Form 4: Southern States Bancshares Director Completes Share Disposal Following Merger with FB Financial

A director of Southern States Bancshares, Inc. has reported the full disposal of all directly and indirectly held common stock in connection with the company's merger with FB Financial Corp. effective July 1, 2025.

Summary

• Richard E. Drews Jr., a Director of Southern States Bancshares, Inc. (SSBK), reported the disposal of all his beneficial ownership in SSBK common stock.
• The disposal occurred on July 1, 2025, coinciding with the effective date of the merger of SSBK into FB Financial Corp. (FBK).
• He disposed of 25,524 shares that were directly owned and an additional 775 shares indirectly owned through his granddaughter.
• At the effective time of the merger, each outstanding share of SSBK's common stock converted into the right to receive 0.8 share 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 became effective, was $45.30 per share.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. While a director's shares are disposed of, it is a direct consequence of a completed merger, which is generally a positive strategic event for the acquired company's shareholders, as it provides liquidity and a defined exit value. The transaction itself is a routine reporting of a pre-announced event.

Positives

• The completion of the merger indicates a successful strategic transaction for Southern States Bancshares, Inc., providing a clear exit for its shareholders.
• The defined conversion ratio of 0.8 share of FBK for each SSBK share provides a transparent and established valuation for SSBK shareholders at the time of the merger.

Negatives

• The reporting person, a director, no longer holds any beneficial ownership in Southern States Bancshares, Inc. following the merger, signifying a complete divestment of their stake in the acquired entity.

Future Outlook

This Form 4 filing reports a completed transaction (merger) and does not provide forward-looking statements or guidance regarding future performance or strategic direction.

Industry Context

This transaction represents a consolidation within the banking sector, where smaller regional banks like Southern States Bancshares are often acquired by larger financial institutions such as FB Financial Corp. Such mergers typically aim to achieve economies of scale, expand market reach, and enhance competitive positioning in a consolidating industry.

Comparison to Industry Standards

• The merger conversion ratio of 0.8 shares of FBK for each SSBK share implies a specific valuation for SSBK shareholders. To assess this against industry standards, one would typically compare the implied premium paid for SSBK relative to its pre-merger trading price, book value, and earnings multiples, against similar bank mergers in the region or of comparable size.
• For example, comparing the price-to-book or price-to-earnings multiples implied by the 0.8 FBK share exchange to recent regional bank acquisitions (e.g., First Horizon Corporation's acquisition by TD Bank Group, or M&T Bank Corporation's acquisition of People's United Financial, Inc.) would provide context on whether the terms were favorable or standard.
• The specific value of the transaction for SSBK shareholders can be calculated as 0.8 * $45.30 = $36.24 per SSBK share, based on FBK's closing price on June 30, 2025. This value would then be benchmarked against SSBK's historical trading range and analyst price targets prior to the merger announcement.

Stakeholder Impact

• Shareholders (SSBK): Received 0.8 shares of FBK common stock for each SSBK share, providing a defined exit value and liquidity.
• Shareholders (FBK): The merger expands FBK's operations and market presence.
• Employees (SSBK): While not explicitly stated, mergers often lead to integration and potential restructuring of roles.
• Customers (SSBK): Will transition to FBK's banking services and brand.

Key Dates

Keywords

SEC Form 4, Merger, Acquisition, Southern States Bancshares, SSBK, FB Financial Corp, FBK, Director, Share Disposal, Beneficial Ownership, Stock Conversion, Insider Transaction