10-K/A: Southern States Bancshares Files Amendment No. 1 to Form 10-K Amid Merger with FB Financial Corporation
Sentiment:
Form 10-K/A Amendment
Southern States Bancshares files an amendment to its annual report on Form 10-K to include required information in Part III (Items 10, 11, 12, 13 and 14) in light of its pending merger with FB Financial Corporation.
Summary
- Southern States Bancshares, Inc. filed Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2024.
- The amendment includes information required in Part III (Items 10, 11, 12, 13 and 14) of the Form 10-K.
- The filing is related to the Agreement and Plan of Merger entered into on March 31, 2025, between Southern States Bancshares, Inc. and FB Financial Corporation.
- The merger will result in Southern States Bancshares merging with and into FB Financial, with FB Financial as the surviving corporation.
- Following the corporate merger, Southern States Bank will merge with and into FirstBank, with FirstBank as the surviving bank.
- The amendment includes updated certifications by the principal executive officer and principal financial officer.
- The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $226.4 million as of June 28, 2024.
- As of April 16, 2025, the registrant had 9,922,708 shares of common stock, $5 par value per share, issued and outstanding.
Sentiment
Score: 6
Explanation: The document is primarily factual and related to a merger. The sentiment is neutral, with a slight positive leaning due to the potential benefits of the merger.
Positives
- The merger with FB Financial Corporation could create synergies and growth opportunities for the combined entity.
- The company has a clawback policy in place to recover incentive-based compensation in certain circumstances.
Negatives
- The filing of an amendment suggests that there was missing information in the original Form 10-K.
- The pending merger introduces uncertainty regarding the future roles and responsibilities of current management and employees.
Risks
- The successful completion of the merger is subject to regulatory approvals and other customary closing conditions.
- Integration of the two companies post-merger may present challenges.
- The loss of key personnel during or after the merger could negatively impact the combined company's performance.
- The company's clawback policy could result in the recovery of incentive-based compensation from current and former executive officers.
Future Outlook
The company is focused on completing the merger with FB Financial Corporation and integrating the two businesses.
Industry Context
The banking industry is undergoing consolidation, and this merger is part of that trend.
Related Party Transactions
- Brent D. Hitson, a director, received $462,128 in legal fees through his firm Burr & Forman for services provided to Southern States.
- Jay F. Pumroy, a director, received $23,932 in legal fees through his firm Wilson, Dillon, Pumroy and James for services provided to Southern States.
- Mark A. Chambers purchased $100,000 of the 7.00% Fixed-to-Floating Rate Subordinated Notes due 2032.
- James Henry Smith IV purchased $200,000 of the 7.00% Fixed-to-Floating Rate Subordinated Notes due 2032.
- As of December 31, 2024, we had loans and extension of credit to directors and officers totaling $13.2 million.
Stakeholder Impact
- Shareholders will be impacted by the merger with FB Financial Corporation.
- Employees may experience changes in roles and responsibilities due to the merger.
- Customers may see changes in products and services as a result of the merger.
Next Steps
- Obtain regulatory approvals for the merger.
- Fulfill customary closing conditions for the merger.
- Integrate Southern States Bancshares and FB Financial Corporation after the merger.
