Form 4: Southern States Bancshares Chief Risk Officer Disposes of Shares Following Merger with FB Financial

Southern States Bancshares, Inc. Chief Risk Officer Gregory B. Smith disposed of all his common stock and exercised stock options on July 1, 2025, as part of the company's merger into FB Financial Corp.

Summary

• Gregory B. Smith, Chief Risk Officer of Southern States Bancshares, Inc. (SSBK), reported changes in his beneficial ownership of SSBK securities.
• On July 1, 2025, Smith exercised stock options to acquire 706 shares at $30.23, 1,735 shares at $26.42, and 2,076 shares at $33.14.
• Concurrently, Smith disposed of all 113,700 shares of SSBK common stock he beneficially owned, resulting in zero beneficial ownership of SSBK shares.
• These transactions were in connection with the merger of SSBK with and into FB Financial Corp. (FBK), which became effective on July 1, 2025.
• 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 share of FBK's common stock, with cash payable in lieu of fractional shares.
• On June 30, 2025, the last trading day before the merger's effective time, the closing price of FBK's stock was $45.30 per share.

Sentiment

Score: 5

Explanation: Neutral. This is a factual report of an insider transaction resulting from a corporate merger, not a performance or strategic announcement that would inherently carry positive or negative sentiment.

Positives

• The merger indicates a strategic corporate action for Southern States Bancshares, Inc., providing a defined exit for its shareholders.
• The exercise of stock options by the Chief Risk Officer prior to the merger's effective date allowed him to realize value from his equity incentives.

Negatives

• The reporting person, Gregory B. Smith, no longer holds any direct beneficial ownership in Southern States Bancshares, Inc. as it ceased to exist as a separate entity post-merger.

Future Outlook

The document primarily reports a past transaction related to a completed merger. It does not provide forward-looking statements or guidance for the combined entity, FB Financial Corp.

Industry Context

This Form 4 reflects a common outcome of a bank merger and acquisition (M&A) in the financial services industry, where shares of the acquired entity are converted into shares of the acquiring entity. Such M&A activities are driven by various factors including consolidation, market expansion, and efficiency gains, a trend observed across the banking sector.

Comparison to Industry Standards

• The conversion ratio of 0.8 shares of FBK for each SSBK share is specific to this merger and would have been determined based on the pre-merger valuations of both companies.
• The exercise of stock options by an insider prior to a merger's effective date is a standard practice to realize value from equity incentives before the acquired company's shares are delisted or converted.
• The disposition of all shares post-merger is typical for an acquired entity's executives, as their original company's stock ceases to exist.

Stakeholder Impact

• Shareholders of Southern States Bancshares, Inc. received shares of FB Financial Corp. in exchange for their SSBK shares, impacting their investment portfolio composition.
• Employees of Southern States Bancshares, Inc. who held equity incentives (like stock options or restricted stock) had those converted into FBK shares or cash, affecting their compensation structure.

Next Steps

• The reporting person's future equity holdings, if any, will be in FB Financial Corp.
• Future disclosures for Gregory B. Smith, if applicable, would be related to FB Financial Corp.

Key Dates

Keywords

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