data privacy, and operational resilience.

To thrive as our industry continues to change, we may need to embrace technological evolution and innovations and redefine the customs of a traditional bank, while also maintaining our commitment to our community banking approach. As a result, this type of transition creates implementation risk. In this process, it is and will continue to be critical that we understand and appreciate our clients’ experiences interacting with us and our systems, including those clients who desire traditionally-delivered services provided through our community-banking model, those who seek and embrace the latest innovations, and those who want services to be convenient, personalized, and understandable. Our inability to effectively manage these risks or adapt to ongoing technological change could have a material adverse effect on our business, financial condition, results of operations, and prospects.

We are subject to certain operational risks, including, but not limited to, client or employee fraud.

Employee errors and employee and client misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence. Check fraud perpetrated by others who are not employees or clients could also result in financial losses. We maintain a system of internal controls and insurance coverage to mitigate against these operational risks. If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition, or results of operations.

or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition, or results of operations.

We rely heavily upon information supplied by third-parties, including information contained in credit applications, property appraisals, title information, equipment pricing and valuation and employment and income documentation, in deciding which loans we originate, as well as the terms of those loans. If any such data is misrepresented, either fraudulently or inadvertently, and the misrepresentation is not detected prior to asset funding, the value of the asset may be significantly lower than expected, or we may fund a loan that we would not have funded or on terms we would not have extended.

The impact of widespread health emergencies, catastrophic events, or natural disasters, or severe weather events adversely affect our business, financial condition, liquidity, and results of operations.

A significant portion of our business is in the Southeast and includes areas which are susceptible to weather-related events such as tornadoes, floods, droughts, and fires. Pandemics may impact global, national, and/or local economies, disrupt global supply chains, or create significant volatility and disruption in financial markets. A significant portion of our business is concentrated in geographic areas susceptible to these type of weather events. Such events can disrupt our operations and negatively affect our business and the economies in which we operate. These events may also have a negative impact on the financial condition of our clients, which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients.

In addition, geopolitical matters such as international trade disputes, political unrest, cyber-attacks or campaigns, and slow growth in the global economy, as well as acts of terrorism, war, and other violence could result in disruptions in the financial markets or the markets that we serve. These negative events could have a material adverse effect on our results of operations or financial condition and may affect our ability to access capital.

STRATEGIC AND OTHER BUSINESS RISKS

Our strategy of pursuing acquisitions exposes us to risk.

We intend to pursue a strategy that includes acquisition and consolidation opportunities within our core markets and beyond. The market for any such acquisition targets is highly competitive, which may adversely affect our ability to find acquisition candidates that fit our strategy and our standards. Acquisitions of financial institutions also involve operational risks and uncertainties, such as the time and expense associated with identifying and evaluating potential acquisition targets and negotiating terms or potential transactions, which could result in our attention being diverted from the operation of our existing business. Also, all acquisitions are subject to various regulatory approvals, and if we were unable to obtain such approvals for any reason, it would impair our ability to consummate acquisitions.

We have a shareholder who owns a significant portion of our stock and that shareholder’s interests in our business may be different than our other shareholders.

MrThe Estate of James W. Ayers, the estate of the Company'’s former Chairman, ~~currently~~beneficially owns approximately 2314% of our common stock. ~~Further,~~The ~~Mr.~~shares ~~Ayers~~held ~~has~~by the ~~right~~Estate ~~under~~are ~~the~~voted ~~shareholder's~~and ~~agreement,~~controlled by ~~and between~~ the ~~Company~~Estate’s ~~and Mr~~co‑executors. ~~Ayers~~As ~~and~~a ~~entered~~result ~~into~~of inthis ~~connection~~ownership ~~with~~position, the ~~Company's~~Estate ~~initial~~may ~~public~~be ~~offering,~~able to ~~designate~~influence ~~up to 20% of our directors and at least one member of~~ the ~~nominating~~outcome ~~and corporate governance and compensation committees~~ of ~~our~~matters ~~board~~submitted ~~of directors for so long as permitted under applicable law. So long as Mr. Ayers continues~~ to ~~own~~ a ~~significant~~vote ~~portion~~ of our ~~common stock~~shareholders, heincluding ~~will have~~ the ~~ability to influence the vote in any~~ election of directors and ~~will have~~ the ~~ability to significantly influence a vote regarding a transaction that requires shareholder~~ approval ~~regardless~~ of ~~whether~~significant ~~others~~corporate ~~believe the transaction is in our best interests. In any of these matters~~transactions, ~~the~~even ~~interests~~if ofother ~~Mr.~~shareholders ~~Ayers~~believe ~~may~~such ~~differ~~actions ~~from~~are ornot ~~conflict~~in ~~with~~their ~~the~~best interests ~~of our other shareholders~~.

29The shareholder agreement entered into in connection with the Company’s initial public offering, which previously provided Mr. Ayers with certain director designation and committee rights, terminated in accordance with its terms upon Mr. Ayers’ death, and the Estate does not have any contractual rights to designate directors or committee members.

~~Moreover~~Notwithstanding the absence of such contractual rights, ~~this~~the concentration of ownership of our common stock may cause the interests of the Estate to differ from or conflict with the interests of our other shareholders. In addition, this concentration of ownership may ~~also~~ adversely affect the trading price of our common stock to the extent investors perceive disadvantages in owning stock of a company with a significant shareholder.

We could be required to write down goodwill and other intangible assets.

At December 31, ~~2024~~2025, our goodwill and other identifiable intangible assets were $~~248~~381.36 million. Under current accounting standards, if we determine goodwill or intangible assets are impaired because, for example, the acquired business does not meet projected revenue targets or credit losses are dramatically higher than anticipated, we are required to write down the carrying value of these assets. We conduct a review at least annually to determine whether goodwill is impaired. Our goodwill impairment evaluation indicated no impairment of goodwill for our reporting segments. We cannot provide assurance, however, that we will not be required to take an impairment charge in the future. Any impairment charge would have an adverse effect on our shareholders' equity and financial results and could cause a decline in our stock price.

GENERAL RISKS

We face strong competition from financial services companies and other companies that offer banking services.

We conduct our banking operations primarily in Tennessee, with our largest market being the Nashville MSA, which is a highly competitive banking market. Many of our competitors offer the same, or a wider variety of, banking services within our market areas, and we compete with them for the same customers. These competitors include banks with nationwide operations, regional banks and community banks. In many instances these national and regional banks have greater resources than we do, and the smaller community banks may have stronger ties in local markets than we do, which may put us at a competitive disadvantage. We also face competition from many other types of financial institutions, including thrift institutions, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other internet-based companies offering financial services which enjoy fewer regulatory constraints and some may have lower cost structures. In addition, a number of out-of-state financial institutions have opened offices and solicit deposits in our market areas. Increased competition in our markets may result in reduced loans and deposits, as well as reduced net interest margin and profitability. If we are unable to attract and retain banking customers, we may be unable to continue to grow our loan and deposit portfolios, and our business, financial condition or results of operations may be adversely affected.

Further, a number of larger banks continue to enter the Nashville MSA, and we believe this trend will continue as banks look to gain a foothold in this growing market. This trend will likely result in greater competition in and may impair our ability to grow our share of our largest market.

Holders of our subordinated debentures have rights that are senior to those of our common shareholders.

We have supported a portion of our growth through the issuance of subordinated notes which are senior in rank to our shares of common stock. As a result, we must make payments on the subordinated notes before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the subordinated notes must be satisfied before any distributions can be made on our common stock.

New lines of business, products, product enhancements or services may subject us to additional risks.

From time to time, we may implement or acquire new lines of business or offer new products and product enhancements as well as new services within our existing lines of business. There are substantial risks and uncertainties associated with these efforts. In acquiring, developing or marketing new lines of business, products, product enhancements or services, we may invest significant time and resources, although there is no guarantee that these new lines of business, products, product enhancements or services will be successful or that we will realize their expected benefits. Further, initial timetables for the introduction and development of new lines of business, products, product enhancements or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the ultimate implementation and success of new lines of business or offerings of new products, product enhancements or services. Furthermore, any new line of business, product, product enhancement or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on our business, financial condition or results of operation.

Consumers may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing parties to complete, through alternative methods and delivery channels, financial transactions that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds with an Internet-only bank, or with virtually any bank in the country through online or mobile banking. Consumers can also complete transactions such as purchasing goods and services, paying bills and/or transferring funds directly without the assistance of banks by transacting through non-bank enterprises or through the use of emerging payment technologies such as cryptocurrencies. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower-cost deposits as a source of funds could have an adverse effect on our financial condition, results of operations and liquidity.

The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower-cost deposits as a source of funds could have an adverse effect on our financial condition, results of operations and liquidity.

We depend on the accuracy and completeness of information about customers.

In deciding whether to extend credit or enter certain transactions, we rely on information furnished by or on behalf of customers, including financial statements, credit reports, tax returns and other financial information. We may also rely on representations of those customers or other third-parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading personal information, financial statements, credit reports, tax returns or other financial information, including information falsely provided because of identity theft, could have an adverse effect on our business, financial condition and results of operations.

Negative publicity could impact our reputation.

Reputational risk is inherent in our business. Negative public opinion could adversely affect our ability to keep and attract customers and could expose us to adverse legal and regulatory consequences. Negative public opinion could result from our actual, alleged, or perceived conduct related to employees or banking practices. Such negative public opinion could ultimately impact our earnings and stock price.

Negative developments affecting the banking industry may erode client confidence in the banking system.

Any future bank failures like those experienced in 2023 or similar events may negatively impact client confidence in the safety and soundness of community banks and may generate market volatility among publicly traded bank holding companies and, in particular, community and regional banks. As a result, some clients have chosen, and may continue to choose, to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could materially adversely impact the Company's liquidity, loan funding capacity, net interest margin, capital, and results of operations. While the Treasury, the Federal Reserve, and the FDIC have historically taken action to ensure that depositors of failed banks had access to their deposits, including uninsured deposit accounts, there is no guarantee that bank failures or bank runs will not occur in the future and, if they were to occur, they may have a material adverse impact on client and investor confidence in community and regional banks, negatively impacting our liquidity, capital, results of operations, and stock price.

ITEM 1B - Unresolved Staff Comments

None.

3135

ITEM 1C- Cybersecurity

Cyber risk management and strategy

The Bank recognizes the critical importance of developing, implementing, assessing, and maintaining appropriate cybersecurity measures to safeguard information systems and protect the confidentiality, integrity, and availability of data. The Risk Committee of the Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks. The Chief Information Security Officer with experience in information technology and cybersecurity, is primarily responsible for implementing cyber risk mitigation strategies and is supported by a team of skilled professionals holding cybersecurity-related certifications.

To ensure the robustness of cybersecurity strategies, the Bank actively collaborates with external experts, including cybersecurity assessors, consultants, and auditors, who provide specialized knowledge and insights. These partnerships include regular audits, threat assessments, and consultations on security enhancements. The Bank’s CISO regularly briefs the Risk Committee of the Board of Directors on cybersecurity and information security posture.

Cybersecurity risk management is integrated into the Bank’s broader risk management framework to foster a company-wide culture of cybersecurity awareness. Key risk indicators, aligned with the Board-approved Statement of Risk Appetite, are reported quarterly to multiple management level committees and the Risk Committee of the Board of Directors. This process ensures timely communication and escalation of issues along with the required mitigation and remediation efforts related to cybersecurity risks.

Given the risks associated with third-party service providers, thorough assessments are conducted before engagement and ongoing monitoring is maintained to ensure compliance with organizational standards. Elements of the assessment include cyber, financial, reputational, compliance, legal, strategic and operational reviews. The Third-Party Risk Management department, reporting directly to our CISO, oversees this critical process.

To further strengthen the Bank’s preparedness, cybersecurity insurance coverage is maintained with coverage levels periodically reviewed to ensure alignment with the risk appetite.

While robust cybersecurity measures have been implemented, the Bank has not experienced any material impacts from cybersecurity threats to date. This is not a guarantee that potential future events will be immaterial. The evolving nature of cyber threats means that new risks will emerge. These threats could potentially affect the Bank’s business strategy, operations, or financial condition. For potential impacts of future threats, refer to “Item 1A - Risk Factors - Technology and Operational Risks.”

Cybersecurity governance

The Bank has implemented a comprehensive set of information security policies, standards, and related training programs to promote awareness and prevention of cybersecurity risks. All employees are required to:

•Review and acknowledge the information security framework upon hiring.

•Formally review and understand updates to these policies.

•Complete annual training sessions addressing data privacy and security, password protection, internet use, social engineering risks, and other key cybersecurity topics.

These efforts ensure employees remain vigilant and informed about evolving threats and best practices.

The Bank’s information security program undergoes rigorous internal and external auditing. The internal audit team and bank examiners conduct annual reviews to evaluate program’s effectiveness and risk mitigation efforts. Additionally, external auditors assess specific components of the information security program as part of the annual financial statements audit. The program is designed in accordance with the National Institute of Standards and Technology guidelines and the Cyber Risk Institute Profile recommended by the American Bankers Association underscoring our commitment to maintaining a strong cybersecurity governance framework.

3236

ITEM 2 - Properties

Our principal executive offices and FirstBank’s main office are located at 1221 Broadway, Suite 1300 Nashville, Tennessee. We ~~have~~provide a comprehensive suite of commercial and consumer banking ~~locations~~services to clients in ~~the~~select markets in Tennessee, ~~metropolitan~~Alabama, ~~markets~~Kentucky, North Carolina and Georgia. As of December 31, 2025, our footprint included 90 full-service branches and 7 limited service branch locations serving markets across Tennessee, including Nashville, Chattanooga, Knoxville, Memphis, and Jackson in addition to ~~the~~Bowling ~~metropolitan~~Green, ~~markets~~Kentucky, ofColumbus ~~Birmingham~~and Newnan, ~~Huntsville~~Georgia and ~~Florence~~Birmingham, ~~Alabama~~Anniston, Huntsville, and ~~Bowling Green~~Auburn, ~~Kentucky~~Alabama. AsAdditionally, ofour ~~December 31,~~banking ~~2024,~~services weextend ~~operated~~to 77community ~~full-service~~markets ~~bank~~throughout ~~branches~~our ~~and~~footprint. 8We ~~limited~~also ~~service~~provide ~~branch~~retail ~~locations~~mortgage ~~throughout~~banking ~~our~~services ~~geographic~~utilizing ~~market~~our ~~areas~~bank asbranch ~~well~~network asand 12 mortgage banking offices strategically located throughout the southeastern United States. ~~We also operate in 17 community markets throughout our footprint.~~ See “Item 1. Business – Our Markets” for more detail. We own 6671 of these locations and lease our other locations, which include nearly all of our mortgage offices and our principal executive office. We believe that our offices and banking locations are suitable and adequate for our current business operations.

ITEM 3 - Legal Proceedings

Various legal proceedings to which FB Financial Corporation or a subsidiary of FB Financial Corporation is party arise from time to time in the normal course of business. As of the date hereof, there are no material pending legal proceedings to which FB Financial Corporation or any of its subsidiaries is a party or of which any of its or its subsidiaries' assets or properties are subject.

ITEM 4 - Mine Safety Disclosures

Not applicable.

3337

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information and Holders of Record

FB Financial Corporation's common stock is traded on the New York Stock Exchange under the symbol “FBK” and has traded on that market since September 16, 2016.

The Company had approximately 2,~~304~~824 stockholders of record as of February 1110, ~~2025~~2026. A substantially greater number of holders of FBK common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.

