424B5 1 ea0306006-01.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291507

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated September 21, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated November 13, 2025)

% Fixed-to-Floating Rate Subordinated Notes due 2036

We are offering $ aggregate principal amount of % Fixed-to-Floating Rate Subordinated Notes due 2036 (the “subordinated notes”). The subordinated notes will mature on , 2036. From and including the date of original issuance to, but excluding, , 2031, or the date of earlier redemption, the subordinated notes will bear interest at a fixed rate of % per annum, payable semi-annually in arrears on and of each year, commencing on , 2027. From and including , 2031, to, but excluding the maturity date or the date of earlier redemption, the subordinated notes will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR (as defined herein)) plus a spread of basis points, payable quarterly in arrears on , , and of each year, commencing on , 2031. Notwithstanding the foregoing, in the event that the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.

We may, at our option, redeem the subordinated notes (i) in whole or in part beginning with the interest payment date of , 2031, and on any interest payment date thereafter or (ii) in whole but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” or FB Financial Corporation becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). The redemption price for any redemption is 100% of the principal amount of the subordinated notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of the subordinated notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent then required under applicable laws or regulations, including capital regulations. The subordinated notes will not be convertible or exchangeable.

There is no sinking fund for the subordinated notes. The subordinated notes will be unsecured and will rank junior to all of our existing and future senior indebtedness. In addition, the subordinated notes will be effectively subordinated to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness. The subordinated notes will be structurally subordinated to all of the existing and future liabilities and obligations of our subsidiaries, including the deposit liabilities and claims of other creditors of our bank subsidiary, FirstBank. The subordinated notes will be equal in right of payment with any of our existing and future subordinated indebtedness. The subordinated notes will be obligations of FB Financial Corporation only and will not be obligations of, and will not be guaranteed by, any of our subsidiaries. For a more detailed description of the subordinated notes, see “Description of the Subordinated Notes.”

The subordinated notes will not be listed on any national securities exchange or quoted on a quotation system. Currently, there is no public market for the subordinated notes.

	Per Note	Total
Public offering price(1)	%	$
Underwriting discounts and commissions to be paid by us(2)	%	$
Proceeds, before expenses, to us(1)	%	$

___________

(1) Plus accrued interest, if any, from , 2026, to the date of delivery.

(2) We will also reimburse the underwriter for certain expenses incurred in this offering. See “Underwriting” in this prospectus supplement for details.

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		S-v
SUMMARY		S-1
THE OFFERING		S-2
RISK FACTORS		S-5
USE OF PROCEEDS		S-13
CAPITALIZATION		S-14
DESCRIPTION OF THE SUBORDINATED NOTES		S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		S-32
CERTAIN ERISA AND BENEFIT PLAN CONSIDERATIONS		S-37
UNDERWRITING		S-39
LEGAL MATTERS		S-42
EXPERTS		S-42

		Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
THE COMPANY		4
RISK FACTORS		5
USE OF PROCEEDS		6
DESCRIPTION OF CAPITAL STOCK		7
DESCRIPTION OF SENIOR AND SUBORDINATED DEBT SECURITIES		13
DESCRIPTION OF DEPOSITARY SHARES		21
DESCRIPTION OF PURCHASE CONTRACTS		24
DESCRIPTION OF UNITS		25
DESCRIPTION OF WARRANTS		26
DESCRIPTION OF RIGHTS		28
SELLING SHAREHOLDERS		30
PLAN OF DISTRIBUTION		31
LEGAL MATTERS		33
EXPERTS		33
WHERE YOU CAN FIND MORE INFORMATION		33
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		34

