FB Financial Corporation announced on September 24, 2026, the successful completion of the issuance and sale of $125,000,000 aggregate principal amount of 6.625% Fixed-to-Floating Rate Subordinated Notes due 2036. The offering was conducted pursuant to a Registration Statement on Form S-3ASR (File No. 333-291507) filed with the SEC on November 13, 2025, and a prospectus supplement dated September 21, 2026.
The notes were issued under a Base Indenture and a First Supplemental Indenture between FB Financial Corporation and U.S. Bank Trust Company, National Association, as trustee. Keefe, Bruyette & Woods, Inc. served as the underwriter for the transaction.
The terms of the notes include an initial fixed interest rate of 6.625% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. This fixed rate applies from the date of issuance through October 1, 2031. Following that date, the interest rate will convert to a floating rate equal to the Three-Month Term SOFR plus 205 basis points, payable quarterly in arrears. The notes are set to mature on October 1, 2036.
The company intends to use the net proceeds from the offering for general corporate purposes, specifically to provide capital to its wholly-owned banking subsidiary, FirstBank, to support its growth. The notes are classified as general unsecured, subordinated obligations and rank junior to all of the company’s existing and future senior indebtedness. They are structurally subordinated to the liabilities and obligations of the company's subsidiaries, including deposit liabilities of FirstBank.