Stock Performance Graph

The performance graph and table below compares the cumulative total stockholder return on the common stock of the Company with the cumulative total return on the equity securities included in the Standard & Poor’s 500 Index (S&P 500), which reflects overall stock market performance and the S&P 500 Bank Industry Group, which is a Global Industry Classification Standard Level 2 industry group consisting of 13 regional and national publicly traded banks. The graph assumes an initial $100 investment on December 31, ~~2019~~2020 through December 31, ~~2024~~2025. Data for the S&P 500 and S&P 500 Bank Industry Group assumes reinvestment of dividends. Returns are shown on a total return basis. The performance graph represents past performance and should not be considered to be an indication of future performance. The information in this paragraph and the following stock performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

3438

	Index
	FB Financial Corporation	S&P 500 Total Return Index	S&P 500 Bank Total Return Index
12/31/2019	100.00	100.00	100.00
12/31/2020	100.00	100.00	100.00
12/31/2020	88.86	118.40	86.25
12/31/2021	127.51	128.71	135.45
12/31/2021	113.30	152.39	116.82
12/31/2022	106.47	105.40	109.43
12/31/2022	94.61	124.79	94.38
12/31/2023	119.63	133.10	121.43
12/31/2023	106.30	157.59	104.73
12/31/2024	157.19	166.40	167.82
12/31/2024	139.68	197.02	144.74
12/31/2025	172.85	196.16	224.55

Source: S&P Global Market Intelligence

Dividends

We declared cash dividends on our common stock of $0.6876 per share for the year ended December 31, ~~2024~~2025, compared to $0.6068 per share for the year ended December 31, ~~2023~~2024. The timing and amount of future dividends are at the discretion of the Board of Directors and will depend upon a number of factors including general and economic conditions, industry standards, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, banking regulations, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by the Bank to us, and such other factors as our Board of Directors may deem relevant. Our Board of Directors anticipates that we will continue to pay quarterly dividends in amounts determined based on the factors discussed above. However, there can be no assurance that we will continue to pay dividends on our common stock at the current levels or at all. For a more complete discussion on the restrictions on dividends, see “Business: Supervision and regulation: Regulation of the Company and the Bank: Restrictions on dividends” and Note 1314 “Dividend restrictions” in the notes to the consolidated financial statements.

Stock Repurchase Program

The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, ~~2024~~2025:

Period	(a) Total number of shares purchased	(b) Average price paid per share		(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)
October 1 - October 31	—	$	—	—	$	87150,~~300~~000,~~693~~000
November 1 - November 30	—1,717,948	—51.17		—1,717,948	8762,~~300~~092,~~693~~601
December 1 - December 31	—	—		—	8762,~~300~~092,~~693~~601
Total	—1,717,948	$	—51.17	—1,717,948	$	8762,~~300~~092,~~693~~601

(1) Amounts are inclusive of excise tax related to the stock repurchases.

On March 21, 2024, the Company announced that its board of directors re-authorized the Company’s stock repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The Company purchased ~~353~~1,~~286~~513,627 shares pursuant to this plan during the year ended December 31, ~~2024~~2025. The purchase authorizations granted under the repurchase plan will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on January 31, 2026, whichever date occurs earlier. The repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.

On September 15, 2025, the Company announced that its board of directors authorized a new 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 Company purchased 1,717,948 shares pursuant to this plan during the year ended December 31, 2025. The current repurchase plan will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on January 31, 2027, whichever date occurs earlier. The repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.

Sale of Equity Securities

The Company did not sell any unregistered equity securities during ~~2024~~2025.

ITEM 6 — [RESERVED]

ITEM 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations

Overall Objective

The following is a discussion of our financial condition at December 31, ~~2024~~2025 and ~~2023~~2024, and our results of operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, and should be read in conjunction with our audited consolidated financial statements included elsewhere herein. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from our consolidated financial statements. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth in the “Cautionary note regarding forward-looking statements” and “Risk Factors” sections of this Annual Report, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements. Discussion and analysis of our financial condition and results of operations for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 are included in the respective sections within “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report filed on Form 10-K with the SEC for the year ended December 31, ~~2023~~2024.

Overview

We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned ~~bank~~ 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, ~~Alabama~~Georgia and North ~~Georgia~~Carolina. As of December 31, ~~2024~~2025, our footprint included 7790 full-service branches serving ~~the~~markets ~~following~~across Tennessee, ~~Metropolitan~~including ~~Statistical Areas:~~ Nashville, Chattanooga ~~(including North Georgia)~~, Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky, Columbus and ~~Birmingham~~Newnan, ~~Florence~~Georgia and Birmingham, Anniston, Huntsville, and Auburn, Alabama. WeAdditionally, ~~also~~our ~~provide~~ banking services extend to 17 community markets throughout ~~Tennessee,~~our ~~Alabama and North Georgia~~footprint. ~~During the year ended December 31, 2024, the Company announced expansions into the Tuscaloosa, Alabama and Asheville, North Carolina markets.~~ FirstBank also provides retail mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States. As of December 31, ~~2024~~2025, we had total assets of $~~13.~~16.30 billion, loans held for investment of $912.6038 billion, total deposits of $1113.2191 billion, and total shareholders’ equity of $1.5795 billion.

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, ~~and,~~however towe ahave ~~lesser~~other ~~extent,~~sources of funds including unsecured credit lines, brokered ~~deposits~~CDs, and other borrowings. We generate most of our revenue in our Mortgage segment from origination fees and gains on sales in the secondary ~~market of~~ mortgage ~~loans~~loan market, as well as from mortgage servicing revenues.

Developments in 2025

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 preliminary fair value estimates of total net assets acquired and liabilities assumed in the transaction.

Key factors affecting our business

Interest rates

Net interest income is the largest contributor to our net income and is the difference between the interest and fees earned on interest-earning assets (primarily loans, investment securities and interest-bearing deposits with other financial institutions) and the interest expense incurred in connection with interest-bearing liabilities (primarily deposits and borrowings). The level of net interest income is primarily a function of the average balance of interest-earning assets, the average balance of interest-bearing liabilities and the spread between the contractual yield on such assets and the contractual cost of such liabilities. These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the Federal Reserve ~~Board~~ and market interest rates.

The cost of our deposits and short-term wholesale borrowings is largely based on short-term interest rates, which are primarily driven by the Federal Reserve’s actions. The yields generated by our loans and securities are typically driven by short-term and long-term interest rates, which are market driven and are, at times, heavily influenced by the Federal Reserve’s actions. The level of net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur.

Interest rates ~~increased~~decreased throughout the year ended December 31, ~~2024~~2025. Volatile interest rates could have significant adverse effects on the earnings, financial condition and results of operations of the Company.

For additional information regarding our interest rate risks factors and management, see “Business: Risk management: Liquidity and interest rate risk management” and “Risk factors: Risks related to our business.”

Liquidity and interest rate risk management” and “Risk factors: Risks related to our business.”

Credit trends

We focus on originating quality loans and have established loan approval policies and procedures to assist us in upholding the overall credit quality of our loan portfolio. However, credit trends in the markets in which we operate and in our loan portfolio can materially impact our financial condition and performance and are primarily driven by the economic conditions in our markets.

During ~~2024~~2025, our percentage of total nonperforming loans to loans HFI increased to 0.8797% as of December 31, ~~2024~~2025, from 0.6587% as of December 31, ~~2023~~2024. Our classified loans ~~increased~~decreased incrementally to 1.1510% of loans HFI as of December 31, ~~2024~~2025, compared to 01.7415% as of December 31, ~~2023~~2024. Our nonperforming assets as of December 31, ~~2024~~2025 were $~~121~~158.91 million, or 0.9397% of total assets compared to $86121.59 million, or 0.6993% of assets as of December 31, ~~2023~~2024.

Our provisions for credit losses resulted in an expense of $1243.03 million for the year ended December 31, ~~2024~~2025 compared to $212.50 million for the year ended December 31, ~~2023~~2024. For the year ended December 31, ~~2024~~2025, our provision for credit losses was comprised of $1433.72 million of provision for credit losses on loans HFI and $210.71 million related to ~~reversals of~~ credit losses on unfunded commitments. The current period expense is the result of ~~changes~~a to$28.4 ~~the~~million ~~overall~~initial ~~loan~~provision ~~portfolio,~~related ~~including~~to ~~both~~Southern ~~growth~~States ~~and~~acquired ~~changes~~loans inHFI ~~portfolio~~and ~~composition,~~unfunded ancommitments ~~increase in net charge-offs~~ and ~~slight~~regular ~~deterioration~~changes in economic forecasts which impacted our loss estimation process. These evaluations weighed the impact of the current economic outlook, including unemployment and gross domestic product, as well as macroeconomic events which may impact our loan ~~portfolio,~~balances ~~such as supply chain concerns~~ and ~~global~~forecasts ~~conflicts~~inputs. See further discussion under the subheading “~~Allowance~~Provision for credit losses.”

For additional information regarding credit quality risk factors for our Company, see “Item 1. Business: Risk management: Credit risk management” and “Item 1A. Risk factors: Credit Risks.”

Competition

Our profitability and growth are affected by the highly competitive nature of the financial services industry. We compete with commercial banks, savings banks, credit unions, non-bank financial services companies, online mortgage providers, internet banks and other financial institutions operating within the areas we serve, particularly with national and regional banks that often have more resources than we do to invest in growth and technology and community banks with strong local ties, all of which target the same clients we do. We have seen increased competitive pressures on deposit rates. Continued deposit pricing pressure may continue to affect our financial results in the future.

For additional information, see “Item 1. Business: Our markets,” “Business: Competition” and “Item 1A. Risk factors: Risks related to our business.”

Regulatory trends and changes in laws

We are subject to extensive regulation and supervision, which continue to evolve as the legal and regulatory framework governing our operations continues to change. The current operating environment also has heightened supervisory expectations in areas such as consumer compliance, BSA and anti-money laundering compliance, risk management and internal audit. ~~We expect to incur increased costs for compliance, risk management and audit personnel or professional fees associated with advisors and consultants due the current economic environment.~~

As described further under “Business: Supervision and regulation,” we are subject to a variety of laws and regulations, including the Dodd-Frank Act. See also “Item 1A. Risk factors: Legal, regulatory and compliance risk.”

3742

Financial highlights

The following table presents certain selected historical consolidated income statement data and key indicators as of the dates or for the years 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 years ended December 31,
(Dollars in thousands, except per share data)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Selected Balance Sheet Data
Cash and cash equivalents	$	1,~~042~~155,~~488~~895		$	~~810~~1,~~932~~042,488		$	1810,~~027,052~~932
Investment securities, at fair value	1,~~538~~459,~~008~~734			1,~~471~~538,~~973~~008			1,~~474~~471,~~176~~973
Loans held for sale	~~126~~201,~~760~~076			67126,~~847~~760			~~139~~67,~~451~~847
Loans HFI	912,~~602~~383,~~384~~626			9,~~408~~602,~~783~~384			9,~~298~~408,~~212~~783
Allowance for credit losses on loans HFI	(~~151~~185,~~942~~983)			(~~150~~151,~~326~~942)			(~~134~~150,~~192~~326)
Total assets	1316,~~157~~300,~~482~~292			1213,~~604~~157,~~403~~482			12,~~847~~604,~~756~~403
Interest-bearing deposits (non-brokered)	810,~~625~~649,~~113~~932			8,~~179~~625,~~430~~113			8,~~178~~179,~~453~~430
Brokered deposits	~~469~~625,~~089~~634			~~150~~469,~~475~~089			~~750~~150,475
Noninterest-bearing deposits	2,~~116~~634,~~232~~395			2,~~218~~116,~~382~~232			2,~~676~~218,~~631~~382
Total deposits	1113,~~210~~909,~~434~~961			1011,~~548~~210,~~287~~434			10,~~855~~548,~~834~~287
Borrowings	~~176~~212,~~789~~764			~~390~~176,~~964~~789			~~415~~390,~~677~~964
Allowance for credit losses on unfunded commitments	616,~~107~~196			86,~~770~~107			228,~~969~~770
Total common shareholders' equity	1,~~567~~948,~~538~~165			1,~~454~~567,~~794~~538			1,~~325~~454,~~425~~794
Selected Statement of Income Data
Total interest income	$	~~725~~833,~~538~~926		$	~~678~~725,~~410~~538		$	~~481~~678,~~422~~410
Total interest expense	~~309~~317,~~035~~826			~~271~~309,~~193~~035			69271,~~187~~193
Net interest income	~~416~~516,~~503~~100			~~407~~416,~~217~~503			~~412~~407,~~235~~217
Provisions for credit losses	1243,~~004~~278			212,~~539~~004			182,~~982~~539
Total noninterest income	3943,~~070~~910			7039,~~543~~070			~~114~~70,~~667~~543
Total noninterest expense	~~296~~378,~~899~~214			~~324~~296,~~929~~899			~~348~~324,~~346~~929
Income before income taxes	~~146~~138,~~670~~518			~~150~~146,~~292~~670			~~159~~150,~~574~~292
Income tax expense	3015,~~619~~880			30,~~052~~619			3530,~~003~~052
Net income applicable to noncontrolling interest	16			16			16
Net income applicable to FB Financial Corporation	$	~~116~~122,~~035~~622		$	~~120~~116,~~224~~035		$	~~124~~120,~~555~~224
Net interest income (tax-equivalent basis)	$	~~419~~519,~~091~~393		$	~~410~~419,~~562~~091		$	~~415~~410,~~282~~562
Per Common Share
Basic net income	$	2.4847		$	2.5748		$	2.6457
Diluted net income	2.4845			2.5748			2.6457
Book value(1)	33.59			31.05			28.36
Book value	37.64			33.59			31.05
Tangible book value(2)	28.27			25.69			22.90
Tangible book value(1)	30.27			28.27			25.69
Cash dividends declared	0.6876			0.6068			0.5260
Selected Ratios
Return on average:
Assets(3)	0.91		%	0.95		%	1.01		%
Assets	0.84		%	0.91		%	0.95		%
Shareholders' equity(3)	7.71		%	8.74		%	9.23		%
Shareholders’ equity	6.90		%	7.71		%	8.74		%
Tangible common equity(2)	9.24		%	10.7		%	11.4		%
Tangible common equity(1)	8.40		%	9.24		%	10.7		%
Efficiency ratio	6567.25		%	6865.02		%	6668.10		%
Core efficiency ratio (tax-equivalent basis)(2)	57.3		%	62.9		%	62.7		%
Adjusted efficiency ratio (tax-equivalent basis)(1)	56.4		%	57.3		%	62.9		%
Loans HFI to deposit ratio	8589.70		%	8985.27		%	8589.72		%
Noninterest-bearing deposits to total deposits	18.9		%	2118.09		%	2421.70		%
Net interest margin (tax-equivalent basis)	3.5181		%	3.4451		%	3.5744		%
Yield on interest-earning assets	6.1014		%	56.7210		%	45.1672		%
Cost of interest-bearing liabilities	3.5313		%	3.1653		%	03.8716		%
Cost of total deposits	2.7649		%	2.3976		%	02.5439		%

3843

	As of or for the years ended December 31,
	2024		2023		2022
	2025		2024		2023
Credit Quality Ratios
Allowance for credit losses on loans HFI as a percentage of loans HFI	1.5850	%	1.6058	%	1.4460	%
Net charge-offs as a percentage of average loans HFI	(0.1406)	%	(0.0114)	%	(0.0201)	%
Nonperforming loans HFI as a percentage of loans HFI	0.8797	%	0.6587	%	0.4965	%
Nonperforming assets as a percentage of total assets(4)	0.93	%	0.69	%	0.68	%
Nonperforming assets as a percentage of total assets(2)	0.97	%	0.93	%	0.69	%
Capital Ratios (Company)
Total common shareholders' equity to assets	11.9	%	11.5	%	10.3	%
Total common shareholders’ equity to assets	12.0	%	11.9	%	11.5	%
Tangible common equity to tangible assets(2)	10.2	%	9.74	%	8.50	%
Tangible common equity to tangible assets(1)	9.84	%	10.2	%	9.74	%
Tier 1 Leverage	11.3	%	11.3	%	10.5	%
Tier 1 leverage	10.3	%	11.3	%	11.3	%
Tier 1 Risk-Based Capital	13.1	%	12.5	%	11.3	%
Tier 1 capital	11.4	%	13.1	%	12.5	%
Total Risk-Based Capital	15.2	%	14.5	%	13.1	%
Total risk-based capital	13.2	%	15.2	%	14.5	%
Common Equity Tier 1 (CET1)	12.8	%	12.2	%	11.0	%
Common equity tier 1 (CET1)	11.4	%	12.8	%	12.2	%

(1)~~Book~~Non-GAAP ~~value~~financial ~~per~~measure; ~~share~~See ~~equals~~“GAAP ~~our~~reconciliation ~~total~~and ~~common~~management ~~shareholders’~~explanation ~~equity divided by the number~~ of ~~shares~~non-GAAP offinancial ~~our~~measures” ~~common~~and ~~stock~~non-GAAP ~~outstanding~~reconciliations ~~as of the date presented~~herein.