Key Dates
| Date | Description |
|---|---|
| 1975 | Lewis C. Beavers received his CPA certificate. |
| 1976 | Lewis C. Beavers started as managing partner of Lawrence, See & Beavers. |
| 1982 | Jay F. Pumroy started practicing law at Wilson, Dillon, Pumroy & James, LLC. |
| 1986 | Lynn J. Joyce began working in the audit division of a major accounting firm. |
| 1987 | Jay F. Pumroy served as a Director of the East Central Region of Colonial Bank until 2006. |
| 1990 | Cynthia S. McCarty started as a professor of economics at Jacksonville State University. |
| 1992 | Lynn J. Joyce started as Executive Vice President and Chief Financial Officer of First Financial Bank until 2013. |
| 1992 | Brian S. Holmes has owned and served as President of Holmes II Excavation, Inc. since 1992. |
| 1997 | Alfred J. Hayes, Jr. retired from First Union Bank. |
| 1998 | Mark A. Chambers worked as a Commercial Lender at Aliant Bank from 1998 until 2004. |
| 2000 | Richard E. Drews, Jr. served as Centurys Executive Vice President and Senior Lender from the banks formation in June of 2000. |
| 2001 | Brian S. Holmes has owned and served as managing member of Salt Creek Land Company, LLC since 2001. |
| 2002 | Lewis C. Beavers has served as Secretary and Treasurer of L&A Enterprises, Inc. since 2002. |
| 2004 | Mark A. Chambers worked as Market President at Wachovia Bank from 2004 until 2007. |
| 2004 | Jay F. Pumroy served as a Director of Mt. Cheaha Corporation from 2004 until 2020. |
| 2005 | Lewis C. Beavers has served as a member of the Finance Committee of the Douglas County Chamber of Commerce since 2005. |
| 2005 | Brent D. Hitson is a partner at Burr & Forman LLP since 2005. |
| 2005 | Richard E. Drews, Jr. had been President and CEO of CBB Bancorp and CEO of its subsidiary bank, Century Bank of Georgia since November of 2005. |
| 2006 | Greg B. Smith served as Senior Vice President and Chief Credit Officer from 2006 until 2019. |
| 2006 | From 2006 until 2019, Lewis C. Beavers served on the board of directors of Small Town Bank. |
| 2007 | Mark A. Chambers' employment agreement was dated February 5, 2007. |
| 2007 | Brent D. Hitson began serving as a director in 2007. |
| 2007 | Brian S. Holmes began serving as a director in 2007. |
| 2007 | Jay F. Pumroy began serving as a director in 2007. |
| 2007 | From 2007 until 2019, Mark A. Chambers served as Senior Executive Vice President and President, Southeast Region of Southern States. |
| 2009 | Alfred J. Hayes, Jr. retired from Colonial Bank in 2009. |
| 2009 | Brian S. Holmes has owned Holmes Aviation, LLC, since 2009. |
| 2009 | J. Henry Smith, IV began serving as a director in 2009. |
| 2010 | Greg Smith's employment agreement was dated March 24, 2010. |
| 2010 | Brian S. Holmes is currently part owner and member of TLC, LLC, which he has owned since 2010. |
| 2013 | Lynn J. Joyce's employment agreement was dated February 19, 2013. |
| 2013 | Greg B. Smith's employment agreement was dated February 19, 2013. |
| 2013 | Lynn J. Joyce has served as Senior Executive Vice President and Chief Financial Officer of Southern States since 2013. |
| 2013 | Jay F. Pumroy has served as a member of the Board of Directors of the Anniston Soup Bowl, Inc. since 2013. |
| 2014 | Brian S. Holmes has also owned and served as managing member of Holmes & Holmes Holding, LLC, since 2014. |
| 2015 | Alfred J. Hayes, Jr. began serving as a director in 2015. |
| 2016 | Registration Rights Agreement, dated as of December 28, 2016, by and among Southern States Bancshares, Inc. and the purchasers party thereto. |
| 2016 | Stock Purchase Agreement by and among Southern States Bancshares, Inc. and the purchasers identified on the signature pages thereto, dated as of December 27, 2016. |
| 2017 | 2017 Incentive Stock Compensation Plan. |
| 2019 | Mark A. Chambers was appointed by the board as our Chief Executive Officer and President on April 28, 2023. |
| 2019 | Greg B. Smith has served as Senior Executive Vice President and Chief Risk Officer of Southern States since 2019. |
| 2019 | Lewis C. Beavers began serving as a director in 2019. |
