Form 4: Southern States Bancshares Director Disposes of Shares Following Merger with FB Financial

A director of Southern States Bancshares, Inc. has reported the disposition of all common stock holdings as a result of the company's merger with FB Financial Corp.

Summary

• Brent O. Hitson, a director of Southern States Bancshares, Inc. (SSBK), disposed of 22,658 shares of SSBK common stock on July 1, 2025.
• This disposition occurred 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 common stock converted into the right to receive 0.8 share of FBK common stock.
• Cash was paid in lieu of fractional shares.
• Following the transaction, Mr. Hitson beneficially owns 0 shares of SSBK common stock.
• 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.

Sentiment

Score: 7

Explanation: The filing reports a director's share disposition as a result of a completed merger, which is generally a positive strategic event for the acquired company's shareholders, indicating a successful exit or integration into a larger entity. No negative information is presented.

Positives

• The completion of the merger between Southern States Bancshares, Inc. and FB Financial Corp. indicates a successful strategic transaction.
• SSBK shareholders received shares of FBK, a larger entity, potentially offering greater liquidity and diversification.

Future Outlook

The document reports a completed transaction resulting from a merger. It does not provide forward-looking statements or guidance beyond the effective date of the merger.

Industry Context

This transaction reflects the ongoing consolidation trend within the U.S. banking sector, where smaller regional banks are often acquired by larger institutions to achieve economies of scale, expand market reach, and enhance competitive positioning. Such mergers are common strategies for growth and efficiency in a highly regulated and competitive financial landscape.

Comparison to Industry Standards

• The exchange ratio of 0.8 shares of FBK for each SSBK share is a specific term of this merger and would typically be evaluated against other recent bank mergers in terms of premium paid and strategic fit. For example, recent regional bank mergers like Truist Financial Corporation (TFC) acquiring SunTrust Banks, Inc. or PNC Financial Services Group, Inc. (PNC) acquiring BBVA USA's operations involved specific exchange ratios and valuations based on market conditions and strategic synergies.
• The disposition of shares by a director following a merger is standard practice, aligning with corporate governance expectations for insider reporting of changes in beneficial ownership.

Stakeholder Impact

• Shareholders of Southern States Bancshares, Inc. were impacted by the conversion of their SSBK common stock into FB Financial Corp. common stock, effectively changing their investment vehicle.
• Employees of Southern States Bancshares, Inc. would likely be impacted by the integration into FB Financial Corp., though this document does not detail those impacts.

Key Dates

Keywords

SEC Form 4, Insider Trading, Stock Disposition, Merger, Acquisition, Southern States Bancshares, SSBK, FB Financial Corp, FBK, Director Transaction, Equity Conversion, Banking Sector