(2)~~Non-GAAP~~Includes ~~financial~~$28.1 ~~measure;~~million, ~~See~~$31.4 ~~"GAAP~~million ~~reconciliation~~ and ~~management~~$21.2 ~~explanation~~million of ~~non-GAAP~~optional ~~financial~~rights ~~measures”~~to ~~and~~repurchase ~~non-GAAP~~GNMA ~~reconciliations~~loans ~~herein~~that meet certain defined delinquency criteria as of December 31, 2025, 2024 and 2023, respectively.

(3)ROAA and ROAE is calculated by dividing net income or loss for that period by our average assets or average equity for the same period.

(4)Includes $31.4 million, $21.2 million and $26.2 million of optional rights to repurchase GNMA loans that meet certain defined delinquency criteria as of December 31, 2024, 2023 and 2022, 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.

~~Core~~Adjusted efficiency ratio (tax-equivalent basis)

The ~~core~~adjusted efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains (losses), merger and offering-related expenses 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.

3944

The following table presents, as of the dates set forth below, a reconciliation of our ~~core~~adjusted efficiency ratio (tax-equivalent basis) to our efficiency ratio:

	Years Ended December 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Core efficiency ratio (tax-equivalent basis)
Adjusted efficiency ratio (tax-equivalent basis)
Total noninterest expense	$	~~296~~378,~~899~~214		$	~~324~~296,~~929~~899		$	~~348~~324,~~346~~929
Less early retirement, severance and other costs	1,~~478~~395			81,~~449~~478			—8,449
Less loss (gain) on lease terminations	—			1,770			(18)
Less loss on lease terminations and other branch closure costs	282			—			1,770
Less FDIC special assessment	500			1,788			—
Less charitable contribution to FirstBank Foundation	1,130			—			—
Less mortgage restructuring	—			—			12,458
Less FDIC special assessment	—			500			1,788
Core noninterest expense	$	294,921		$	312,922		$	335,906
Less merger and integration costs	23,803			—			—
Net interest income	$	416,503		$	407,217		$	412,235
Adjusted noninterest expense	$	351,604		$	294,921		$	312,922
Net interest income (tax-equivalent basis)	419,091			410,562			415,282
Net interest income	$	516,100		$	416,503		$	407,217
Total noninterest income	39,070			70,543			114,667
Net interest income (tax-equivalent basis)	519,393			419,091			410,562
Less loss from securities, net	(56,378)			(13,973)			(376)
Total noninterest income	43,910			39,070			70,543
Less loss on sales or write-downs of premises and equipment, other real estate owned and other assets	(2,167)			(27)			(265)
Less loss from securities, net	(60,457)			(56,378)			(13,973)
Less cash life insurance benefit	2,057			—			—
Less loss on sales or write-downs of premises and equipment, other real estate owned and other assets	(1,166)			(2,167)			(27)
Less loss on change in fair value on commercial loans held for sale	—			(2,114)			(5,133)
Less cash life insurance benefit	1,148			2,057			—
Core noninterest income	$	95,558		$	86,657		$	120,441
Less loss on change in fair value on commercial loans held for sale	—			—			(2,114)
Total revenue	$	455,573		$	477,760		$	526,902
Adjusted noninterest income	$	104,385		$	95,558		$	86,657
Core revenue (tax-equivalent basis)	$	514,649		$	497,219		$	535,723
Total revenue	$	560,010		$	455,573		$	477,760
Efficiency ratio	65.2		%	68.0		%	66.1		%
Adjusted revenue (tax-equivalent basis)	$	623,778		$	514,649		$	497,219
Core efficiency ratio (tax-equivalent basis)	57.3		%	62.9		%	62.7		%
Efficiency ratio	67.5		%	65.2		%	68.0		%
Adjusted efficiency ratio (tax-equivalent basis)	56.4		%	57.3		%	62.9		%

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 the Company’s 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 the Company’s 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.

4045

The following table presents, as of the dates set forth below, tangible common equity compared with total 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 shareholders’ equity to total assets:

	As of December 31,
(dollars in thousands, except share and per share data)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Tangible assets
Total assets	$	1316,~~157~~300,~~482~~292		$	1213,~~604~~157,~~403~~482		$	12,~~847~~604,~~756~~403
Adjustments:
Goodwill	(~~242~~350,~~561~~353)			(242,561)			(242,561)
Core deposit and other intangibles	(531,~~762~~284)			(85,~~709~~762)			(128,~~368~~709)
Tangible assets	$	1215,~~909~~918,~~159~~655		$	12,~~353~~909,~~133~~159		$	12,~~592~~353,~~827~~133
Tangible common equity
Total common shareholders’ equity	$	1,~~567~~948,~~538~~165		$	1,~~454~~567,~~794~~538		$	1,~~325~~454,~~425~~794
Adjustments:
Goodwill	(~~242~~350,~~561~~353)			(242,561)			(242,561)
Core deposit and other intangibles	(531,~~762~~284)			(85,~~709~~762)			(128,~~368~~709)
Tangible common equity	$	1,~~319~~566,~~215~~528		$	1,~~203~~319,~~524~~215		$	1,~~070~~203,~~496~~524
Common shares outstanding	4651,~~663~~752,~~120~~401			46,~~848~~663,~~934~~120			46,~~737~~848,~~912~~934
Book value per common share	$	3337.5964		$	3133.0559		$	2831.3605
Tangible book value per common share	$	2830.27		$	2528.6927		$	2225.9069
Total common shareholders’ equity to total assets	1112.90		%	11.59		%	1011.35		%
Tangible common equity to tangible assets	109.284		%	910.742		%	89.5074		%

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 the Company'’s management to provide a depiction of the Company's profitability without being impacted by its intangible assets, as intangible assets are not directly managed to generate earnings. 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:

	Years Ended December 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Return on average tangible common equity
Total average common shareholders’ equity	$	1,~~505~~776,~~739~~945		$	1,~~374~~505,~~831~~739		$	1,~~349~~374,~~583~~831
Adjustments:
Average goodwill	(~~242~~296,~~561~~901)			(242,561)			(242,561)
Average intangibles, net	(719,~~177~~492)			(107,~~472~~177)			(1410,~~573~~472)
Average tangible common equity	$	1,~~256~~460,~~001~~552		$	1,~~121~~256,~~798~~001		$	1,~~092~~121,~~449~~798
Net income applicable to FB Financial Corporation	$	~~116~~122,~~035~~622		$	~~120~~116,~~224~~035		$	~~124~~120,~~555~~224
Return on average common shareholders' equity	76.7190		%	87.7471		%	98.2374		%
Return on average tangible common equity	98.2440		%	109.724		%	1110.47		%

4146

Overview of recent financial performance

Year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024

Our net income ~~decreased~~increased during the year ended December 31, ~~2024~~2025 to $~~116~~122.16 million from $~~120~~116.21 million for the year ended December 31, ~~2023~~2024. Diluted earnings per common share was $2.4845 and $2.5748 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Our net income represented a return on average assets of 0.9184% and 0.9591% for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and a return on average equity of 76.7190% and 87.7471% for the same periods. Our ratio of return on average tangible common equity for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was 98.240% and 109.724%, 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 year ended December 31, 2025, net interest income increased to $516.1 million compared with $416.5 million in the year ended December 31, 2024. Our net interest margin, on a tax-equivalent basis, increased to 3.81% for the year ended December 31, 2025 as compared to 3.51% for the year ended December 31, 2024. The increase in net interest income and net interest margin, on a tax-equivalent basis, reflects a $109.1 million increase in interest income, partially offset by a $8.8 million increase in interest expense.

Provision for credit losses on loans HFI and unfunded loan commitments was $43.3 million for the year ended December 31, 2025 compared $12.0 million for the year ended December 31, 2024 primarily due to the initial provision for credit losses on acquired loans and unfunded commitments from the Southern States merger of $28.4 million, along with changes in loan balances and forecast assumptions. Refer to Note 2, “Mergers and acquisitions” in this Report for further discussion around the merger with Southern States.

Noninterest income for the year ended December 31, 2025 increased by $4.8 million to $43.9 million, up from $39.1 million for prior year period. The increase in noninterest income was driven by a $5.8 million increase in mortgage banking income, a $2.1 million increase in investment services and trust income and a $1.9 million increase in service charges on deposits. The increase was partially offset by a $60.5 million net loss on investment securities primarily related to the sale of $266.9 million of AFS securities compared to a $56.4 million net loss on investment securities primarily related to the sale of $526.4 million of AFS securities for the year ended December 31, 2024. Refer to the section “Other earning assets” for additional information on the sale of the AFS securities.

Noninterest expense increased to $378.2 million for the year ended December 31, 2025, compared with $296.9 million for the year ended December 31, 2024. The increase in noninterest expense was driven by a $33.9 million increase in salaries, commissions and employee benefits due to increased headcount resulting from the Southern States merger, combined with increase in performance-based compensation driven by improvement in the Company’s performance metrics, $23.8 million in merger and integration costs associated with our merger with Southern States and an increase in other noninterest expense of $16.3 million due to increases in franchise tax expense, technology and platform fees, and modest increases across a range of other expense categories.

Income tax expense for the year ended December 31, 2025 was $15.9 million compared to $30.6 million for the year ended December 31, 2024. The change reflects the income tax effect of a $60.5 million loss on sale of AFS debt securities, as well as a one-time gross tax benefit of $10.7 million due to the expiration of the statute of limitations with respect to an amended income tax return and the associated interest for the year ended December 31, 2025. Income tax expense for the year ended December 31, 2024, included the income tax effect of a $56.4 million loss on sale of AFS debt securities.

Year ended December 31, 2024 compared to year ended December 31, 2023

Our net income decreased during the year ended December 31, 2024 to $116.1 million from $120.2 million for the year ended December 31, 2023. Diluted earnings per common share was $2.48 and $2.57 for the years ended December 31, 2024 and 2023, respectively. Our net income represented a return on average assets of 0.91% and 0.95% for the years ended December 31, 2024 and 2023, respectively, and a return on average equity of 7.71% and 8.74% for the same periods. Our ratio of return on average tangible common equity for the years ended December 31, 2024 and 2023 was 9.24% and 10.7%, 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 year ended December 31, 2024, net interest income increased to $416.5 million compared with $407.2 million in the year ended December 31, 2023. Our net interest margin, on a tax-equivalent basis, increased to 3.51% for the year ended December 31, 2024 as compared to 3.44% for the year ended December 31, 2023. The increase in net interest margin was primarily driven by higher yields on interest-earning assets, particularly loans and taxable investment securities. This increase was partially offset by the cost of interest-bearing liabilities, primarily from money market and customer deposits.

Provision for credit losses on loans HFI and unfunded loan commitments was $12.0 million for the year ended December 31, 2024 compared to $2.5 million for the year ended December 31, 2023 primarily due to a reversal of provision for credit losses on unfunded commitments of $2.7 million compared to $14.2 million during the year ended December 31, 2023. ~~Refer to the section “Provision for credit losses” for additional information.~~

Noninterest income for the year ended December 31, 2024 decreased by $31.5 million to $39.1 million, down from $70.5 million for prior year period. The decrease in noninterest income was driven by a $56.4 million net loss on investment securities related to the sale of $526.4 million of AFS securities compared to a $14.0 million net loss on investment securities primarily related to the sale of $100.5 million of AFS securities for the year ended December 31, 2023. ~~Refer to the section “Other earning assets” for additional information on the sale of the AFS securities.~~ The decrease was partially offset by a $2.9 million increase in investment services and trust income, a $2.1 million increase in BOLI income resulting from proceeds from payment of death benefits, and a $1.9 million increase in equity investments income. Additionally, during the year ended December 31, 2023, a $2.1 million loss was recorded associated with the change in fair value of the commercial loans held for sale portfolio that was exited during the year ended December 31, 2023.

Noninterest expense decreased to $296.9 million for the year ended December 31, 2024, compared with $324.9 million for the year ended December 31, 2023. The decrease in noninterest expense is due to decreases in salaries, commissions and employee benefits of $19.6 million primarily related to the Company’s efficiency and scalability initiatives and updated methodology of deferrals for loan fees and loan origination expenses. Additionally, the decrease is reflective of decreases in occupancy, advertising, legal and professional expenses and franchise tax expense.

Year ended December 31, 2023 compared to year ended December 31, 2022

Our net income decreased during the year ended December 31, 2023 to $120.2 million from $124.6 million for the year ended December 31, 2022. Diluted earnings per common share was $2.57 and $2.64 for the years ended December 31, 2023 and 2022, respectively. Our net income represented a return on average assets of 0.95% and 1.01% for the years ended December 31, 2023 and 2022, respectively, and a return on average equity of 8.74% and 9.23% for the same periods. Our ratio of return on average tangible common equity for the years ended December 31, 2023 and 2022 was 10.7% and 11.4%, 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 year ended December 31, 2023, net interest income decreased to $407.2 million compared with $412.2 million in the year ended December 31, 2022. Our net interest margin, on a tax-equivalent basis, decreased to 3.44% for the year ended December 31, 2023 as compared to 3.57% for the year ended December 31, 2022, influenced by rising interest rates increasing our total cost of funds compared to the increase in the interest income on interest-earning assets during the year ended December 31, 2023.

Provision for credit losses on loans HFI and unfunded loan commitments was $2.5 million for the year ended December 31, 2023 compared $19.0 million for the year ended December 31, 2022 primarily due to a reversal of provision for credit losses on unfunded commitments of $14.2 million compared to provision expense of $8.6 million during the year ended December 31, 2022. Refer to the section “Provision for credit losses” for additional information.

Noninterest income for the year ended December 31, 2023 decreased by $44.1 million to $70.5 million, down from $114.7 million for prior year period. The decrease in noninterest income was primarily driven by a decrease in mortgage banking income of $28.9 million to $44.7 million for the year ended December 31, 2023, compared to $73.6 million for the prior year period. These results were impacted by increasing interest rates, compressing margins and a decrease in demand for residential mortgages experienced through the industry during the year ended December 31, 2023 compared with the year ended December 31, 2022. The change was also impacted by the restructuring of our mortgage business, including the exit of our direct-to-consumer internet delivery channel during the year ended December 31, 2022. Additionally contributing to the decrease in noninterest income during the year ended December 31, 2023 was a $14.0 million net loss on investment securities primarily related to the sale of $100.5 million of AFS securities. Refer to the section “Other earning assets” for additional information on the sale of the AFS securities.

Noninterest expense decreased to $324.9 million for the year ended December 31, 2023, compared with $348.3 million for the year ended December 31, 2022. The decrease in noninterest expense is reflective of the $28.3 million decrease in salaries, commissions and employee-related costs namely in the Mortgage segment related to the restructuring of our Mortgage segment, reduced headcount and mortgage production. Additionally, this decrease in salaries, commission and employee-benefit related costs was partially offset by an $8.4 million increase in early retirement, severance and other costs related to our efficiency and scalability initiatives and $4.7 million in regulatory fees and assessments, which includes a $1.8 million FDIC special assessment associated with the bank failures earlier in 2023. Additionally, the decrease in noninterest expense reflects $12.5 million in mortgage restructuring expenses included in expenses in the year ended December 31, 2022.

Business segment highlights

We operate our business in two business segments: Banking and Mortgage. See Note 1, “Basis of presentation and summary of significant accounting policies” and Note 1819 “Segment reporting” in the notes to our consolidated financial statements for a description of these business segments.

