FB Financial Corp

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted, modified, orterminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Other Events

Amended and Restated Employment Agreements

On February 23, 2024, FB Financial Corporation (the “Company”) and FirstBank (“FirstBank”), the Company’s wholly owned subsidiary, entered into amended and restated employment agreements (the “new agreements”) with the following named executive officers: Christopher T. Holmes, President and Chief Executive Officer, Michael M. Mettee, Chief Financial Officer, Travis K. Edmondson, Chief Banking Officer, Aimee T. Hamilton, Chief Risk Officer, and R. Wade Peery, Chief Innovations Officer (collectively, the “named executive officers”). The agreements replace and supersede each of the named executive officer’s respective prior employment agreements (the “prior agreements”).

Term. The initial terms of the new agreements are for three years from the effective date, February 23, 2024, of the respective agreement. The terms automatically renew on each anniversary thereafter for additional one-year periods.

Compensation. The base salaries under the new agreements are set at a minimum and are subject to annual review and increases. Mr. Holmes’ new agreement provides that he is entitled to an annual base salary of $725,000, an annual bonus target of $725,000, and a potential long-term incentive plan award of $1,250,000. Mr. Mettee’s new agreement provides that he is entitled to an annual base salary of $405,000, an annual bonus target of $250,000, and a potential long-term incentive plan award of $250,000. Mr. Edmondson’s new agreement provides that he is entitled to an annual base salary of $400,000, an annual bonus target of $250,000, and a potential long-term incentive plan award of $250,000. Ms. Hamilton’s new agreement provides that she is entitled to an annual base salary of $362,000, an annual bonus target of

$175,000, and a potential long-term incentive plan award of $176,000. Mr. Peery’s new agreement provides that he is entitled to an annual base salary of $326,000, an annual bonus target of $272,000, and a potential long-term incentive plan award of $408,000. The annual bonus and long-term incentive awards will be subject to performance and other vesting conditions as established by the Compensation Committee of the board of directors of the Company.

Additionally, annual short-term incentive compensation and annual long-term incentive compensation awards are set at a minimum for each executive, and in each case are subject to annual review and adjustment. The named executive officers are entitled to participate in all incentive, savings, retirement, welfare and fringe benefit plans generally made available to the Company’s senior executive officers. Mr. Holmes also receives automobile expenses, country club dues, and a term life insurance policy of $2,500,000.

Obligation of the Company in Event of Termination and Non-Renewal. The named executive officers’ employment may be terminated any time by either party, and the new agreements automatically terminate on the respective officer’s death or disability.

Resignation for Good Reason, Termination Other Than for Cause, Death or Disability. If employment is terminated by the Company other than for cause, death or disability, or the named executive officer resigns for “good reason” (as defined in the employment agreements) then the named executive officer will receive a severance payment equal to two times the sum of (i) the named executive officer’s current base salary and (ii) the greater of (x) the average annual bonus paid to the officer for the three immediately preceding fiscal years, or (y) the target annual bonus for the fiscal year in which the termination occurs. The named executive officers are also entitled to participate in the Company's health plan for 18 months at the active employee rate.

Termination for Cause, Resignation by Executive other than Resignation for Good Reason; Death; Retirement. If the named executive officer’s employment is terminated by the Company for cause, by the officer other than for good reason, retirement, or in the event of the officer’s death, then the Company shall have no further obligations under the employment agreement, other than for payment of any accrued salary, which shall be paid to the officer or the officer’s estate or beneficiary, and payments of other benefits, as applicable.

Termination for Disability. If the Company terminates a named executive officer’s employment for disability, then the Company shall pay a lump sum amount equal to six months of his or her respective base salary, plus a prorated portion of the officer’s target annual bonus opportunity for the fiscal year in which the disability occurred.

Termination following a Change in Control. If, within 12 months following a change in control, the Company terminates the named executive officer’s employment other than for cause, or the named executive officer terminates employment for good reason then the named executive officer will receive (A) his or her accrued salary and (B) an amount equal to two and one-half times (three times in the case of Mr. Holmes) the sum of his or her current base salary plus a bonus equal to the greater of (x) the average annual bonus paid to the officer for the three immediately preceding fiscal years, or (y) the target annual bonus for the fiscal year in which the termination occurs.

Obligation of the Company in Event of Non-Renewal. If the Company elects not to renew the term of the named executive officer’s employment agreement, and within 12 months following the expiration of such term, the Company terminates the officer’s employment other than for cause, death, or disability, then the officer will receive a severance payment equal to two times the sum of his or her current base salary and the greater of (x) the average annual bonus for the three immediately preceding fiscal years, or (y) the target annual bonus for the fiscal year in which the termination occurs.

Treatment of Outstanding Equity Awards. In the event of a termination following a change of control, death, retirement, resignation for good reason, or termination other than for cause, death or disability, the officer’s outstanding time-based equity awards shall become fully vested (to the extent not previously vested), and each of the respective officer’s then outstanding performance-based equity awards shall remain outstanding and shall vest, in whole, in part, or not at all, on a pro rata basis based on the level of achievement of applicable performance metrics at the end of the performance period.

Restrictive Covenants. The employment agreements contain confidentiality, non-competition, and employee and customer non-solicitation covenants that apply during employment and for one year after the named executive officer’s termination of employment.

The foregoing description of the named executive officers’ employment agreements is qualified in its entirety by the full text of the employment agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2024.