FB Financial Corp 2024年度报告

(MarkOne)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ________ to ________ Commission File Number001-37875_____________________________________________________________ FB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter)______________________________________________________________ Tennessee(State or other jurisdiction ofincorporation or organization)1221 Broadway,Suite 1300Nashville,Tennessee(Address of principal executive offices) Registrant’s telephone number, including area code: (615)564-1212___________________________________________________________ Securities registered pursuant to Section12(b) of the Act: Trading Symbol(s) Securities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§ 232.405of this chapter)during the preceding 12months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held bynon-affiliates of the registrant was1,363,325,628, based on the closing sale price of $39.03 per share as reported on the New York Stock Exchange.The number of shares of registrant’s Common Stock outstanding as of February 11, 2025 was46,678,175. Portions of the registrant’s Definitive Proxy Statement relating to the registrant's 2024 Annual Meeting of Shareholders, which will be filed within 120 days after December31,2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents PART I. Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II. Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities34Item 6.[RESERVED]35Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data75Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure137Item 9A.Controls and Procedures137Item 9B.Other Information137Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections137 PART III. Item 10.Directors, Executive Officers and Corporate Governance138Item 11.Executive Compensation138Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters138Item 13.Certain Relationships and Related Transactions, and Directors Independence138Item 14.Principal Accounting Fees and Services138 PART IV. Item 15.Exhibits and Financial Statement Schedules139Item 16.Form 10-K Summary141SIGNATURES142 GLOSSARY OF ABBREVIATIONS AND ACRONYMS