Banking

Income before taxes from the Banking segment decreased for the year ended December 31, ~~2024~~2025 to $~~143~~134.19 million, compared to $~~154~~143.37 million for the year ended December 31, ~~2023~~2024. Net interest income increased by $995.53 million to $~~410~~506.81 million during the year ended December 31, ~~2024~~2025 compared to $~~401~~410.28 million during the year ended December 31, ~~2023~~2024. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $1237.36 million of provision expense during the year ended December 31, ~~2024~~2025 compared to $212.63 million during the year ended December 31, ~~2023~~2024. The increase was driven by the initial provision for credit losses on acquired loans and unfunded commitments from the Southern States merger of $28.4 million. The Banking segment recorded a noninterest loss of $8.48 million in the year ended December 31, ~~2024~~2025 as compared to ~~income~~a loss of $~~25.~~8.4 million in the year ended December 31, ~~2023~~2024. This decrease includes a net loss on investment securities of $5660.45 million associated with the sale of $~~526~~266.49 million AFS debt securities during the year ended December 31, ~~2024~~2025 compared with a net loss on investment securities of $1456.04 million primarily related to the sale of $~~100~~526.54 million of AFS debt securities for the year ended December 31, ~~2023~~2024. Noninterest expense ~~decreased~~increased to $~~247~~324.18 million for year ended December 31, ~~2024~~2025 compared to $~~270~~246.15 million for the year ended December 31, ~~2023~~2024 due to ~~decreases~~increases in salaries and benefits, ~~occupancy~~merger and integration costs associated with the Southern States merger, advertising, ~~legal~~franchise tax expense, technology and ~~professional~~platform fees and ~~franchise~~modest ~~tax~~increases across a range of other expense categories.

Mortgage

Activity in our Mortgage segment resulted in aincome ~~pre-tax~~before ~~net~~income ~~contribution~~taxes of $3.6 million for the year ended December 31, ~~2024~~2025 compared to a $43.10 million ~~pre-tax net loss~~ for the year ended December 31, ~~2023~~2024. Net interest income was $510.70 million for the year ended December 31, ~~2024~~2025 compared to $65.07 million for the year ended December 31, ~~2023~~2024. Provisions for credit losses on loans HFI and unfunded loan commitments resulted in ~~a reversal of~~ $05.36 million of provision expense during the year ended December 31, ~~2024~~2025 compared to a reversal of $0.13 million of provision expense during the year ended December 31, ~~2023~~2024. The increase in provisions for credit losses was due to a change in the CECL loss estimation methodology, which notably impacted reserves on our 100% financed 1-to-4 mortgage portfolio, as well as a notable change in forecasts associated with home prices which impacted mortgage reserves more broadly. Mortgage banking income increased $15.98 million to $4652.64 million during the year ended December 31, ~~2024~~2025 compared to $4446.76 million for the year ended December 31, ~~2023~~2024.

43The components of mortgage banking income for the years ended December 31, 2025 and 2024 were as follows:

The components of mortgage banking income for the years ended December 31, 2024 and 2023 were as follows:


	Years Ended December 31,
(dollars in thousands)	2025			2024
Mortgage banking income
Gains and fees from origination and sale of mortgage loans held for sale	$	36,015		$	32,459
Net change in fair value of loans held for sale and derivatives	2,684			1,241
Change in fair value on MSRs, net of hedging	(13,772)			(16,278)
Mortgage servicing income	27,517			29,212
Total mortgage banking income	$	52,444		$	46,634





Interest rate lock commitment volume	$	1,656,162		$	1,459,494
Interest rate lock commitment volume by purpose (%):
Purchase	81.6		%	84.1		%
Refinance	18.4		%	15.9		%

Mortgage sales	$	1,293,401		$	1,173,066
Mortgage sale margin	2.78		%	2.77		%
Closing volume	$	1,380,264		$	1,222,606
Outstanding principal balance of mortgage loans serviced	$	9,588,948		$	10,235,048

	Years Ended December 31,
(dollars in thousands)	2024			2023
Mortgage banking income
Gains and fees from origination and sale of mortgage loans held for sale	$	32,459		$	32,470
Net change in fair value of loans held for sale and derivatives	1,241			(1,815)
Change in fair value on MSRs, net of hedging	(16,278)			(16,226)
Mortgage servicing income	29,212			30,263
Total mortgage banking income	$	46,634		$	44,692
Interest rate lock commitment volume	$	1,459,494		$	1,396,837
Interest rate lock commitment volume by purpose (%):
Purchase	84.1		%	86.8		%
Refinance	15.9		%	13.2		%
Mortgage sales	$	1,173,066		$	1,245,125
Mortgage sale margin	2.77		%	2.61		%
Closing volume	$	1,222,606		$	1,199,362
Outstanding principal balance of mortgage loans serviced	$	10,235,048		$	10,762,906

Noninterest expense for the years ended December 31, 2025 and 2024 was $53.5 million and $50.4 million, respectively. This increase is reflective of an increase in commissions associated with mortgage loan volume.

Noninterest expense for the years ended December 31, 2024 and 2023 was $49.8 million and $54.8 million, respectively. This decrease is reflective of a decrease in salaries and employee benefits associated with our efficiency and scalability initiatives.

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 years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023.

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 year ended December 31, ~~2024~~2025, the U.S. Treasury yield curve continued its path ~~towards~~toward normalization, with steepening in the intermediate and longer ‑term sectors of the ~~yield~~ curve as the Federal Reserve ~~cut~~reduced short-‑term interest rates ~~100~~by a total of 75 basis points ~~near~~over the ~~end~~course of the year, and longer ‑term yields ~~increased.~~remained ~~This~~elevated isdue ~~in contrast~~ to ~~the~~ongoing ~~inverted~~inflation ~~U.S.~~concerns ~~Treasury~~and ~~yield~~fiscal ~~curve~~conditions. ~~exhibited~~This ~~during~~compares to the year ended December 31, ~~2023~~2024, when the curve was just beginning to normalize following late‑year short‑term rate cuts and an uptick in longer‑term yields. The Federal Funds Target Rate range was 43.2550% - 43.5075% and 54.25% - 54.50% as of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

Net interest income increased $8.5 million to $419.1 million for the year ended December 31, 2024 as compared to $410.6 million for the year ended December 31, 2023. Increases in interest income of $46.4 million were largely offset by increases in interest expense of $37.8 million for the year ended December 31, 2024 compared to the prior period. The increase in interest income for the current year period was driven by an increase in yields on average earning assets which reached 6.10% in the current year, as compared to 5.72% in the prior year. The increase in interest expense was due to both an increase in the rate paid on interest-bearing liabilities, which increased to 3.53% from 3.16%, and an increase in the average balance of interest-bearing liabilities of $151.0 million. 49

~~Interest~~Year ~~income on loans HFI increased $26.8 million to $622.8 million for the year~~ ended December 31, ~~2024~~2025 ~~from~~compared ~~$596.0 million for the year ended December 31, 2023 due primarily~~ to ~~increasing yields. The average yield on loans HFI increased by 26 basis points period-over-period to 6.64% for~~ the year ended December 31, 2024 ~~from 6.38% for the year ended December 31, 2023.~~

44Net interest income increased $100.3 million to $519.4 million for the year ended December 31, 2025 as compared to $419.1 million for the year ended December 31, 2024. Net interest margin was 3.81% for the year ended December 31, 2025 compared to 3.51% for the year ended December 31, 2024. Net interest income was broadly driven by higher average balances of loans held for investment resulting from the Southern States merger.

~~The~~Interest ~~components~~income was $837.2 million for the year ended December 31, 2025, compared to $728.1 million for the year ended December 31, 2024, an increase of ~~our~~$109.1 ~~loan~~million. ~~yield~~The increase in interest income was primarily attributable to loans HFI, which increased $101.9 million to $724.7 million for the ~~years~~year ended December 31, 2025 from $622.8 million for the year ended December 31, 2024. The increase was driven by higher average balances of loans held for investment resulting from the Southern States merger, ~~2023~~partially offset by a lower overall yield on those loans due to declining interest rates. The yield on loans HFI decreased 6 basis points to 6.58% for the year ended December 31, ~~and~~2025 ~~2022~~from ~~were~~6.64% asfor ~~follows:~~the year ended December 31, 2024.

	Years Ended December 31,
	2024				2023				2022
(dollars in thousands)	Interestincome		Averageyield		Interestincome		Averageyield		Interestincome		Averageyield
Loans HFI yield components:
Contractual interest rate on loans HFI(1)	$	614,051	6.54	%	$	579,193	6.20	%	$	400,154	4.69	%
Origination and other loan fee income	6,365		0.07	%	14,675		0.15	%	22,818		0.27	%
Accretion (amortization) on purchased loans	657		0.01	%	694		0.01	%	(1,020)		(0.01)	%
Nonaccrual interest collections	1,757		0.02	%	1,439		0.02	%	2,712		0.03	%
Syndicated loan fee income	—		—	%	—		—	%	1,150		0.01	%
Total loans HFI yield	$	622,830	6.64	%	$	596,001	6.38	%	$	425,814	4.99	%
(1)Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.

The components of our loan yield for the years ended December 31, 2025, 2024, and 2023 were as follows:

Interest income on taxable investment securities increased $22.8 million to $50.1 million for the year ended December 31, 2024 from $27.3 million for the year ended December 31, 2023 due to the reinvestment of proceeds from the sale of AFS debt securities that were sold during the second half of 2023 and first and third quarters of 2024 to higher yielding U.S. government agency securities and mortgage-backed securities. The yield on taxable investment securities increased 142 basis points to 3.41% for the year ended December 31, 2024 compared to 1.99% for the year ended December 31, 2023.


	Years Ended December 31,
	2025				2024				2023
(dollars in thousands)	Interest income		Average yield		Interest income		Average yield		Interest income		Average yield
Loans HFI yield components:
Contractual interest rate on loans HFI(1)	$	701,519	6.37	%	$	614,051	6.54	%	$	579,193	6.20	%
Origination and other loan fee income	7,950		0.07	%	6,365		0.07	%	14,675		0.15	%
Accretion on purchased loans	13,371		0.12	%	657		0.01	%	694		0.01	%
Nonaccrual interest collections	1,861		0.02	%	1,757		0.02	%	1,439		0.02	%

Total loans HFI yield	$	724,701	6.58	%	$	622,830	6.64	%	$	596,001	6.38	%
(1)Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.

Accretion on purchased loans contributed 10 basis points to the NIM for the year ended December 31, 2025 as a result of the recent merger. There was no impact of accretion on purchased loans to the NIM for the year ended December 31, 2024.

Interest ~~expense~~income ~~was~~on ~~$309.0~~investment ~~million~~securities ~~for~~was the ~~year~~next ~~ended~~largest ~~December 31,~~contributor ~~2024,~~to anthe ~~increase~~overall ofchange in interest income, increasing $377.81 million ~~as compared~~ to $~~271~~63.26 million for the year ended December 31, ~~2023.~~2025 ~~The~~from ~~increase~~$56.5 ~~was~~million ~~largely~~for ~~attributed~~the toyear aended ~~rise~~December 31, in2024. This ~~the~~increase ~~rate~~was ~~paid~~driven onby ~~interest-bearing~~higher ~~deposit~~yields ~~accounts, most notably,~~ on ~~money~~investment ~~market~~securities ~~and~~stemming ~~customer~~from ~~time~~previous ~~deposit~~portfolio ~~products~~restructuring transactions. ~~Total~~The ~~cost~~yield ofon ~~interest-bearing~~investment ~~deposits~~securities was 3.4997% and 3.39% for the ~~year~~years ended December 31, ~~2024~~2025 ~~compared~~and to2024, ~~3.08%~~respectively, ~~for~~an ~~the~~increase ~~year~~of ~~ended~~58 ~~December 31,~~basis ~~2023~~points.

Interest expense onwas ~~money market deposits increased~~ $20317.98 million ~~to $147.1 million~~ for the year ended December 31, ~~2024~~2025, ~~compared~~an toincrease of $~~126~~8.28 million ~~for~~as ~~the~~compared ~~year ended December 31, 2023. The average rate on money market deposits increased 31 basis points~~ to 3$309.~~84%~~0 million for the year ended December 31, 2024 ~~from 3~~.~~53%~~ ~~for~~The ~~the~~increase ~~year~~was ~~ended~~driven ~~December 31,~~by ~~2023.~~higher ~~Interest~~average ~~expense~~interest‑bearing ondeposit ~~customer~~balances ~~time~~resulting ~~deposits~~from ~~increased $10.3 million to $55.5 million for~~ the ~~year~~recent ~~ended December 31~~merger, ~~2024~~mostly ~~from~~offset ~~$45.3~~by ~~million~~declines ~~for~~in the ~~year~~rates ~~ended~~paid ~~December 31, 2023. The average rate~~ on ~~customer~~interest‑bearing ~~time~~ deposits ~~increased~~and 82other ~~basis~~borrowed ~~points to 3~~funds.~~97% for the year ended December 31, 2024 from 3.15% for the year ended December 31, 2023.~~

~~The~~Interest ~~average~~expense ~~balance~~on ofinterest-bearing ~~other~~deposit ~~borrowings~~accounts ~~increased~~totaled $94309.~~0 million to $97.~~2 million for the year ended December 31, ~~2024~~2025, ~~compared~~an toincrease of $312.29 million ~~for~~from the ~~year~~prior ~~ended December 31~~year, ~~2023.~~largely Asdue ato ~~result,~~increases ~~interest~~in ~~expense~~average onbalances ~~other~~across ~~borrowings~~most ~~increased~~deposit tocategories, ~~$4.7~~particularly ~~million~~money ~~for~~market ~~the~~deposits. ~~year~~Lower ~~ended~~rates ~~December 31,~~paid ~~2024~~across ~~compared~~these tocategories ~~$116~~partially ~~thousand~~offset ~~for~~this ~~the year ended December 31, 2023~~increase. The ~~yield~~growth onin ~~other~~average ~~borrowings~~balances ~~increased~~was ~~122~~attributable ~~basis points~~ to ~~4.82% for~~ the ~~year~~recent ~~ended~~merger ~~December 31,~~and ~~2024 compared~~ to ~~3.60%~~a ~~for~~lesser ~~the~~extent ~~year~~recent ~~ended~~customer ~~December 31~~deposit campaigns, ~~2023.~~which ~~The~~increased ~~increase~~deposit isbalances ~~due~~while ~~primarily~~reducing todeposit ~~borrowings~~costs. ~~from~~The ~~the~~average ~~Bank~~rate ~~Term~~paid ~~Funding~~on ~~Program,~~interest-bearing ~~which~~deposits was ~~paid-off~~3.09% ~~during~~for the year ended December 31, ~~2024.~~2025 ~~Refer~~compared to ~~the~~3.49% ~~section “Borrowings”~~ for ~~additional~~the ~~information~~year onended ~~the~~December 31, ~~BTFP~~2024.

45Interest expense recognized on other borrowings decreased $4.6 million for the year ended December 31, 2025 due to the repayment of the Bank Term Funding Program which was paid off during the third quarter of 2024.

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.

