Mettee Michael M. 4

What Happened

• Michael M. Mettee, CFO & COO of FB Financial Corp (FBK), reported awards and a tax-withholding disposition on February 25, 2026. He had 9,081 shares issued upon vesting of performance stock units (PSUs) and was granted 4,126 restricted stock units (RSUs) tied to 2025 performance. To satisfy tax withholding on the vested PSUs, 2,309 shares were withheld/disposed at $58.18 per share, totaling about $134,338. Net immediate share gain from the PSU vesting was 6,772 shares (9,081 issued less 2,309 withheld); the 4,126 RSUs will settle into shares upon future vesting.

Key Details

• Transaction dates: February 25, 2026 (reported on Form 4 filed February 27, 2026 — timely).
• Prices and values: Withheld shares disposed at $58.18 each for a total of ~$134,338; awards and RSUs reported at $0 (standard for grants/vesting entries).
• Shares owned after transaction: Not stated in this Form 4.
• Transaction codes: A = award/grant/acquisition (9,081 and 4,126 shares); F = shares withheld for tax payment (2,309 shares).
• Relevant footnotes: F1 = 9,081 shares issued upon PSU vesting (performance criteria not tied to stock price); F2 = 2,309 shares withheld for tax liability; F3 = 4,126 RSUs granted for 2025 performance and will settle in common stock upon vesting.

Context

• This filing reflects compensation-related awards and routine tax withholding, not an open-market sale or purchase. RSUs (the 4,126) do not yet represent vested, transferable shares until they settle. Withholding to cover taxes is a common administrative step and should be viewed as a tax payment rather than a discretionary sale.