SCHEDULE 13D: FB Financial Corp's Largest Shareholder Estate Confirms Significant Stake, Backs Southern States Merger

A recent Schedule 13D filing reveals the Estate of James W. Ayers, along with co-executors James Jonathan Ayers and James Austin McPherson, now beneficially own 23.87% of FB Financial Corp's common stock and have committed to supporting the proposed merger with Southern States Bancshares, Inc.

Summary

• The filing is a Schedule 13D by the Estate of James W. Ayers, James Jonathan Ayers, and James Austin McPherson regarding their beneficial ownership of FB Financial Corp (the "Company") common stock.
• The shares held by the Estate of James W. Ayers (10,931,841 shares) were acquired upon his death on April 1, 2025, and the opening of his estate on April 29, 2025. No pecuniary or other consideration was exchanged.
• James Jonathan Ayers, as co-executor, is deemed to have shared beneficial ownership of the Estate's shares and directly owns 17,692 shares, totaling 10,949,533 shares (23.83% of outstanding).
• James Austin McPherson, as co-executor, is deemed to have shared beneficial ownership of the Estate's shares and directly owns 20,084 shares, totaling 10,951,925 shares (23.83% of outstanding).
• Collectively, the reporting persons beneficially own an aggregate of 10,969,617 shares, representing 23.87% of FB Financial Corp's common stock, based on 45,952,178 shares outstanding as of April 30, 2025.
• James Jonathan Ayers, who is also a member of the board of directors of the Company, has entered into a voting agreement to vote his individually owned shares (and not those of the Estate) in favor of the proposed merger between FB Financial Corp and Southern States Bancshares, Inc.
• The voting agreement also restricts the transfer of James Jonathan Ayers' individually owned shares until shareholder approval of the merger or termination of the merger agreement.

Sentiment

Score: 7

Explanation: The filing is largely administrative due to a death, but the explicit commitment of a significant shareholder/director to support the upcoming merger is a positive signal for the company's strategic direction and reduces uncertainty regarding shareholder approval for a key transaction.

Positives

• A significant block of shares (23.87%) is now under the beneficial ownership of the Estate of James W. Ayers and its co-executors, providing clarity on the ownership structure following Mr. Ayers' passing.
• James Jonathan Ayers, a co-executor and Company director, has formally committed to voting his individually owned shares in favor of the proposed merger with Southern States Bancshares, Inc., indicating strong insider support for the strategic transaction.
• The voting agreement includes a non-transfer clause for James Jonathan Ayers' individually owned shares, ensuring stability of this block of votes for the merger.

Risks

• The voting agreement for James Jonathan Ayers' individually owned shares is contingent on the merger proceeding, and its termination would occur if the merger agreement is terminated.
• The voting agreement specifically applies to James Jonathan Ayers' individually owned shares and does not directly bind the voting of the shares held by the Estate of James W. Ayers, although the co-executors share voting control over the Estate's shares.

Future Outlook

The document indicates a clear path forward for the proposed merger between FB Financial Corporation and Southern States Bancshares, Inc., with a significant shareholder and director committing to vote in favor of the transaction. The voting agreement is designed to ensure stability and support for the merger's consummation.

Industry Context

This filing occurs within the context of consolidation in the banking sector, where mergers and acquisitions are common strategies for growth and market expansion. The commitment of a significant shareholder and director to support the merger with Southern States Bancshares, Inc. signals internal alignment for FB Financial Corp's strategic expansion.

Management Changes

Corporate Governance

Legal Proceedings

• Neither the Estate of James W. Ayers nor James Jonathan Ayers or James Austin McPherson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• Neither the Estate of James W. Ayers nor James Jonathan Ayers or James Austin McPherson was a party to a civil proceeding subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the last five years.

Related Party Transactions

• James Jonathan Ayers, a co-executor of the Estate of James W. Ayers and a director of FB Financial Corp, is a party to the Voting Agreement with FB Financial Corp and Southern States Bancshares, Inc.

Stakeholder Impact

• Shareholders: Provides clarity on the beneficial ownership of a significant block of shares following the death of a major shareholder. The voting agreement from a director signals strong support for the merger, potentially reducing uncertainty for other shareholders regarding the transaction's approval.
• Management: The voting agreement from a director provides assurance of support for the strategic merger, aiding management in its execution.
• Southern States Bancshares, Inc.: The voting agreement from a key FB Financial Corp director and significant beneficial owner provides a strong indication of support for the merger, which was a condition and inducement for Southern States Bancshares, Inc. to enter the merger agreement.

Next Steps

• Shareholder approval of the issuance of shares of FB Financial Corp Common Stock in connection with the merger with Southern States Bancshares, Inc.
• Consummation of the merger between FB Financial Corp and Southern States Bancshares, Inc.
• Consummation of the bank merger between FirstBank (FB Financial Corp's subsidiary) and Southern States Bank (Southern States Bancshares' subsidiary).

Key Dates

Recommendation

Keywords

FB Financial Corp, Schedule 13D, Beneficial Ownership, James W. Ayers Estate, Southern States Bancshares Merger, Voting Agreement, Common Stock, SEC Filing, Corporate Governance, Shareholder Stake