	Years Ended December 31,
	2024						2023						2022
	2025						2024						2023
(dollars in thousands)	Average balances		Interestincome/expense		Averageyield/rate		Average balances		Interestincome/expense		Averageyield/rate		Averagebalances		Interestincome/expense		Averageyield/rate
Interest-earning assets:
Loans HFI (1)(2)	$	911,~~384~~015,~~458~~862	$	~~622~~724,~~830~~701	6.6458	%	$	9,~~335~~384,~~977~~458	$	~~596~~622,~~001~~830	6.3864	%	$	89,~~541~~335,~~650~~977	$	~~425~~596,~~814~~001	46.9938	%
Mortgage loans held for sale	66138,~~983~~183		49,~~486~~040		6.7054	%	5666,~~815~~983		34,~~856~~486		6.7970	%	~~215~~56,~~952~~815		83,~~385~~856		36.8879	%
Commercial loans held for sale	—		—		—	%	10,602		162		1.53	%	51,075		2,627		5.14	%
Investment securities:
Taxable	1,~~468~~431,~~646~~088		5057,~~057~~907		34.4105	%	1,~~370~~468,~~514~~646		2750,~~257~~057		13.9941	%	1,~~439~~370,~~745~~514		2527,~~469~~257		1.7799	%
Tax-exempt (2)	~~196~~168,~~003~~634		65,~~423~~660		3.2836	%	~~290~~196,~~884~~003		96,~~674~~423		3.3328	%	~~305~~290,~~212~~884		9,~~916~~674		3.2533	%
Total investment securities (2)	1,~~664~~599,~~649~~722		5663,~~480~~567		3.3997	%	1,~~661~~664,~~398~~649		3656,~~931~~480		23.2239	%	1,~~744~~661,~~957~~398		3536,~~385~~931		2.0322	%
Federal funds sold and reverse repurchase agreements	~~123~~202,~~601~~186		69,~~703~~022		54.4246	%	~~112~~123,~~833~~601		56,~~798~~703		5.1442	%	~~197~~112,~~235~~833		35,~~414~~798		15.7314	%
Interest-bearing deposits with other financial institutions	~~666~~650,~~810~~369		3427,~~587~~775		54.1927	%	~~701~~666,~~629~~810		3534,~~652~~587		5.0819	%	~~843~~701,~~779~~629		735,~~275~~652		05.8608	%
FHLB stock	33,307		3,040		9.13	%	40,058		3,355		8.38	%	43,969		1,569		3.57	%
Restricted equity securities, at cost	38,554		3,114		8.08	%	33,307		3,040		9.13	%	40,058		3,355		8.38	%
Total interest-earning assets (2)	1113,~~939~~644,~~808~~876		~~728~~837,~~126~~219		6.1014	%	11,~~919~~939,~~312~~808		~~681~~728,~~755~~126		56.7210	%	11,~~638~~919,~~617~~312		~~484~~681,~~469~~755		45.1672	%
Noninterest-earning assets:
Cash and due from banks	~~135~~128,~~338~~977						~~132~~135,~~327~~338						~~107~~132,~~814~~327
Allowance for credit losses on loans HFI	(~~153~~167,~~265~~960)						(~~140~~153,~~246~~265)						(~~127~~140,~~499~~246)
Other assets (3)(4)	~~803~~1,~~867~~005,642						~~757~~803,~~441~~867						~~758~~757,~~918~~441
Total noninterest-earning assets	~~785~~966,~~940~~659						~~749~~785,~~522~~940						~~739~~749,~~233~~522
Total assets	$	1214,~~725~~611,~~748~~535					$	12,~~668~~725,~~834~~748					$	12,~~377~~668,~~850~~834
Interest-bearing liabilities:
Interest-bearing deposits:
Interest-bearing checking	$	2,~~625~~516,~~713~~406	$	8058,~~045~~058	32.0531	%	$	2,~~863~~625,~~053~~713	$	8180,~~761~~045	23.8605	%	$	32,~~121~~863,~~638~~053	$	2181,~~857~~761	02.7086	%
Money market deposits	34,~~827~~848,~~898~~758		~~147~~164,~~075~~354		3.8439	%	3,~~578~~827,~~707~~898		~~126~~147,~~205~~075		3.5384	%	23,~~846~~578,~~101~~707		22126,~~868~~205		03.8053	%
Savings deposits	~~363~~382,~~649~~757		~~253~~831		0.0722	%	~~422~~363,~~339~~649		~~259~~253		0.0607	%	~~500~~422,~~189~~339		~~268~~259		0.0506	%
Customer time deposits	1,~~399~~718,~~278~~706		5563,~~529~~682		3.9771	%	1,~~436~~399,~~313~~278		4555,~~251~~529		3.1597	%	1,~~167~~436,~~947~~313		1145,~~555~~251		03.9915	%
Brokered and internet time deposits	~~276~~524,~~864~~018		1322,~~443~~282		4.8625	%	~~101~~276,~~423~~864		513,~~343~~443		54.2786	%	6101,~~935~~423		945,343		15.3627	%
Time deposits	12,~~676~~242,~~142~~724		6885,~~972~~964		43.1183	%	1,~~537~~676,~~736~~142		5068,~~594~~972		34.2911	%	1,~~174~~537,~~882~~736		1150,~~649~~594		03.9929	%
Total interest-bearing deposits	89,~~493~~990,~~402~~645		~~296~~309,~~345~~207		3.4909	%	8,~~401~~493,~~835~~402		~~258~~296,~~819~~345		3.0849	%	78,~~642~~401,~~810~~835		56258,~~642~~819		03.7408	%
Other interest-bearing liabilities:
Securities sold under agreements to repurchase and federal funds purchased	2111,~~339~~950		~~366~~94		10.7279	%	2921,~~860~~339		~~669~~366		21.2472	%	2829,~~497~~860		66669		02.2324	%
Federal Home Loan Bank advances	—9,589		—418		—4.36	%	~~28,973~~—		~~1,487~~—		~~5.13~~—	%	~~171~~28,~~142~~973		51,~~583~~487		35.2613	%
Subordinated debt	~~130~~131,~~352~~473		7,~~638~~992		56.8608	%	~~127~~130,~~386~~352		107,~~102~~638		75.9386	%	127,~~799~~386		610,~~868~~102		57.3793	%
Other borrowings	973,~~182~~509		~~4,686~~115		43.8228	%	397,~~225~~182		~~116~~4,686		34.6082	%	13,~~468~~225		28116		13.9160	%
Total other interest-bearing liabilities	~~248~~156,~~873~~521		128,~~690~~619		5.1051	%	~~189~~248,~~444~~873		12,~~374~~690		65.5310	%	~~328~~189,~~906~~444		12,~~545~~374		36.8153	%
Total interest-bearing liabilities	810,~~742~~147,~~275~~166		~~309~~317,~~035~~826		3.5313	%	8,~~591~~742,~~279~~275		~~271~~309,~~193~~035		3.1653	%	78,~~971~~591,~~716~~279		69271,~~187~~193		03.8716	%
Noninterest-bearing liabilities:
Demand deposits	2,~~233~~452,~~092~~226						2,~~442~~233,~~019~~092						2,~~877~~442,~~266~~019
Other liabilities(4)	~~244~~235,~~549~~105						~~260~~244,~~612~~549						~~179~~260,~~192~~612
Total noninterest-bearing liabilities	2,~~477~~687,~~641~~331						2,~~702~~477,~~631~~641						32,~~056~~702,~~458~~631
Total liabilities	1112,~~219~~834,~~916~~497						11,~~293~~219,~~910~~916						11,~~028~~293,~~174~~910
FB Financial Corporation common shareholders’ equity	1,~~505~~776,~~739~~945						1,~~374~~505,~~831~~739						1,~~349~~374,~~583~~831
Noncontrolling interest	93						93						93
Shareholders’ equity	1,~~505~~777,~~832~~038						1,~~374~~505,~~924~~832						1,~~349~~374,~~676~~924
Total liabilities and shareholders’ equity	$	1214,~~725~~611,~~748~~535					$	12,~~668~~725,~~834~~748					$	12,~~377~~668,~~850~~834
Net interest income (tax-equivalent basis)(2)			$	~~419~~519,~~091~~393					$	~~410~~419,~~562~~091					$	~~415~~410,~~282~~562
Interest rate spread (tax-equivalent basis)(2)					23.5701	%					2.5657	%					32.2956	%
Net interest margin (tax-equivalent basis) (2)(5)					3.5181	%					3.4451	%					3.5744	%
Cost of total deposits					2.7649	%					2.3976	%					02.5439	%
Average interest-earning assets to average interest-bearing liabilities					~~136~~134.65	%					~~138~~136.76	%					~~146~~138.07	%

(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 athe ~~U.S.~~combined federal ~~income tax rate~~ and, ~~where~~blended ~~applicable,~~ 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 $2.6 million, $3.3 million, and $3.0 million for years ended December 31, 2024, 2023, and 2022, respectively.~~

~~(3)Includes~~ equivalent ~~average~~basis. ~~net~~to ~~unrealized~~increase ~~losses~~tax-exempt oninterest ~~investment~~income ~~securities~~to ~~available~~a ~~for~~tax-equivalent ~~sale~~basis. ofThe net tax-equivalent adjustment amounts included in income were $~~166~~3.13 million, $~~231~~2.56 million, and $~~144~~3.3 million for ~~the years ended December 31, 2024, 2023, and 2022, respectively.~~

(4)Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria of $24.6 million, $21.7 million, and $13.1 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively.

(53)~~The~~Includes ~~NIM~~average isnet ~~calculated~~unrealized bylosses ~~dividing~~on ~~net~~investment ~~interest~~securities ~~income~~available for sale of $94.0 million, on$166.1 amillion, ~~tax-equivalent~~and ~~basis~~$231.5 million for the years ended December 31, by2025, ~~average~~2024, ~~total~~and ~~earning~~2023, ~~assets~~respectively.

46(4)Includes average of optional rights to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria of $25.2 million, $24.6 million, and $21.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(5)The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.

Yield/rate and volume analysis

The tables below present the components of the changes in net interest income for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. 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.

Year ended December 31, 2024 compared to year ended December 31, 2023 due to changes in

Year ended December 31, 2025 compared to year ended December 31, 2024 due to changes in

(dollars in thousands)

Volume

Yield/rate

Net increase(decrease)

Interest-earning assets:

Loans HFI(1)(2)

3107,~~218~~325

23(5,~~611~~454)

26101,~~829~~871

Loans held for sale - mortgage

~~681~~4,658

(51104)

~~630~~4,554

Loans held for sale - commercial

(162)

—

(162)

Investment securities:

Taxable

3(1,~~345~~520)

199,~~455~~370

227,~~800~~850

Tax-exempt(2)

(~~3,109~~919)

~~(142)~~156

(~~3,251~~763)

Federal funds sold and reverse repurchase agreements

~~584~~3,507

~~321~~(1,188)

~~905~~2,319

Interest-bearing deposits with other financial institutions

(~~1,806~~702)

~~741~~(6,110)

(16,~~065~~812)

FHLB stock

(616)

301

(315)

Restricted equity securities, at cost

424

(350)

Total interest income(2)

2112,~~135~~773

44(3,~~236~~680)

46109,~~371~~093

Interest-bearing liabilities:

Interest-bearing checking deposits

(72,~~235~~522)

5(19,~~519~~465)

(121,~~716~~987)

Money market deposits

934,~~574~~603

11(17,~~296~~324)

2017,~~870~~279

Savings deposits

(41)

35537

~~(6)~~578

Customer time deposits

(111,~~470)~~836

11(3,~~748~~683)

108,~~278~~153

Brokered and internet time deposits

810,~~518~~509

(~~418~~1,670)

8,~~100~~839

Securities sold under agreements to repurchase and federal funds purchased

(~~146~~74)

(~~157~~198)

(~~303~~272)

Federal Home Loan Bank advances

~~(1,487)~~418

—

~~(1,487)~~418

Subordinated debt

~~174~~68

~~(2,638)~~286

~~(2,464)~~354

Other borrowings

4(3,~~530~~070)

40(1,501)

(4,~~570~~571)

Total interest expense

1251,~~417~~809

25(43,~~425~~018)

378,~~842~~791

Change in net interest income(2)

~~(10~~60,~~282)~~964

1839,~~811~~338

8100,~~529~~302

(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 $23.63 million and $32.36 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

4752

Year ended December 31, 2023 compared to year ended December 31, 2022


	Year ended December 31, 2024 compared to year ended December 31, 2023 due to changes in
(dollars in thousands)	Volume		Yield/rate		Net increase (decrease)
Interest-earning assets:
Loans HFI(1)(2)	$	3,218	$	23,611	$	26,829
Loans held for sale - mortgage	681		(51)		630
Loans held for sale - commercial	(162)		—		(162)
Investment securities:
Taxable	3,345		19,455		22,800
Tax-exempt(2)	(3,109)		(142)		(3,251)
Federal funds sold and reverse repurchase agreements	584		321		905
Interest-bearing deposits with other financial institutions	(1,806)		741		(1,065)
Restricted equity securities, at cost	(616)		301		(315)
Total interest income(2)	2,135		44,236		46,371
Interest-bearing liabilities:
Interest-bearing checking deposits	(7,235)		5,519		(1,716)
Money market deposits	9,574		11,296		20,870
Savings deposits	(41)		35		(6)
Customer time deposits	(1,470)		11,748		10,278
Brokered and internet time deposits	8,518		(418)		8,100
Securities sold under agreements to repurchase and federal funds purchased	(146)		(157)		(303)
Federal Home Loan Bank advances	(1,487)		—		(1,487)
Subordinated debt	174		(2,638)		(2,464)
Other borrowings	4,530		40		4,570
Total interest expense	12,417		25,425		37,842
Change in net interest income(2)	$	(10,282)	$	18,811	$	8,529

	Year ended December 31, 2023 compared to year ended December 31, 2022 due to changes in
(dollars in thousands on a tax-equivalent basis)	Volume		Yield/rate		Net increase(decrease)
Interest-earning assets:
Loans HFI(1)(2)	$	50,709	$	119,478	$	170,187
Loans held for sale - mortgage	(10,801)		6,272		(4,529)
Loans held for sale - commercial	(618)		(1,847)		(2,465)
Investment securities:
Taxable	(1,377)		3,165		1,788
Tax-exempt(2)	(477)		235		(242)
Federal funds sold and reverse repurchase agreements	(4,337)		6,721		2,384
Interest-bearing deposits with other financial institutions	(7,223)		35,600		28,377
FHLB stock	(328)		2,114		1,786
Total interest income(2)	25,548		171,738		197,286
Interest-bearing liabilities:
Interest-bearing checking deposits	(7,384)		67,288		59,904
Money market deposits	25,836		77,501		103,337
Savings deposits	(48)		39		(9)
Customer time deposits	8,455		25,241		33,696
Brokered and internet time deposits	4,978		271		5,249
Securities sold under agreements to repurchase and federal funds purchased	31		572		603
Federal Home Loan Bank advances	(7,297)		3,201		(4,096)
Subordinated debt	(33)		3,267		3,234
Other borrowings	63		25		88
Total interest expense	24,601		177,405		202,006
Change in net interest income(2)	$	947	$	(5,667)	$	(4,720)

(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 $32.36 million, and $3.03 million for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Provision 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. ~~Refer to Note 1, “Basis of presentation” in the notes to our consolidated financial statements for a detailed discussion regarding ACL methodology.~~

Our allowance for credit losses calculation as of December 31, ~~2024~~2025 ~~and 2023~~ 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. Our calculation as of December 31, 2024 included economic forecasts for unemployment, gross domestic product, as well as other macroeconomic events which may impact our loan portfolio, such as supply chain concerns and global conflicts. These factors may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses.

48Beginning 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. 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.

We recognized a provision for credit losses on loans HFI for the years ended December 31, 2024 and 2023 of $14.7 million and $16.7 million, respectively. The current period provision on loans HFI is due to growth in loan balances for most loan categories, an increase in net charge-offs and slight deterioration in economic forecasts offset by significant decreases in construction lending. For the year ended December 31, 2023, the current period provision on loans HFI was impacted by three commercial and industrial relationships moving to nonaccrual status and the deteriorating economic forecasts.53

WeThese ~~recorded~~changes represent a ~~reversal~~change ofin ~~provision~~accounting ~~for~~estimate ~~credit~~under ~~losses~~ASC on250, ~~unfunded~~“Accounting ~~commitments~~Changes ~~of $2.7 million~~ and ~~$14.2~~Error ~~million for the years ended December 31~~Corrections”, ~~2024~~ and ~~2023~~, ~~respectively. The reversal of provision for credit losses on unfunded commitments for the years ended December 31~~accordingly, ~~2024 and 2023~~ is ~~primarily~~applied ~~due~~prospectively toin ~~management's concentrated effort to reduce unfunded loan commitments during~~ the ~~periods~~period ~~indicated~~of ~~including~~change aand ~~$227.7~~did ~~million~~not ~~and~~have a ~~$913.2~~material ~~million~~effect ~~decrease~~on ~~in our construction category for~~ the ~~years~~Company’s ~~ended~~financial ~~December 31,~~statements. ~~2024~~See ~~and~~“Note ~~2023~~1, ~~respectively.~~“Basis ~~Decreases~~of inpresentation ~~commitment balances for construction~~ and ~~commercial~~summary ~~real~~of ~~estate~~significant ~~were~~accounting ~~partially~~policies” ~~offset by increases~~ in ~~commercial~~this ~~and~~Report ~~industrial and residential segments. Decreases in commitment balances~~ for ~~construction~~further ~~resulted~~discussion inon athe ~~$2.6~~change ~~million and $14.2 million decrease~~ in ~~ACL for the years ended December 31, 2024 and 2023, respectively~~estimate.

