8-K: Southern States Bancshares Completes Merger with FB Financial, Delisting from Nasdaq

Southern States Bancshares, Inc. has completed its merger with FB Financial Corporation, resulting in Southern States' common stock being converted into FB Financial shares and its subsequent delisting from Nasdaq.

Summary

• Southern States Bancshares, Inc. (Southern States) and FB Financial Corporation (FB Financial) completed their merger on July 1, 2025, as contemplated by the Agreement and Plan of Merger dated March 31, 2025.
• The Corporate Merger involved Southern States merging with and into FB Financial, with FB Financial as the surviving corporation.
• Immediately following the Corporate Merger, Southern States Bank merged with and into FirstBank, with FirstBank as the surviving bank.
• Each share of Southern States common stock ($5.00 par value) was converted into the right to receive 0.800 shares of FB Financial common stock, with cash paid in lieu of fractional shares.
• All outstanding Southern States stock options were canceled and exchanged for a cash payment based on the difference between the Per Share Cash Equivalent Consideration and the exercise price, multiplied by the number of underlying shares.
• Southern States Restricted Stock Awards fully vested immediately prior to the merger and were treated as common stock for merger consideration.
• Southern States Restricted Stock Unit (RSU) Awards were canceled and converted into the right to receive the merger consideration for each underlying share.
• Southern States common stock was suspended from trading and delisted from Nasdaq prior to the open of trading on the Closing Date, and a Form 25 will be filed with the SEC for removal from listing.
• FB Financial, as successor, intends to file Form 15 to deregister Southern States common stock and suspend its reporting obligations under the Exchange Act.
• Southern States shareholders approved the Agreement at a special meeting on June 26, 2025, with 7,210,801 votes for, 24,409 against, and 12,519 abstentions out of 7,247,729 shares represented.

Sentiment

Score: 8

Explanation: The successful completion of the merger between Southern States Bancshares and FB Financial Corporation, following shareholder approval, represents a significant strategic milestone for both entities, indicating a positive outcome for the transaction.

Positives

• The successful completion of the merger signifies the achievement of a major strategic objective for both Southern States Bancshares and FB Financial Corporation.
• Southern States shareholders overwhelmingly approved the merger agreement, indicating strong support for the transaction.

Future Outlook

The document primarily reports the completion of the merger and the subsequent administrative steps, including the delisting of Southern States common stock from Nasdaq and the deregistration of its securities. It does not provide forward-looking statements regarding the combined entity's future financial performance or strategic initiatives beyond these immediate post-merger actions.

Industry Context

This merger represents a continuation of the consolidation trend within the U.S. banking sector, particularly among regional banks. Such transactions are often driven by the desire to achieve greater scale, expand geographic reach, enhance operational efficiencies, and increase competitiveness in a challenging regulatory and economic environment.

Comparison to Industry Standards

• The document details the completion of a merger, a common strategic move in the banking industry for growth and efficiency.
• The stock-for-stock exchange ratio of 0.800 shares of FB Financial for each Southern States share is a specific term of this transaction, and its valuation implications would typically be assessed against comparable bank mergers in terms of price-to-earnings, price-to-book, and premium paid, though such comparative metrics are not provided in this filing.
• The shareholder approval rates for the merger agreement (over 99% of votes cast for approval) are indicative of strong shareholder consensus, which is generally in line with successful merger completions in the industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Southern States Bancshares, Inc. have had their common stock converted into shares of FB Financial Corporation, becoming shareholders of the larger, combined entity.
• Employees and management of Southern States Bancshares, Inc. and Southern States Bank are now integrated into FB Financial Corporation and FirstBank, respectively.
• Southern States Bancshares, Inc. ceases to exist as a separate publicly traded entity, impacting its former investors and the market presence of its stock.

Next Steps

• Nasdaq will be requested to file with the SEC a notification of removal from listing on Form 25 to delist SSB Common Stock from Nasdaq and deregister it under Section 12(b) of the Exchange Act.
• FB Financial, as successor to Southern States, intends to file with the SEC certifications on Form 15 to deregister SSB Common Stock under Section 12(g) of the Exchange Act.
• FB Financial will seek the immediate suspension of Southern States' reporting obligations under Sections 13 and 15(d) of the Exchange Act.
• Southern States will cease filing any further periodic reports as it no longer exists as a separate legal entity.

Key Dates

Keywords

Southern States Bancshares, FB Financial Corporation, Merger, Acquisition, Bank Merger, SEC Filing, 8-K, Delisting, Nasdaq, Stock Conversion, Financial Services, Banking, Corporate Governance