SIMS BETH W 4

What Happened
Beth W. Sims, General Counsel and Corporate Secretary of FB Financial (FBK), received awards totaling 7,873 shares on February 25, 2026: 5,982 shares issued upon vesting of performance stock units (PSUs) and 1,891 restricted stock units (RSUs) granted for 2025 performance. There was a related tax-withholding disposition of 1,468 shares at $58.18 per share, totaling approximately $85,408. The award entries show $0 per-share purchase price because these were equity awards (not open-market purchases).

Key Details

• Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (timely filing).
• Awards: 5,982 shares (PSU vesting) and 1,891 RSUs (grant) — both reported as acquisitions at $0.00 per share.
• Tax withholding/disposition: 1,468 shares withheld/disposed at $58.18 = $85,408 (code F for tax withholding).
• Shares owned after the transactions: not specified in the filing.
• Footnotes: F1 notes PSUs vested were performance-based (not tied to stock price); F2 confirms shares were withheld to cover tax liability on the PSU vesting; F3 describes the RSU grant under the 2016 Incentive Plan to settle in common stock upon vesting.

Context
PSUs vest based on performance criteria and convert into shares when earned; RSUs are grants that will settle in stock upon future vesting. The withholding of shares to cover taxes is a routine administrative disposal (code F) and does not necessarily indicate a market-sale decision. No options were exercised and no 10% owner activity is involved.