~~During~~The ~~the~~discounted ~~years~~cash ~~ended~~flow ~~December 31,~~was ~~2024~~calibrated using a regression analysis that relates one or more economic variables to our historical default rates and ~~2023,~~selected itpeer ~~was~~banks for each loan segment. We determined that ~~all~~national ~~AFS~~unemployment, ~~debt~~national ~~securities~~housing ~~that~~price ~~experienced~~index, anational ~~decline~~commercial inreal ~~fair~~estate ~~value~~index ~~below~~and ~~amortized~~prime ~~cost~~rates ~~basis~~were the key economic variables that were ~~due~~most correlated to ~~noncredit-related~~our ~~factors~~historical loss performance and our peer banks. ~~Therefore,~~Reasonable ~~there~~and ~~was~~supportable noforecasts ~~provision~~of ~~for~~these economic indicators are utilized within the discounted cash flow to estimate expected credit losses ~~recognized~~for oneach ~~AFS~~loan ~~debt~~segment. ~~securities~~Current ~~during~~and ~~the~~forecast ~~years~~economic ~~ended December 31~~conditions, ~~2024~~including those affecting these and ~~2023~~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. Refer to 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, 2024, for a detailed discussion regarding ACL methodology.

We recognized a provision for credit losses on loans HFI for the years ended December 31, 2025 and 2024 of $33.2 million and $14.7 million, respectively. The current period provision on loans HFI was driven by a $25.1 million initial provision on acquired non-PCD loans HFI from the Southern States merger and regular changes in loan balances and forecast inputs offset by a $6.8 million reduction from the impact of the change in the CECL loss estimation methodology. For the year ended December 31, 2024, the provision on loans HFI is due to growth in loan balances for most loan categories, an increase in net charge-offs and slight deterioration in economic forecasts offset by significant decreases in construction lending.

We recorded a provision for credit losses on unfunded commitments of $10.1 million and a reversal of $2.7 million for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, the increase in provision for credit losses on unfunded commitments was due largely to the $6.5 million impact of the change in the CECL loss estimation methodology combined with $3.2 million for the initial provision on acquired unfunded commitments associated with the Southern States merger. The reversal of provision for credit losses on unfunded commitments for the year ended December 31, 2024 was primarily due to management’s concentrated effort to reduce unfunded loan commitments during the period.

During the years ended December 31, 2025 and 2024, 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 years ended December 31, 2025 and 2024.

Noninterest income

The following table sets forth the components of noninterest income for the periods indicated:

Years Ended December 31,

(dollars in thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Mortgage banking income

4652,~~634~~444

4446,~~692~~634

7344,~~580~~692

Investment services and trust income

1416,~~191~~333

1114,~~320~~191

811,~~866~~320

Service charges on deposit accounts

1315,~~234~~104

1213,~~154~~234

12,~~049~~154

ATM and interchange fees

1112,~~465~~089

1011,~~282~~465

1510,~~600~~282

Loss from investment securities, net

(5660,~~378~~457)

(1356,~~973~~378)

(~~376~~13,973)

Loss on sales or write-downs of premises and equipment, other real estate owned and other assets

(21,~~167~~166)

(272,167)

(~~265~~27)

Other income

129,~~091~~563

612,~~095~~091

56,~~213~~095

Total noninterest income

3943,~~070~~910

7039,~~543~~070

~~114~~70,~~667~~543

Noninterest income amounted to $39.1 million for the year ended December 31, 2024, a decrease of $31.5 million, or 45%, as compared to $70.5 million for the year ended December 31, 2023. The decrease in total noninterest income was driven by the net loss from investment securities and net loss on write-downs of premises and equipment, offset by increases in investment services and trust income and other noninterest income. 54

~~Mortgage~~Year ~~banking~~ended income primarily includes origination fees and realized gains and losses on the sale of mortgage loans, unrealized change in fair value of mortgage loans and derivatives, and mortgage loan servicing fees, which includes the net change in fair value of MSRs and related derivatives. Mortgage banking income was $46.6December ~~million~~31, an2025 ~~increase of $1.9 million~~ compared to ~~the~~year ~~prior~~ended ~~year.~~December 31, 2024

~~Investment~~Noninterest ~~services and trust~~ income isamounted ~~comprised~~to ~~of wealth management fees and trust and insurance income. Investment services and trust income increased~~ $243.9 million ~~during~~for the year ended December 31, ~~2024~~2025, toan increase of $144.28 million, as compared to income of $1139.31 million ~~during~~for the year ended December 31, ~~2023~~2024. The increase isin ~~primarily~~total ~~attributable~~noninterest toincome ~~fees~~was ~~earned~~driven ~~from~~by ~~higher~~increases ~~assets~~in ~~under~~mortgage ~~management~~banking ~~stemming~~income, ~~from~~investment ~~market~~services ~~value improvement~~ and ~~existing~~trust ~~account~~income ~~growth,~~and asservice ~~well~~charges ason ~~customer~~deposits ~~acquisition~~offset ~~efforts~~by ~~through a mix of financial advisors joining~~ the ~~Company~~net ~~bringing~~loss ~~new~~from ~~business~~investment securities and ~~the~~decreases ~~addition~~in ofother ~~new accounts by the financial advisors already at the Company~~income.

~~Service~~Mortgage ~~charges~~banking income includes origination fees, gains and losses on ~~deposit~~the ~~accounts~~sale ~~include~~of ~~overdraft~~mortgage ~~fees~~loans, ~~account~~changes ~~analysis~~in ~~fees~~fair ~~and~~value ~~other~~of ~~customer~~mortgage ~~transaction-~~loans and related ~~service~~derivatives, ~~charges.~~as ~~Service~~well ~~charges~~as onmortgage ~~deposit~~servicing ~~accounts~~income, ~~increased~~which includes the change in fair value of MSRs and related derivatives. Mortgage banking income was $152.14 million ~~during~~for the year ended December 31, ~~2024~~2025, an increase of $5.8 million compared to the prior period. The increase includes an increase from gains on sale and related fair value changes of $135.20 million to $38.7 million asin the current period compared to $1233.27 million ~~during~~in the ~~year~~prior ~~ended~~period. ~~December~~This was impacted by the increase in interest rate lock volume of $196.7 31million, ~~2023~~or 13.5% during the current period over the same period in the prior year.

~~ATM~~Investment services and ~~interchange~~trust ~~fees represent~~ income ~~related~~is tocomprised ~~customers'~~of ~~utilization~~wealth ofmanagement ~~their~~fees ~~debit~~and ~~cards~~trust and ~~interchange~~insurance income. ~~ATM~~This ~~and~~caption ~~interchange~~increased ~~fees were~~ $112.5 1 million ~~for~~during the year ended December 31, ~~2024,~~2025 to $16.3 million as compared to $1014.32 million ~~for~~during the year ended December 31, ~~2023~~2024. This growth was driven primarily by higher fees resulting from increased assets under management in existing accounts, supported by favorable market conditions.

49Service charges on deposit accounts include overdraft fees, account analysis fees and other customer transaction-related service charges. Service charges on deposit accounts increased $1.9 million during the year ended December 31, 2025 to $15.1 million as compared to $13.2 million during the year ended December 31, 2024. The increase was primarily due to the increase in deposit accounts from the Southern States merger.

~~Net~~ATM ~~loss~~and ~~from~~interchange ~~investment~~fees ~~securities~~represent ~~was~~income ~~$56.4~~related ~~million~~to ~~for~~customers' ~~the~~utilization ~~year~~of ~~ended~~their ~~December 31,~~debit ~~2024~~cards ~~compared~~and tointerchange aincome. ~~net~~ATM ~~loss~~and ofinterchange fees were $1412.01 million for the year ended December 31, ~~2023.~~2025, ~~The~~compared ~~net~~to ~~loss~~$11.5 ~~from~~million ~~investment~~for ~~securities during~~ the year ended December 31, 2024 ~~stemmed from the sale of $526~~.4 million of AFS debt securities while the net loss in the prior year primarily related to the sale of $100.5 million of AFS debt securities during that period. The proceeds from the investment securities sales in both years were reinvested into higher yielding AFS securities. Refer to the section “Other earning assets” for additional information on the sale of the AFS debt securities.

Net loss onfrom ~~sales~~investment orsecurities ~~write-downs~~was of$60.5 ~~premises~~million ~~and~~for ~~equipment,~~the ~~other~~year ~~real~~ended ~~estate~~December 31, ~~owned~~2025 ~~and~~compared ~~other~~to ~~assets was~~ $256.24 million for the year ended December 31, 2024. ~~compared~~The tonet ~~$27~~loss ~~thousand~~from ~~for~~investment securities during the year ended December 31, ~~2023.~~2025 ~~The~~was ~~loss~~the onresult ~~sales~~of ormanagement's ~~write-downs~~election to sell $266.9 million of ~~premises~~AFS ~~and~~debt ~~equipment,~~securities ~~other~~compared ~~real~~to ~~estate~~$526.4 ~~owned~~million ~~and~~of ~~other~~AFS ~~assets~~debt securities sold during the prior year ~~ended~~period. ~~December 31,~~Refer ~~2024~~to isthe ~~primarily~~section ~~due~~“Other toearning aassets” ~~$2.3~~for ~~million~~additional ~~impairment~~information ~~charge~~ on ~~two~~the ~~facilities~~sale ~~which~~of ~~will~~the beAFS ~~decommissioned~~debt securities.

~~Other~~Net ~~income~~loss ison ~~comprised~~sales ofor ~~income~~write-downs ~~recognized that does not typically fit into one~~ of ~~the~~premises ~~other noninterest income categories~~ and ~~includes primarily BOLI income~~equipment, ~~swap~~other ~~fees,~~real ~~equity~~estate ~~investment~~owned ~~income,~~ and ~~prior~~other toassets ~~2024, change in fair value of commercial loans held for sale. Other income~~ increased $61.0 million tofor ~~$12.1 million during~~ the year ended December 31, ~~2024 as compared to $6~~2025.1 ~~million~~The ~~during the year ended December 31, 2023. This~~ increase was ~~primarily~~driven ~~related~~by to a $2.13 million ~~increase~~impairment incharge ~~BOLI~~on ~~income~~two ~~resulting~~decommissioned ~~from~~facilities ~~proceeds~~recognized ~~from payment of death benefits~~ during the year ended December 31, 2024, anoffset by a $1.90 million increase in ~~equity~~losses ~~investments~~on ~~income~~sales and awrite ~~$2.1~~downs ~~million loss recorded during the year ended December 31, 2023 associated with the change in fair value~~ of ~~the~~other ~~commercial~~real ~~loans~~estate ~~held~~owned ~~for~~and ~~sale~~other ~~portfolio~~assets ~~that was exited~~ during the year ended December 31, ~~2023~~2025.

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 decreased $2.5 million to $9.6 million during the year ended December 31, 2025 as compared to $12.1 million during the year ended December 31, 2024. This decrease was primarily driven by a $2.3 million loss associated with an equity method investment during the year ended December 31, 2025.

Noninterest expense

The following table sets forth the components of noninterest expense for the periods indicated:

	Years Ended December 31,
(dollars in thousands)		~~2024~~2025		~~2023~~2024		~~2022~~2023
Salaries, commissions and employee benefits		$	~~183~~217,~~813~~721	$	~~203~~183,~~441~~813	$	~~211~~203,~~491~~441
Occupancy and equipment expense		2628,~~250~~085		2826,~~148~~250		2328,~~562~~148
Data processing		9,642		9,230		9,315
Merger and integration costs		23,803		—		—
Legal and professional fees		7,679		8,890		15,028
Data processing		9,740		9,642		9,230
Advertising		79,~~007~~582		87,~~267~~007		118,~~208~~267
Amortization of core deposit and other intangibles		2,947		3,659		4,585
Legal and professional fees		8,148		7,679		8,890
Mortgage restructuring expense		—		—		12,458
Amortization of core deposit and other intangibles		5,298		2,947		3,659
Other expense		5975,~~561~~837		6359,~~294~~561		6063,~~699~~294
Total noninterest expense		$	~~296~~378,~~899~~214	$	~~324~~296,~~929~~899	$	~~348~~324,~~346~~929

~~Noninterest~~Year ~~expense decreased by $28.0 million, or 9%, during the year~~ ended December 31, ~~2024~~2025 ~~to $296.9 million as~~ compared to ~~$324.9 million in the~~ year ended December 31, ~~2023. The decrease in noninterest expense was attributable to decreases in salaries and employee benefits, occupancy expense, legal and professional fees, advertising, and other noninterest expense.~~2024

~~Salaries,~~Noninterest ~~commissions and employee benefits~~ expense isincreased ~~comprised~~by of$81.3 million, ~~salaries~~or ~~and wages in addition to other employee benefit costs and represents the largest component of noninterest expense~~27.4%, ~~For~~during the year ended December 31, ~~2024,~~2025 ~~salaries, commissions and employee benefits expense decreased $19.6 million, or 10%,~~ to $~~183~~378.82 million as compared to $~~203~~296.49 million ~~for~~in the year ended December 31, ~~2023~~2024. ~~This~~The ~~change~~increase in noninterest expense was attributable to ~~the~~increases ~~impact~~in ofsalaries ~~the Company’s efficiency~~ and ~~scalability~~employee ~~initiatives~~benefits, ~~partially~~merger ~~offset~~and byintegration ~~increases~~costs toassociated ~~incentive~~with ~~expense recognized as a result of~~ the ~~Company's~~Southern ~~overall~~States ~~performance.~~merger ~~Additionally contributing to this decrease was a $10.3 million decrease from the Company applying an updated deferral methodology for loan fees~~ and ~~loan~~other ~~origination~~noninterest ~~expenses~~expense.

~~Occupancy~~Salaries, commissions and ~~equipment~~employee benefits expense ~~includes~~is ~~occupancy,~~comprised ~~depreciation~~of salaries and ~~equipment~~wages in addition to other employee benefit costs and represents the largest component of noninterest expense. ~~Occupancy~~Salaries, commissions and ~~equipment~~employee benefits expense ~~decreased~~increased $133.9 million, or 18.4%, to $217.7 million ~~during~~for the year ended December 31, ~~2024~~2025 ~~to $26.3 million~~ as compared to $28183.18 million ~~during~~for the year ended December 31, ~~2023~~2024. ~~The~~This ~~decrease~~change was ~~primarily~~ driven by aincreases ~~$1.8~~in ~~million~~the ~~loss~~salaries onand ~~lease~~benefit ~~terminations~~costs ~~primarily~~due ~~associated~~to ~~with~~increased ~~branch~~headcount ~~closures~~resulting ~~recognized~~from ~~during~~ the ~~year~~Southern ~~ended~~States ~~December 31~~merger, ~~2023.~~combined with an increase in performance-based compensation driven by improvement in the Company’s performance metrics.

50Occupancy and equipment expense includes occupancy, depreciation and equipment expense. Occupancy and equipment expense of $28.1 million and $26.3 million was recognized for the years ended December 31, 2025 and 2024. The increase was driven by the expansion of our branch network in connection with the Southern States merger.

~~Data~~Merger ~~processing~~and isintegration ~~comprised~~costs ofinclude ~~all~~costs ~~third-party~~associated ~~core~~with ~~operating~~the ~~system~~merger, integration and ~~processing~~conversion ~~charges~~of asbusiness ~~well as payroll processing~~combinations. ~~Data~~Merger ~~processing~~and ~~fees~~integration costs were $923.68 million for the year ended December 31, ~~2024,~~2025 ~~compared~~associated towith $9the merger with Southern States.2 ~~million~~These ~~for~~costs ~~the~~primarily ~~year~~include ~~ended~~legal ~~December 31~~and professional fees, ~~2023~~severance and other employee-related costs, and costs associated with branch consolidation, conversion and integration activities.

