Form 4: Southern States Bancshares Director Disposes Shares Following Merger with FB Financial
Insider Transaction Report
Cynthia S. McCarty, a director of Southern States Bancshares, Inc., disposed of 7,709 shares of common stock on July 1, 2025, as a result of the company's merger with FB Financial Corp.
Summary
- Cynthia S. McCarty, a director of Southern States Bancshares, Inc. (SSBK), reported the disposition of SSBK common stock.
- The transaction occurred on July 1, 2025, in connection with the merger of Southern States Bancshares, Inc. with and into FB Financial Corp. (FBK).
- McCarty directly disposed of 5,709 shares of SSBK common stock.
- An additional 2,000 shares were indirectly disposed of by her spouse, Patrick M. McCarty, bringing the total disposed shares to 7,709.
- 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, 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, was $45.30 per share.
Sentiment
Score: 7
Explanation: The document reports the successful completion of a merger, which is generally a positive corporate event, leading to the expected disposition of shares. There are no negative surprises or risks mentioned.
Positives
- The successful completion of the merger between Southern States Bancshares, Inc. and FB Financial Corp. as planned.
- Shareholders of Southern States Bancshares, Inc. received 0.8 share of FB Financial Corp. common stock for each share held, providing liquidity and participation in the combined entity.
Future Outlook
No forward-looking statements or guidance are provided in this document.
Industry Context
The merger between Southern States Bancshares, Inc. and FB Financial Corp. reflects the ongoing trend of consolidation within the financial services and banking sector, driven by factors such as economies of scale, market expansion, and competitive pressures.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Cynthia S. McCarty (of SSBK) | N/A (SSBK ceased to exist as independent entity) | 2025-07-01 | Cessation of directorship at Southern States Bancshares, Inc. due to its merger with FB Financial Corp. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Corporate Structure Change | Southern States Bancshares, Inc. merged with and into FB Financial Corp., resulting in the cessation of SSBK as an independent publicly traded entity. | 2025-07-01 | This change dissolves SSBK's independent corporate governance structure, with its operations and governance now integrated under FB Financial Corp. |
Stakeholder Impact
- Shareholders of Southern States Bancshares, Inc. converted their investment into shares of FB Financial Corp., becoming shareholders of the combined entity.
- Shareholders of FB Financial Corp. experienced dilution from the issuance of new shares for the merger, but also gained the assets and operations of Southern States Bancshares, Inc.
- Management and directors of Southern States Bancshares, Inc., such as Cynthia S. McCarty, ceased their roles with the acquired entity upon merger completion.
Key Dates
| Date | Description |
|---|---|
| 2025-06-30 | Last trading day before the effective time of the merger, with FBK's closing stock price at $45.30 per share. |
| 2025-07-01 | Effective date of the merger of Southern States Bancshares, Inc. with and into FB Financial Corp., and the transaction date for the disposition of shares. |
Keywords
Southern States Bancshares, SSBK, FB Financial Corp, FBK, Merger, Acquisition, Form 4, Insider Trading, Stock Disposition, Financial Services, Banking
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