Issuer:		FB Financial Corporation
Securities Offered:		$ aggregate principal amount of % Fixed-to-Floating Rate Subordinated Notes due 2036.
Maturity Date:		, 2036 (the “Maturity Date”).
Issue Date:		, 2026.
Interest Rate:		From and including the date of original issuance to, but excluding, , 2031 or the date of earlier redemption (the “fixed rate period”), the subordinated notes will bear interest at a fixed rate of % per annum, payable semi-annually in arrears on and of each year (each, a “fixed rate interest payment date”), commencing on , 2027. The last fixed rate interest payment date for the fixed rate period will be , 2031, unless earlier redeemed. From and including , 2031 to, but excluding, the Maturity Date or the date of earlier redemption (the “floating rate period”), the subordinated notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of basis points, payable quarterly in arrears on , , and of each year (each, a “floating rate interest payment date” and, together with the fixed rate interest payment dates, the “interest payment dates”), commencing on , 2031. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero. For each interest period during the floating rate period, “Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions (each as defined under “Description of the Subordinated Notes — Interest”). If the calculation agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined under “Description of the Subordinated Notes”) have occurred with respect to Three-Month Term SOFR, then the provisions under “Description of the Subordinated Notes — Effect of Benchmark Transition Event,” which are referred to herein as the “benchmark transition provisions,” will thereafter apply to all determinations of the interest rate on the subordinated notes for each interest period during the floating rate period. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the subordinated notes for each interest period during the floating rate period will be an annual rate equal to the Benchmark Replacement (as defined under “Description of the Subordinated Notes”) plus basis points.

Listing:		Currently, there is no public market for the subordinated notes. We do not intend to apply for listing of the subordinated notes on any securities exchange or automated dealer quotation system.
Use of Proceeds:		We expect to receive net proceeds from this offering of approximately $ , after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including providing capital to FirstBank to support its growth. See “Use of Proceeds.”
Tax Consequences:		You should carefully review the section entitled “Material U.S. Federal Income Tax Consequences” in this prospectus supplement and discuss the tax consequences of your particular situation with your tax advisor.
Certain ERISA and Benefit Plan Considerations:		For a discussion of certain prohibited transactions and fiduciary duty issues pertaining to purchases by or on behalf of an employee benefit plan, you should read “Certain ERISA and Benefit Plan Considerations.”
Global Note; Book-Entry System:		The subordinated notes offered hereby will be issued only in fully registered form without interest coupons and in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The subordinated notes offered hereby will be evidenced by a global note deposited with the trustee under the indenture for the subordinated notes, as custodian for DTC. Beneficial interests in the global note will be shown on, and transfers of those beneficial interests can only be made through, records maintained by DTC and its participants. See “Description of the Subordinated Notes — Form, Denomination, Transfer, Exchange and Book-Entry Procedures.”
Risk Factors:		An investment in the subordinated notes involves risks. You should carefully consider the information contained under the section entitled “Risk Factors” in this prospectus supplement beginning on page S-5 and the accompanying prospectus and under the section entitled “Risk Factors” included as Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other filings with the SEC, as well as other information included or incorporated by reference into this prospectus supplement and the accompanying prospectus, including our financial statements and the notes thereto, before making an investment decision.
Trustee:		U.S. Bank Trust Company, National Association.
Calculation Agent:		We will appoint a calculation agent for the subordinated notes prior to the commencement of the floating rate period. We will act as the initial calculation agent.

	As of June 30, 2026
(dollars in thousands except share data) (unaudited)	Actual			As Adjusted for this Offering
Cash and cash equivalents	$	1,112,357		$
Liabilities
Deposits
Noninterest-bearing	$	2,775,208		$	2,775,208
Interest-bearing checking		2,479,291			2,479,291
Money market and savings		5,786,480			5,786,480
Customer time deposits		2,620,285			2,620,285
Brokered and internet time deposits		685,902			685,902
Total deposits		14,347,166			14,347,166
Borrowings		314,513
Notes Offered Hereby		—
Operating lease liabilities		57,940			57,940
Accrued expenses and other liabilities		139,858			139,858
Total liabilities		14,859,477
Shareholders’ Equity
Common stock, $1 par value per share; 75,000,000 shares authorized; 49,976,755 shares issued and outstanding	$	49,977		$	49,977
Additional paid-in capital		981,194			981,194
Retained earnings		940,824			940,824
Accumulated other comprehensive loss, net		(35,464	)		(35,464	)
Total common shareholders’ equity		1,936,531			1,936,531
Noncontrolling interest		93			93
Total equity		1,936,624			1,936,624
Total liabilities and shareholders’ equity		16,796,101

Capital Ratios
Common equity tier 1 capital to risk-weighted assets		11.0	%		%
Tier 1 capital to risk-weighted assets		11.0	%		%
Total capital to risk-weighted assets		12.9	%		%
Tier 1 leverage to average assets		10.1	%		%