~~Legal~~Data ~~and~~processing ~~professional~~is ~~fees~~comprised ~~represent~~of ~~fees~~all ~~incurred~~third-party ~~for~~core ~~the~~operating ~~various~~systems ~~support~~and ~~functions,~~processing ~~which~~charges ~~includes~~as ~~legal,~~well ~~consulting,~~as ~~outsourcing~~payroll ~~and other professional related fees~~processing. ~~Legal~~Data ~~and~~processing ~~professional~~ fees ~~decreased~~were by $19.27 million ~~during~~for the year ended December 31, ~~2024~~2025, ~~to $7.7 million as~~ compared to $8.9.6 million ~~during~~for the year ended December 31, ~~2023~~2024. ~~The decrease was primarily driven by the completion of internal projects in the prior year.~~

Advertising includes expenses related to sponsorships, advertising, marketing, customer relations and business development and public relations. During the year ended December 31, ~~2024~~2025, advertising expense ~~decreased~~increased $12.36 million to $79.06 million compared to $87.30 million during the year ended December 31, ~~2023~~2024. This ~~decrease~~increase was primarily attributable to customer marketing ~~rebate~~campaigns ~~activity~~during ~~with~~year ~~partners~~ended ~~earned~~December 31, ~~through~~2025 ~~higher~~combined ~~transaction~~with ~~volumes~~favorable, ~~during~~volume ~~the~~based ~~year~~marketing ~~ended~~rebate ~~December 31,~~activity ~~2024~~recorded ~~compared~~in to the prior year ~~ended December 31, 2023~~period.

~~Amortization~~Legal ~~of core deposit~~ and ~~other~~professional ~~intangibles~~fees ~~were~~represent ~~$2.9~~fees ~~million~~incurred for the ~~year~~various ~~ended~~support ~~December 31~~functions, ~~2024~~which includes legal, ~~compared~~consulting, tooutsourcing and other professional related fees. Legal and professional fees were $38.1 million and $7.7 million for the ~~year~~years ended December 31, ~~2023~~2025 and 2024, respectively.

~~Mortgage~~Amortization ~~restructuring~~of ~~expense~~core isdeposit ~~related~~and toother ~~the~~intangibles ~~exit~~was ~~from~~$5.3 ~~our~~million ~~direct-to-consumer~~for ~~internet delivery channel during~~ the year ended December 31, ~~2022.~~2025, ~~This~~compared ~~expense~~to ~~primarily~~$2.9 ~~included~~million ~~salaries,~~for ~~commissions~~the ~~and~~year ~~employee~~ended ~~benefits expense~~December 31, ~~including~~2024. ~~severance~~The ~~and~~increase ~~the~~was ~~acceleration~~primarily ofdue ~~vesting~~to ~~on restricted stock units~~$3.0 ~~Other~~million ~~components~~ of ~~this~~amortization ~~expense~~associated ~~included~~with ~~software~~the ~~license~~core ~~and~~deposit ~~maintenance~~intangible ~~fees,~~assumed anwith ~~impairment~~the ofmerger ~~our operating lease right-~~of~~-use~~ ~~assets~~Southern ~~and a loss on disposal of fixed assets~~States.

Other noninterest expense primarily includes mortgage servicing expenses, regulatory fees and deposit insurance assessments, software license and maintenance fees and various other miscellaneous expenses. Other noninterest expense decreased $3.7 million during the year ended December 31, 2024 to $59.6 million compared to $63.3 million during the year ended December 31, 2023. The decrease was primarily related to a $4.4 million decrease in franchise tax expense.56

Other noninterest expense increased $16.3 million during the year ended December 31, 2025 to $75.8 million compared to $59.6 million during the year ended December 31, 2024. The increase was attributable to a $4.7 million increase in franchise tax expense, a $2.4 million increase of technology and platform fees and modest increases across a range of other expense categories, including software license and maintenance fees, 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 acalculated to measure of 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. ~~This~~We ~~ratio~~calculate isthis ~~calculated~~ratio by dividing noninterest expense by the sum of net interest income and noninterest income. For aan ~~core~~adjusted efficiency ratio, we exclude certain gains, losses and expenses we do not consider core to our business.

Our efficiency ratio was 6567.25% and 6865.02% for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 5756.34% and 6257.93% for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.

Income taxes

Income tax expense was $3015.69 million and $30.16 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. This represents effective tax rates of 2011.95% and 20.09% for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The primary differences ~~from~~between the ~~enacted~~effective ~~Federal~~tax rates ~~are~~and ~~applicable~~the ~~state~~enacted ~~income~~federal ~~taxes~~statutory ~~and~~rate ~~certain~~was ~~expenses~~primarily ~~that~~driven ~~are~~by ~~not~~a ~~deductible,~~one‑time ~~reduced~~gross ~~for~~tax ~~non-taxable~~benefit ~~income~~of $10.7 ~~Refer~~million related to ~~Note~~the 12expiration ~~“Income~~of ~~taxes”~~the instatute ~~the~~of ~~notes~~limitations toassociated ~~the~~with ~~consolidated~~an ~~financial~~amended ~~statements~~income ~~for~~tax ~~additional~~return ~~information~~and ~~regarding~~related ~~the~~interest, ~~Company’s~~as well as interest income on tax ~~expense~~refunds and ~~effective~~ tax‑exempt ~~rates~~municipal interest income, net of interest disallowance. These favorable impacts were partially offset by applicable state income taxes and certain non‑deductible expenses, including limitations under Section 162(m) limitations.

51For the year ended December 31, 2025, income tax expense also reflects the income tax effect of a $60.5 million loss on sale of AFS debt securities. For the year ended December 31, 2024, income tax expense included the income tax effect of loss on sale of AFS debt securities of $56.4 million. Refer to Note 13 “Income taxes” in the notes to the consolidated financial statements for additional information regarding our income tax expense and effective tax rates.

Financial condition

The following discussion of our financial condition compares balances as of December 31, ~~2024~~2025 and ~~2023~~2024.

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:

	December 31,
	2024								2023
	2025								2024
(dollars in thousands)	Committed		Amount Outstanding		% of total outstanding		Committed		Amount Outstanding		% of total outstanding
Loan Type:
Commercial and industrial	$	3,~~062~~646,~~626~~142	$	12,~~691~~181,~~213~~935	18	%	$	23,~~982~~062,~~967~~626	$	1,~~720~~691,~~733~~213	18	%
Construction	1,~~585~~893,~~865~~275		1,~~087~~188,~~732~~494		1110	%	21,~~123~~585,~~177~~865		1,~~397~~087,~~313~~732		1511	%
Residential real estate:
1-to-4 family mortgage	1,~~624~~855,~~053~~064		1,~~616~~838,~~754~~122		1715	%	1,~~569~~624,~~525~~053		1,~~568~~616,~~552~~754		17	%
Residential line of credit	1,~~336~~569,~~506~~351		~~602~~741,~~475~~309		6	%	1,~~231~~336,~~038~~506		~~530~~602,~~912~~475		6	%
Multi-family mortgage	~~665~~752,~~813~~058		~~653~~745,~~769~~360		76	%	~~627~~665,~~387~~813		~~603~~653,~~804~~769		67	%
Commercial real estate:
Owner-occupied	12,~~436~~241,~~424~~135		12,~~357~~148,~~568~~870		1417	%	1,~~305~~436,~~503~~424		1,~~232~~357,~~071~~568		1314	%
Non-owner occupied	2,~~154~~965,~~027~~536		2,~~099~~900,~~129~~499		2223	%	2,~~026~~154,~~491~~027		12,~~943~~099,~~525~~129		2122	%
Consumer and other	~~507~~659,~~175~~567		~~493~~639,~~744~~037		5	%	~~437~~507,~~382~~175		~~411~~493,~~873~~744		45	%
Total loans	$	1215,~~372~~582,~~489~~128	$	912,~~602~~383,~~384~~626	100	%	$	12,~~303~~372,~~470~~489	$	9,~~408~~602,~~783~~384	100	%

Our loans HFI portfolio is our most significant earning asset, comprising 73.0% and 74.6% of our total assets at December 31, 2024 and 2023, 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 are also party to loan syndications and participations from other banks (collectively, “participated loans”). As of December 31, 2024 and 2023, loans HFI included approximately $177.6 million and $254.6 million, respectively, related to participated loans.57

WeOur ~~also~~loans ~~sell~~HFI ~~loan~~portfolio ~~participations~~is toour ~~unaffiliated~~most ~~third-parties~~significant asearning ~~part~~asset, comprising 76.0% and 73.0% of our ~~credit~~total ~~risk~~assets ~~management~~at December 31, 2025 and ~~balance~~2024, ~~sheet~~respectively. ~~management~~Our strategy. ~~During~~is ~~the~~to ~~years~~grow ~~ended~~our ~~December 31,~~loan ~~2024~~portfolio by originating quality commercial and ~~2023,~~consumer wetype ~~sold~~loans ~~$25.3~~that ~~million~~comply with our credit policies and ~~$55.8~~that ~~million~~produce inrevenues ~~loan~~consistent ~~participations,~~with ~~respectively.~~our ~~All~~financial ~~loans,~~objectives. ~~whether~~Our oroverall ~~not~~lending weapproach ~~act~~is asprimarily afocused ~~participant,~~on ~~are~~providing ~~underwritten~~credit to ~~the~~our ~~same~~customers ~~standards~~directly asin ~~all~~the ~~other~~markets ~~loans~~ we ~~originate~~serve. WeHowever, ~~believe~~we ~~our~~also participate in loan ~~portfolio~~syndications isand ~~well-balanced~~participations from other banks (collectively, ~~which~~“participated ~~provides~~loans”). usAs ~~with~~of ~~the~~December 31, ~~opportunity~~2025 toand ~~grow~~2024, ~~while~~loans ~~monitoring~~HFI ~~our~~included ~~loan~~approximately ~~concentrations~~$433.2 million and $177.6 million, respectively, related to participated loans.

~~Loan~~We ~~concentrations~~also ~~are~~sell ~~considered~~loan participations to ~~exist~~unaffiliated ~~when~~third-parties ~~there~~as ~~are~~part ~~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~~credit ~~portfolio~~risk tomanagement ~~the~~and ~~general~~balance ~~economic~~sheet ~~conditions~~management ~~within the state~~strategy. ~~The~~During ~~risks created by this concentration have been considered by management in~~ the ~~determination~~years ofended ~~the appropriateness of the allowance for credit losses on loans HFI. As of~~ December 31, ~~2024~~2025 and ~~2023~~2024, ~~there~~we ~~were~~sold no$24.3 ~~concentrations~~million ofand ~~loans~~$25.3 ~~exceeding~~million ~~10%~~loan ofparticipations, ~~total~~respectively. All loans, ~~other~~whether ~~than~~or ~~our~~not ~~geographic~~we ~~exposure~~act toas ~~Tennessee~~a ~~and Alabama~~participant, asare ~~well~~underwritten asto the ~~categories~~same ofstandards ~~loans~~as ~~disclosed~~all inother ~~the~~loans ~~table~~we ~~above~~originate. We believe our loan portfolio is ~~diversified~~well-balanced, ~~relative~~which toprovides ~~industry~~us ~~concentrations~~with ~~across~~ the ~~various~~opportunity ~~loan portfolio categories. For additional details related~~ to ~~the~~grow ~~concentrations~~while ~~within~~monitoring our loan ~~portfolio, refer to the industry classification and collateral property type concentration tables detailed later in this section~~concentrations.

~~Banking~~Loan ~~regulators~~concentrations ~~have~~are ~~established~~considered ~~guidelines~~to ofexist ~~less~~when ~~than~~there ~~100%~~are ofamounts ~~tier~~loaned 1to ~~capital~~a ~~plus~~number ~~allowance~~of ~~for~~borrowers ~~credit~~engaged ~~losses~~ in ~~construction~~similar ~~lending~~activities ~~and~~that ~~less~~would ~~than~~cause ~~300%~~them ofto ~~tier~~be 1similarly ~~capital~~impacted ~~plus~~by ~~allowance~~economic ~~for~~or ~~credit~~other ~~losses~~conditions. inOur ~~commercial~~lending ~~real~~activity ~~estate~~is ~~lending~~heavily ~~that~~concentrated ~~management~~in ~~monitors~~the asgeographic ~~part~~market ofareas we serve, with the ~~risk~~highest ~~management~~concentration ~~process~~in Tennessee. ~~The~~This ~~construction~~geographic concentration ~~ratio~~subjects isour aloan ~~percentage~~portfolio ofto the ~~outstanding~~general ~~construction~~economic ~~and~~conditions ~~land~~within ~~development~~the ~~loans~~state. toThe ~~total~~risks ~~tier~~created 1by ~~capital~~this ~~plus~~concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses on loans HFI. ~~The~~As ~~commercial~~of ~~real~~December 31, ~~estate~~2025 ~~concentration~~and ~~ratio~~2024, isthere awere ~~percentage~~no concentrations of ~~the~~loans ~~outstanding~~exceeding ~~balance~~10% of ~~non-owner~~total ~~occupied~~loans ~~commercial~~other ~~real~~than ~~estate,~~our ~~multifamily~~geographic exposure to Tennessee, Alabama and ~~construction~~Georgia, ~~and~~as ~~land~~well ~~development~~as the categories of loans todisclosed ~~tier~~in 1the ~~capital~~table ~~plus~~above. ~~allowance~~We ~~for~~believe ~~credit~~our ~~losses.~~loan ~~Management~~portfolio ~~strives~~is diversified relative to ~~operate~~industry ~~within~~concentrations across the ~~thresholds~~various ~~set~~loan ~~forth~~portfolio ~~above~~categories. ~~When~~For additional details related to the concentrations within our ~~ratios~~loan ~~are~~portfolio, inrefer ~~excess~~to ofthe ~~one~~industry orclassification ~~both~~and ofcollateral property type concentration tables detailed later in this section.

52Banking 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.

~~these~~The ~~guidelines,~~table ~~banking~~below ~~regulators~~shows ~~generally~~concentration ~~require~~ratios anfor ~~increased~~the ~~level~~Bank ofand ~~monitoring~~Company inas ~~these~~of ~~lending~~December 31, ~~areas~~2025 byand ~~management~~2024.

The table below shows concentration ratios for the Bank and Company as of December 31, 2024 and 2023.


	As a percentage (%) of Tier 1 capital plus allowance for credit losses
	FirstBank		FB Financial Corporation
December 31, 2025
Construction	64.6	%	65.6	%
Commercial real estate	264.5	%	268.4	%
December 31, 2024
Construction	70.1	%	67.1	%
Commercial real estate	249.3	%	238.5	%

	As a percentage (%) of tier 1 capital plus allowance for credit losses
	FirstBank		FB Financial Corporation
December 31, 2024
Construction	70.1	%	67.1	%
Commercial real estate	249.3	%	238.5	%
December 31, 2023
Construction	93.3	%	91.2	%
Commercial real estate	265.1	%	259.0	%


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 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 for first time home buyers. 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 the funds received from the sale or refinancing of the property or rental income from such 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.

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 may also include collateralization by inventory, accounts receivable, equipment and personal guarantees.
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.
1-4 family mortgage loans.			Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, including manufactured homes with real estate, which are both owner-occupied and investor owned. Repayment depends primarily upon the cash flow of the borrower as well as the value of the real estate collateral.
Residential line of credit loans.			Our residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 residential properties. Repayment depends primarily upon 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, churches and agricultural based 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, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale or refinancing of the property or rental income from such property.
Consumer and other loans.			Consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans, manufactured homes (without real estate) 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. Other loans also include loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing.

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.

