Form 4: Southern States Bancshares CFO Reports Full Share and Option Disposition Following Merger with FB Financial

Southern States Bancshares' Chief Financial Officer, Lynn J. Joyce, reported the complete disposition of her common stock and stock options in connection with the company's merger into FB Financial Corp., effective July 1, 2025.

Summary

• Lynn J. Joyce, Chief Financial Officer of Southern States Bancshares, Inc. (SSBK), reported changes in her beneficial ownership of SSBK securities.
• On June 30, 2025, 4,467 shares of SSBK common stock were disposed of at a price of $34.27 per share, identified as a payment of tax liability by withholding securities.
• On July 1, 2025, all remaining 75,012 shares of SSBK common stock beneficially owned by Ms. Joyce were disposed of as part of the merger of Southern States Bancshares, Inc. into FB Financial Corp. (FBK).
• At the effective time of the merger, each outstanding share of SSBK's common stock, restricted stock, and restricted stock units converted into the right to receive 0.8 shares of FBK's common stock, with cash payable in lieu of fractional shares.
• The closing price of FBK's stock on June 30, 2025, the last trading day before the merger's effective time, was $45.30 per share.
• All outstanding stock options held by Ms. Joyce, totaling 6,798 shares (2,120 shares at $30.23 exercise price, 2,602 shares at $26.42 exercise price, and 2,076 shares at $33.14 exercise price), were cancelled on July 1, 2025.
• These cancelled options were exchanged for a cash payment calculated as the product of (a) the positive difference between the Per Share Cash Equivalent Consideration ($36.24) and the option's exercise price, multiplied by (b) the number of shares underlying the option.

Sentiment

Score: 7

Explanation: The sentiment is positive as the filing confirms the successful completion of a merger, which typically provides a premium to shareholders of the acquired entity and a clear exit strategy for insiders. The disposition of shares and options is a procedural outcome of a successful corporate action.

Positives

• The completion of the merger with FB Financial Corp. provides a clear liquidity event and defined exit for SSBK shareholders and option holders.
• SSBK common stock converted into FBK common stock at a pre-determined exchange ratio of 0.8 FBK shares for each SSBK share, indicating a structured transaction.
• Stock options were cashed out at a premium to their exercise prices, resulting in a total cash payout of approximately $44,730.44 for the reported options, reflecting value realization for the option holder.

Negatives

• The reporting person no longer holds any direct beneficial ownership in Southern States Bancshares, Inc. following the merger, as the entity has been absorbed by FB Financial Corp.
• A portion of the common stock (4,467 shares) was disposed of for tax liability, reducing the total shares converted in the merger for the reporting person.

Future Outlook

The document primarily reports on a completed corporate action (merger) and related insider transactions, thus it does not provide forward-looking statements or guidance beyond the immediate effects of the merger.

Management Comments

• Lynn J. Joyce, Chief Financial Officer, signed the filing.

Industry Context

This filing reflects a common trend of consolidation within the banking and financial services sector, where smaller regional banks like Southern States Bancshares are acquired by larger entities such as FB Financial Corp. to achieve economies of scale, expand market reach, and enhance competitive positioning. Such mergers often lead to changes in executive compensation structures and shareholdings, as evidenced by the disposition of shares and options by the CFO.

Stakeholder Impact

• **Shareholders**: Southern States Bancshares shareholders will convert their shares into FB Financial Corp. common stock, realizing value from the merger. Option holders will receive cash payouts.
• **Employees**: While not explicitly detailed, mergers often lead to organizational restructuring and potential changes for employees of the acquired entity.
• **Customers**: Customers of Southern States Bancshares will become customers of FB Financial Corp., potentially experiencing changes in services or branding.

Next Steps

• Integration of Southern States Bancshares' operations and assets into FB Financial Corp.
• Shareholders of Southern States Bancshares, Inc. will receive 0.8 shares of FB Financial Corp. common stock for each SSBK share held, along with cash in lieu of fractional shares.
• Former SSBK option holders will receive cash payments based on the merger terms.

Key Dates

Keywords

SEC Form 4, Merger, Acquisition, Insider Transaction, Beneficial Ownership, Southern States Bancshares, SSBK, FB Financial Corp, FBK, Stock Options, Common Stock, Disposition, Corporate Action, Financial Officer