FB Financial Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

FB FINANCIAL CORPORATION

(Name of Registrant as Specified its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 11, 2024

Dear Shareholder,

We would like to extend a personal invitation for you to join us at the 2024 annual meeting of shareholders which will be held on May 23, 2024, at 1:00 p.m. Central Time at the company's headquarters at 1221 Broadway, Suite 1300, Nashville, Tennessee 37203.

We have elected to provide access to our proxy materials by internet in accordance with the Securities and Exchange Commission's "notice and access" rules. Accordingly, on or about April 11, 2024, we will mail to our shareholders a notice of internet availability of proxy materials. On the date of the mailing of the notice of internet availability of proxy materials, all shareholders of record and beneficial owners will have the ability to access all of our proxy materials at the website address set forth in the notice of internet availability of proxy materials and in the accompanying proxy statement. These proxy materials will be available free of charge. We are constantly focused on improving the ways our shareholders can access information about FB Financial Corporation and believe that providing our proxy materials by internet increases the ability of our shareholders to access the information they need while simultaneously reducing the cost and materials of our annual meeting.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. For instructions on voting, please refer to the instructions on the notice of internet availability of proxy materials that you received in the mail or, if you received a hard copy of the proxy statement, on the accompanying proxy card. You can request to receive proxy materials by mail or email. You may vote by mail or via the internet. You will find our proxy statement, 2023 annual report to shareholders, and other important information at our website: https://investors.firstbankonline.com.

Your vote is important. We hope that you will be able to attend the 2024 annual meeting of shareholders. We look forward to seeing you.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are hereby invited to attend the 2024 annual meeting of shareholders of FB Financial Corporation.

By Order of the Board of Directors,

Beth W. SimsGeneral Counsel and Corporate Secretary

April 11, 20241221 Broadway, Suite 1300Nashville, Tennessee 37203

Important Notice regarding the Internet availability of Proxy Materials for the Shareholder Meeting to be Held on May 23, 2024. This proxy statement, the proxy card, and 2023 annual report to shareholders are available under the "Stock and Filings" link on the Investor Relations page of our website at: https://investors.firstbankonline.com or by visiting the website included on the notice of internet availability or proxy card.

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