	December 31, 2024
	December 31, 2025
(dollars in thousands)	Committed		Amount Outstanding		Nonperforming(1)
Commercial and industrial
Real estate rental and leasing	$	~~473~~498,~~132~~947	$	~~282~~310,~~801~~780	$	~~463~~—
Finance and insurance	~~439~~489,~~596~~183		~~271~~294,~~731~~801		—
Construction	~~391~~446,~~811~~795		~~105~~156,~~421~~596		~~1,060~~660
Manufacturing	~~255~~337,~~070~~864		~~171~~241,~~614~~406		—862
Wholesale trade	~~186~~295,~~446~~081		98183,~~032~~262		151
Professional, scientific and technical services	186,189		108,155		9
Information	252,924		183,985		—
Information	178,395		88,722		—
Professional, scientific and technical services	239,088		132,802		34
Educational services	~~171~~166,~~669~~640		5349,~~191~~370		20—
Other services (except public administration)	126,305		81,179		17
Retail trade	133,548		92,858		556
Retail trade	122,698		83,567		5,270
Other services (except public administration)	109,847		74,082		76
Health care and social assistance	115,704		76,833		493
Administrative and support and waste management and remediation services	105,878		75,897		—
Administrative and support and waste management and remediation services	106,693		69,560		2,151
Health care and social assistance	100,988		54,958		409
Transportation and warehousing	8491,~~576~~916		7485,~~785~~618		~~104~~2,056
Arts, entertainment and recreation	57,998		32,403		—
Accommodation and food services	85,887		75,779		714
Management of companies and enterprises	45,367		26,765		—
Arts, entertainment and recreation	68,326		47,198		112
Accommodation and food services	30,570		26,372		104
Management of companies and enterprises	57,160		42,156		—
Other	90166,~~407~~070		4080,~~082~~387		~~549~~743
Total	$	3,~~062~~646,~~626~~142	$	12,~~691~~181,~~213~~935	$	106,~~391~~373
Commercial real estate owner-occupied
Real estate rental and leasing	$	~~240~~360,~~229~~043	$	~~226~~350,~~367~~473	$	—96
Other services (except public administration)	206,748		201,688		4,506
Retail trade	318,262		308,022		—
Retail trade	192,902		188,159		—
Other services (except public administration)	264,548		256,063		3,475
Health care and social assistance	136,470		133,106		219
Manufacturing	254,294		243,768		141
Manufacturing	121,683		118,201		55
Health care and social assistance	230,189		226,544		756
Accommodation and food services	~~102~~149,~~616~~991		~~101~~149,~~443~~258		—1,388
Wholesale trade	82142,~~074~~181		78135,~~938~~884		—
Transportation and warehousing	76,686		51,111		—
Construction	109,511		95,702		—
Construction	70,921		62,967		—
Transportation and warehousing	100,040		89,578		477
Professional, scientific and technical services	4165,~~077~~281		3963,~~082~~237		9489
Arts, entertainment and recreation	4045,~~727~~662		3844,~~838~~500		—
Agriculture, forestry, fishing and hunting	2643,~~945~~813		2538,~~320~~694		~~676~~617
Educational services	19,193		18,785		—
Administrative and support and waste management and remediation services	36,885		34,657		467
Management of companies and enterprises	18,478		16,608		—
Educational services	21,895		21,200		—
Finance and insurance	1721,~~489~~631		1619,~~236~~209		2,668
Administrative and support and waste management and remediation services	14,573		13,680		519
Management of companies and enterprises	21,254		19,276		—
Other	2755,~~613~~655		2752,~~039~~805		~~908~~432
Total	$	12,~~436~~241,~~424~~135	$	12,~~357~~148,~~568~~870	$	910,~~645~~606

(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.

5560

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.

The table below provides a summary of our non-owner occupied commercial real estate and construction loan portfolios by collateral property type.


	December 31, 2025
(dollars in thousands)	Committed		Amount Outstanding		Nonperforming(1)
Commercial real estate non-owner occupied
Retail	$	595,725	$	584,055	$	—
Warehouse and industrial	576,798		558,850		2,249
Office	543,938		529,030		1,026
Hotel	504,907		503,665		—
Assisted living and special care facilities	164,157		163,444		—
Self-storage	134,304		133,021		102
Land-Manufactured housing	120,382		116,885		129
Healthcare facility	62,793		62,366		—
Restaurants, bars and event venues	57,605		52,477		1,008
Convenience store and gas station	45,020		44,670		—
Other	159,907		152,036		—
Total	$	2,965,536	$	2,900,499	$	4,514

Construction
Consumer:
Construction	$	244,131	$	160,519	$	19,539
Land	46,124		40,594		—
Commercial:
Land	316,298		269,787		1,899
Multi-family	211,405		95,646		—
Retail	50,103		26,777		—
Hotel	46,095		21,334		—
Office	40,149		29,332		5,451
Healthcare facility	38,508		1,505		—
Self-storage	31,291		15,846		—
Recreation, sports and entertainment	21,208		12,992		—
Convenience store and gas station	21,062		10,255		—
Special care facilities	21,027		678		—
Car Washes	6,160		2,666		—
Other	111,893		71,121		—
Residential Development:
Construction	527,446		320,553		3,305
Land	115,243		72,086		3,417
Lots	45,132		36,803		597
Total	$	1,893,275	$	1,188,494	$	34,208

	December 31, 2024
(dollars in thousands)	Committed		Amount Outstanding		Nonperforming
Commercial real estate non-owner occupied
Retail	$	498,688	$	487,334	$	3,512
Office	357,260		348,295		18
Warehouse and industrial	350,125		323,422		—
Hotel	321,725		321,493		2,649
Assisted living and special care facilities	140,881		140,702		—
Self-storage	133,134		131,072		—
Land-mobile home park	91,172		90,397		—
Healthcare facility	82,052		81,892		—
Restaurants, bars and event venues	37,872		36,007		—
Recreation, sports and entertainment	36,639		35,398		—
Other	104,479		103,117		—
Total	$	2,154,027	$	2,099,129	$	6,179
Construction
Consumer:
Construction	$	183,218	$	122,321	$	2,298
Land	39,890		34,417		—
Commercial:
Land	267,993		229,254		1,653
Multi-family	208,749		158,708		—
Office	26,704		17,356		5,999
Recreation, sports and entertainment	18,252		8,030		—
Retail	15,402		13,486		—
Convenience store and gas station	13,446		11,220		—
Self-storage	11,150		5,867		—
Car wash	3,975		3,975		—
Other	51,391		14,331		—
Residential Development:
Construction	589,318		354,377		1,503
Land	120,719		79,296		—
Lots	35,658		35,094		—
Total	$	1,585,865	$	1,087,732	$	11,453

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.

5661

Loan maturity and sensitivities

The following table presents the contractual maturities of our loan portfolio as of December 31, ~~2024~~2025. 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.

December 31, 2024

December 31, 2025

Loan type (dollars in thousands)

Maturing in oneyear or less

Maturing in oneto five years

Maturing infive to fifteen years

Maturing afterfifteen years

Total

Commercial and industrial

~~759~~765,~~138~~182

~~795~~1,~~517~~187,909

~~135~~226,~~811~~411

~~747~~2,433

12,~~691~~181,~~213~~935

Construction

~~596~~561,~~847~~440

~~428~~499,~~934~~591

5998,~~320~~160

229,~~631~~303

1,~~087~~188,~~732~~494

Residential real estate:

1-to-4 family mortgage

88174,~~328~~620

~~486~~520,~~882~~871

~~197~~204,~~875~~475

~~843~~938,~~669~~156

1,~~616~~838,~~754~~122

Residential line of credit

6283,~~954~~335

~~101~~135,~~543~~463

~~437~~522,~~928~~511

50—

~~602~~741,~~475~~309

Multi-family mortgage

92191,~~605~~692

~~426~~389,~~815~~589

~~105~~157,~~823~~290

286,~~526~~789

~~653~~745,~~769~~360

Commercial real estate:

Owner-occupied

~~134~~283,~~608~~806

~~859~~1,~~263~~158,980

~~346~~455,~~709~~795

16250,~~988~~289

12,~~357~~148,~~568~~870

Non-owner occupied

~~246~~460,~~487~~894

1,~~252~~691,~~172~~857

~~589~~663,~~871~~911

1083,~~599~~837

2,~~099~~900,~~129~~499

Consumer and other

1828,~~849~~682

73,~~384~~937

85139,~~900~~592

~~315~~396,~~611~~826

~~493~~639,~~744~~037

Total ($)

12,~~999~~549,~~816~~651

45,~~424~~658,~~510~~197

12,~~959~~468,~~237~~145

1,~~218~~707,~~821~~633

912,~~602~~383,~~384~~626

Total (%)

20.86

4645.17

2019.49

1213.78

100.0

For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of December 31, ~~2024~~2025.

December 31, 2024

December 31, 2025

Loan type (dollars in thousands)

Fixedinterest rate

Floatinginterest rate

Total

Commercial and industrial

~~421~~496,~~471~~789

~~510~~919,~~604~~964

~~932~~1,~~075~~416,753

Construction

~~127~~154,~~691~~504

~~363~~472,~~194~~550

~~490~~627,~~885~~054

Residential real estate:

1-to-4 family mortgage

1,~~140~~169,~~136~~002

~~388~~494,~~290~~500

1,~~528~~663,~~426~~502

Residential line of credit

4,~~251~~024

~~535~~653,~~270~~950

~~539~~657,~~521~~974

Multi-family mortgage

~~326~~290,~~305~~805

~~234~~262,~~859~~863

~~561~~553,~~164~~668

Commercial real estate:

Owner-occupied

~~833~~1,~~665~~136,941

~~389~~728,~~295~~123

1,~~222~~865,~~960~~064

Non-owner occupied

1,~~001~~200,~~638~~260

~~851~~1,~~004~~239,345

12,~~852~~439,~~642~~605

Consumer and other

~~444~~534,~~061~~440

3075,~~834~~915

~~474~~610,~~895~~355

Total ($)

4,~~299~~986,~~218~~765

34,~~303~~847,~~350~~210

79,~~602~~833,~~568~~975

Total (%)

5650.57

4349.53

100.0

The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of December 31, ~~2024~~2025.

December 31, 2024

December 31, 2025

Contractual maturity (dollars in thousands)

Fixedinterest rate

Floatinginterest rate

Total

One year or less

~~563~~932,~~688~~338

1,~~436~~617,~~128~~313

12,~~999~~549,~~816~~651

One to five years

2,~~459~~882,~~130~~317

12,~~965~~775,~~380~~880

45,~~424~~658,~~510~~197

Five to fifteen years

~~967~~1,~~559~~007,940

~~991~~1,~~678~~460,205

12,~~959~~468,~~237~~145

Over fifteen years

~~872~~1,~~529~~096,508

~~346~~611,~~292~~125

1,~~218~~707,~~821~~633

Total ($)

45,~~862~~919,~~906~~103

46,~~739~~464,~~478~~523

912,~~602~~383,~~384~~626

Total (%)

5047.68

4952.42

100.0

5762

Of the loans shown above with floating interest rates as of December 31, 2024, many have interest rate floors as follows:

Loans with interest rate floors (dollars in thousands)	Maturing in one year or less		Weighted average level of support (bps)	Maturing in one to five years		Weighted average level of support (bps)	Maturing in five years to fifteen years		Weighted average level of support (bps)	Maturing afterfifteen years		Weighted average level of support (bps)	Total		Weighted average level of support (bps)
Loans with current rates above floors:
1-25 bps	$	2,458	25	$	9,774	18	$	1,143	6	$	—	—	$	13,375	18
26-50 bps	15,401		50	44,076		38	1,287		46	328		45	61,092		41
51-75 bps	1,178		75	18,409		67	577		75	—		—	20,164		68
76-100 bps	19,483		100	44,542		89	1,627		86	2,803		85	68,455		92
101-200 bps	136,201		172	201,315		163	26,656		167	15,518		145	379,690		166
201-300 bps	191,648		271	344,122		260	179,447		274	21,978		276	737,195		266
301-400 bps	417,283		360	291,024		363	399,587		362	51,135		360	1,159,029		361
401-500 bps	229,213		431	350,001		432	160,830		437	216,729		454	956,773		437
501-600 bps	416		585	6,711		588	10,504		560	1,968		520	19,599		566
601 bps and above	251		697	17,548		663	5,208		666	4,329		747	27,336		677
Total loans with current rates above floors	$	1,013,532	323	$	1,327,522	303	$	786,866	353	$	314,788	412	$	3,442,708	330
Loans at interest rate floors providing support:
1-25 bps	$	2,134	25	$	20,170	20	$	1,554	23	$	—	—	$	23,858	21
26-50 bps	3,361		50	7,924		41	—		—	—		—	11,285		44
51-75 bps	398		75	281		63	531		64	—		—	1,210		68
76-100 bps	932		99	—		—	—		—	—		—	932		99
Total loans at interest rate floors providing support	$	6,825	50	$	28,375	26	$	2,085	34	$	—	—	$	37,285	31

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 December 31, ~~2024~~2025 and ~~2023~~2024, we had $~~121~~158.91 million and $86121.59 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 $02.71 million and $10.17 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $1.89 million and $1.48 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

58Nonperforming loans HFI increased by $36.8 million to $120.5 million as of December 31, 2025 compared to $83.7 million as of December 31, 2024. The increase in nonperforming loans primarily occurred in our construction, multi-family, consumer and other and 1-4 family mortgage portfolios partially offset by a decrease in our commercial and industrial portfolio.

~~Nonperforming~~As ~~loans HFI increased by $22.8 million to $83.7 million as~~ of December 31, 2025 and 2024, ~~compared~~we tohad $6028.91 million asand ~~of December~~ $31.4 million, ~~2023.~~respectively, ~~The~~of ~~increase~~delinquent inGNMA ~~nonperforming~~optional repurchase loans ~~primarily~~previously ~~occurred~~sold inincluded on our ~~1-4~~consolidated ~~family~~balance ~~mortgage~~sheets ~~residential~~in ~~real~~loans ~~estate~~held ~~and~~for ~~construction portfolios~~sale. ~~The~~These ~~increase~~are inconsidered nonperforming ~~loans~~assets inas ~~our~~we ~~1-4~~do ~~family~~not ~~mortgage~~earn ~~residential~~any ~~real~~interest ~~estate~~on ~~portfolio stemmed from higher unemployment, while~~ the ~~construction~~unexercised ~~portfolio~~option ~~increase~~to ~~was~~repurchase ~~caused by one credit entering non-performing status. The increase in~~ these portfolios was partially offset by a decrease in our commercial and industrial portfolio driven by a full charge-off of a single commercial and industrial relationship during the year ended December 31, 2024loans.

As of December 31, 2024 and 2023, we had $31.4 million and $21.2 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. 63

As of both December 31, 2024 and 2023, other real estate owned included $0.1 million of excess land and facilities held for sale resulting from our prior acquisitions. Other repossessed assets also included other repossessed non-real estate amounting to $2.4 million and $1.1 million as of December 31, 2024 and 2023, respectively.

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:

December 31,

(dollars in thousands)

~~2024~~2025

~~2023~~2024

Loan Type:

Commercial and industrial

106,~~391~~373

2110,~~730~~391

Construction

1134,~~453~~208

311,~~037~~453

Residential real estate:

1-to-4 family mortgage

2732,~~944~~505

1627,~~073~~944

Residential line of credit

12,~~894~~014

21,~~473~~894

Multi-family mortgage

218,199

3221

Commercial real estate:

Owner-occupied

910,~~645~~606

39,~~188~~645

Non-owner occupied

64,~~179~~514

36,~~351~~179

Consumer and other

1622,~~178~~053

1116,~~039~~178

Total nonperforming loans HFI

83120,~~705~~472

6083,~~923~~705

Mortgage loans held for sale(1)

3128,~~357~~102

2131,~~229~~357

Other real estate owned

46,~~409~~009

34,~~192~~409

Other repossessed assets

23,~~444~~564

12,~~139~~444

Total nonperforming assets

~~121~~158,~~915~~147

86121,~~483~~915

Nonperforming loans HFI as a percentage of total loans HFI

0.8797

0.6587

Nonperforming assets as a percentage of total assets

0.9397

0.6993

Nonaccrual loans HFI as a percentage of loans HFI

0.6271

0.5162

(1) Represents optional right to repurchase government guaranteed GNMA mortgage loans previously sold that meet certain defined delinquency criteria.

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 December 31, 2025 and 2024. 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 $66.8 million at December 31, 2025 as compared to $47.9 million at December 31, 2024. The increase from December 31, 2024 to December 31, 2025 primarily occurred within our consumer and other, 1-4 family mortgage and commercial real estate 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.

WeBeginning ~~calculate~~with ~~our~~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 ~~loss~~losses ~~using~~of aits ~~lifetime~~loan segments, except consumer and other loans, which utilized the weighted average remaining maturity loss rate ~~methodology~~technique. We ~~utilize~~determined ~~probability-weighted~~that ~~forecasts~~the use of the updated estimate techniques and related inputs and assumptions enhances the transparency, ~~which~~accuracy ~~consider~~and ~~multiple~~relevance ~~macroeconomic~~of ~~variables~~information ~~that~~relating

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