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

A director of Southern States Bancshares, Inc. has disposed of all common stock holdings as the company completed its merger with FB Financial Corp., converting shares at a 0.8 FBK share per SSBK share ratio.

Summary

• Christine Hunsaker, a Director of Southern States Bancshares, Inc. (SSBK), disposed of 2,599 shares of SSBK common stock on July 1, 2025.
• This disposition occurred in connection with the merger of SSBK 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 was converted into the right to receive 0.8 share of FBK common stock.
• Cash will be paid in lieu of fractional shares resulting from the conversion.
• On June 30, 2025, the last trading day before the merger's effective time, FBK's common stock closed at $45.30 per share.
• Following this transaction, Christine Hunsaker beneficially owns 0 shares of SSBK common stock.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates the successful completion of a significant corporate transaction (merger), which typically aims to create value for shareholders. The disposition of shares is a procedural outcome of this positive event.

Positives

• The successful completion of the merger between Southern States Bancshares, Inc. and FB Financial Corp. provides a definitive outcome for SSBK shareholders.
• SSBK shareholders receive shares in a larger, publicly traded entity, FB Financial Corp., potentially offering greater liquidity and diversification.

Negatives

• Southern States Bancshares, Inc. ceases to exist as an independent publicly traded entity following the merger.

Risks

• No specific risks are detailed in this Form 4 filing, as it reports a completed transaction rather than forward-looking risks.

Future Outlook

This Form 4 filing reports a completed transaction and does not contain forward-looking statements or guidance regarding future performance or strategic outlook.

Management Comments

• Disposition of shares in connection with the merger of Southern States Bancshares, Inc. (SSBK) with and into FB Financial Corp. (FBK) effective July 1, 2025.
• 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.

Industry Context

The banking sector frequently experiences consolidation through mergers and acquisitions, driven by factors such as economies of scale, market expansion, increased regulatory burdens, and the pursuit of enhanced shareholder value. This merger aligns with the ongoing trend of regional bank consolidation in the U.S. financial services industry.

Comparison to Industry Standards

• Bank mergers are a common strategy for growth and efficiency in the financial services industry, with many regional banks seeking to combine operations to achieve greater scale and competitive advantage.
• The exchange ratio of 0.8 shares of FBK for each SSBK share is a specific valuation agreed upon by the merging entities, reflecting the relative market values and strategic considerations of Southern States Bancshares and FB Financial Corp. at the time of the merger agreement.
• Comparable bank mergers often involve similar stock-for-stock exchanges, sometimes with a cash component, depending on the strategic rationale and financial health of the involved institutions.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings are mentioned in this Form 4 filing.

Related Party Transactions

• No specific related party transactions are disclosed beyond the merger itself, which is a transaction between two entities.

Stakeholder Impact

• Shareholders: Former Southern States Bancshares, Inc. shareholders have had their shares converted into FB Financial Corp. common stock, becoming shareholders of FBK.
• Employees: While not explicitly stated, mergers typically lead to integration efforts that can impact employee roles and organizational structures.
• Customers: Customers of Southern States Bancshares, Inc. will become customers of FB Financial Corp., potentially experiencing changes in services, branding, or branch networks.

Next Steps

• For former SSBK shareholders, the next step involves receiving FBK common stock and any cash in lieu of fractional shares as per the merger agreement.
• FB Financial Corp. will proceed with the integration of Southern States Bancshares' operations.

Key Dates

Keywords

Southern States Bancshares, SSBK, FB Financial Corp, FBK, Merger, Acquisition, Form 4, Insider Transaction, Stock Disposition, Bank Merger, Financial Services