| 2019 | Agreement and Plan of Merger by and between Southern States Bancshares, Inc. and East Alabama Financial Group, Inc., dated as of May 7, 2019. |
| 2019 | Loan Agreement, dated August 20, 2019, between Southern States Bancshares, Inc. and First Horizon Bank (formerly First Tennessee Bank National Association), and related Revolving Credit Note. |
| 2020 | Cynthia S. McCarty began serving as a director in 2020. |
| 2020 | First Amendment to Loan Agreement, dated November 6, 2020, between Southern States Bancshares, Inc. and First Horizon Bank, and related Amended and Restated Revolving Credit Note. |
| 2020 | Pursuant to a director retirement agreement that we assumed in connection with the acquisition of Small Town Bank, Mr. Beavers was eligible to receive retirement benefits beginning on July 1, 2020 if he is no longer serving on the board. |
| 2021 | First Amendment to Employment Agreement, dated April 13, 2021, by and between Mark Chambers and Southern States Bank. |
| 2021 | First Amendment to Employment Agreement, dated April 13, 2021, by and between Lynn Joyce and Southern States Bank. |
| 2021 | First Amendment to Employment Agreement, dated April 13, 2021, by and between Greg Smith and the Company. |
| 2022 | Mark A. Chambers joined the board on March 16, 2022. |
| 2022 | Mark A. Chambers began serving as a director in 2022. |
| 2022 | Second Amendment to Loan Agreement, dated July 20, 2022, between Southern States Bancshares, Inc. and First Horizon Bank (formerly First Tennessee Bank National Association), and related Second Amended and Restated Revolving Credit Note. |
| 2022 | Indenture, dated February 7, 2022, by and between Southern States Bancshares, Inc. and UMB Bank, N.A., as trustee. |
| 2022 | Form of Subordinated Note Purchase Agreement, dated February 7, 2022, by and among Southern States Bancshares, Inc. and each Purchaser. |
| 2022 | Form of Registration Rights Agreement, dated February 7, 2022, by and among Southern States Bancshares, Inc. and each Purchaser. |
| 2022 | Indenture, dated October 26, 2022, by and between Southern States Bancshares, Inc. and UMB Bank, N.A., as trustee. |
| 2022 | Form of Subordinated Note Purchase Agreement, dated October 26, 2022, by and among Southern States Bancshares, Inc. and each Purchaser. |
| 2022 | Form of Registration Rights Agreement, dated October 26, 2022, by and among Southern States Bancshares, Inc. and each Purchaser. |
| 2022 | The Compensation Committee and Board approved an Executive Deferred Restricted Stock Unit Plan (the Deferred Plan) in December 2022. |
| 2022 | On October 26, 2022, we issued and sold $40.0 million in aggregate principal amount of 7.00% Fixed-to-Floating Rate Subordinated Notes due 2032 (the Notes) in a private placement. |
| 2023 | Daniel A. Cummings began serving as a director in 2023. |
| 2023 | Jonathan W. Hinton began serving as a director in 2023. |
| 2023 | Christine Hunsaker began serving as a director in 2023. |
| 2024 | Agreement and Plan of Merger by and between Southern States Bancshares, Inc. and CBB Bancorp, dated as of February 27, 2024. |
| 2024 | Third Amendment to Loan Agreement, dated August 23, 2024, between Southern States Bancshares, Inc. and First Horizon Bank (formerly First Tennessee Bank National Association), and related Third Amended and Restated Revolving Credit Note. |
| 2024 | Richard E. Drews, Jr. became an employee and joined the board on July 31, 2024, in connection with our acquisition of Century Bank of Georgia. |
| 2024 | Richard E. Drews, Jr. began serving as a director in July 2024. |
| 2024-12-31 | Fiscal year end. |
| 2025-03-31 | Southern States Bancshares, Inc. and FB Financial Corporation entered into an Agreement and Plan of Merger. |
| 2025-04-16 | As of April 16, 2025, the registrant had 9,922,708 shares of common stock, $5 par value per share, issued and outstanding. |
| 2025-04-18 | Date of filing the amendment. |
Keywords
merger, FB Financial, FirstBank, Southern States Bancshares, Form 10-K, corporate governance, executive compensation, directors, financial statements, banking
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.