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FB Financial Corp

For the period ended Dec 31, 2025. Filed Apr 6, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 6, 2026

Use the contents to explore the available documents and sections.

FBK$54.17-0.2%Stored close · as of Nov 6, 2026
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Contents

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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. )

Filed by the Registrant ýFiled by a Party other than the Registrant ☐

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

(Name of Registrant as Specified its Charter)

Not Applicable

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

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

☐ 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 8, 2026

Dear Shareholder,

We would like to extend a personal invitation for you to join us at the 2026 annual meeting of shareholders which will be held on May 21, 2026, 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 8, 2026 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, 2025 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 2026 annual meeting of shareholders. We look forward to seeing you.

Christopher T. HolmesWilliam F. Carpenter III
President and Chief Executive OfficerChair of the Board

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are hereby invited to attend the 2026 annual meeting of shareholders of FB Financial Corporation.

WHENMay 21, 2026 at 1:00 p.m. Central Time.
WHEREThe annual meeting will be held at 1221 Broadway, Suite 1300, Nashville, Tennessee 37203.
RECORD DATEShareholders of record as of the close of business on March 27, 2026 will be entitled to notice of and to vote at the 2026 annual meeting of shareholders.
ITEMS OF BUSINESS1.Election of 13 directors to serve until the 2027 annual meeting of shareholders and until their successors have been duly elected and qualified;2.Approval of the FB Financial Corporation 2026 Incentive Plan; 3.Approval of an amendment to the FB Financial Employee Stock Purchase Plan;4.To conduct a non-binding, advisory vote on the compensation of our named executive officers; 5.Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standards; 6.Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and7.Such other business as may properly come before the meeting or any adjournment or postponement thereof.
PROXY MATERIALSOur proxy materials, which include the accompanying proxy statement, proxy card, and 2025 annual report to shareholders are first being sent or made available to shareholders on or about April 8, 2026. You may access the proxy materials electronically 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.

By Order of the Board of Directors,

Beth W. SimsGeneral Counsel and Corporate Secretary

April 8, 20261221 Broadway, Suite 1300Nashville, Tennessee 37203

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to be Held on May 21, 2026. This proxy statement, the proxy card, and 2025 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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Table of Contents

Proxy Statement and Annual Meeting Summary1Policies, Guidelines and Other Practices37
Questions and Answers2Compensation Committee Interlocks and Insider Participation39
Proposal 1 — Election of Directors6Compensation Committee Report39
Director Nominees6Executive Compensation Tables40
Board Qualifications15Summary Compensation Table40
Corporate Governance15Grants of Plan-Based Awards Table41
Overview15Outstanding Equity Awards at Fiscal Year End42
Board Composition16Stock Vested44
Board Leadership Structure and Executive Sessions16Employment Agreements and Potential Post-Employment Payments44
Director Independence16CEO Pay Ratio48
Director Refreshment16Pay Versus Performance49
Board's Role in Risk Management and Oversight16Equity Compensation Plan Information54
Cyber Security17Director Compensation55
Pledging and Hedging17Proposal 2 — Approval of the FB Financial Corporation 2026 Incentive Plan56
Meetings of the Board and Committees18Proposal 3 — Approval of an Amendment to the FB Financial Employee Stock Purchase Plan62
Standing Committees of the Board18Proposal 4 — Non-Binding, Advisory Vote Regarding the Compensation of the Named Executive Officers64
Director Nomination Process20Proposal 5 — Approval of Amendments to the Company's Charter to Eliminate Supermajority Voting Requirements65
Shareholder Nominations to the Board20Proposal 6 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm67
Code of Business Conduct and Ethics21Audit Committee Report68
Corporate Governance Guidelines21Submission of Shareholder Proposals69
Communications with the Board21Additional Information70
Independent Compensation Consultant22Other Matters70
Certain Relationships and Related Transactions22Appendix A - Second Amended and Restated CharterA-1
Loans to Officers, Directors and Affiliates22Appendix B - GAAP to non-GAAP ReconciliationsB-1
Related Person Transaction Policy22Appendix C - 2026 Incentive PlanC-1
Stock Ownership Matters23Appendix D - Amendment to the Employee Stock Purchase PlanD-1
Delinquent Section 16(a) Reports23
Security Ownership of Management and Certain Beneficial Owners24
Executive Officers25
Compensation Discussion and Analysis26
Compensation Best Practices27
Compensation Philosophy and Objectives27
Compensation Decision-Making28
Market Competitiveness29
Elements and Mix of Compensation30

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