FB Financial Corp

Note (1)—Basis of presentation

Overview and presentation

FB Financial Corporation is a financial holding company headquartered in Nashville, Tennessee. The Company operates primarily through its wholly-owned subsidiary bank, FirstBank and its subsidiaries. As of June 30, 2026, the Bank had 90 full-service branches throughout Tennessee, Alabama, Kentucky and Georgia, and provided commercial and consumer banking services to the Asheville, North Carolina market.

The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with U.S. GAAP interim reporting requirements and general banking industry guidelines, and therefore, do not include all information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K.

The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported results of operations for the reporting periods and the related disclosures. Although management’s estimates contemplate current conditions and how they are expected to change in the future, it is reasonably possible that actual conditions could vary from those anticipated, which could cause the Company’s financial condition and results of operations to vary significantly from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholders’ equity.

Earnings per common share

Basic EPS excludes dilution and is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares issuable under stock-based compensation plans where securities have been granted but are not yet vested and distributable. Diluted EPS is computed by dividing earnings attributable to common shareholders by the weighted average number of common shares outstanding for the period, plus an incremental number of common-equivalent shares computed using the treasury stock method.

The following is a summary of the basic and diluted earnings per common share calculations for each of the periods presented:

(1) Excludes 121,221 restricted stock units outstanding considered to be antidilutive for the three months ended June 30, 2026 and 176,589 restricted stock units outstanding considered to be antidilutive for the three months ended June 30, 2025. There wereno such restricted units outstanding for the six months ended June 30, 2026 or 2025.

Recently adopted accounting standards:

The Company did not adopt any new accounting standards that were not disclosed in the Company's 2025 audited consolidated financial statements included on Form 10-K.

Newly issued not yet effective accounting standards:

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update is intended to provide investors more detailed disclosures around specific types of expenses. This ASU requires certain details for expenses presented on the face of the consolidated statements of income as well as selling expenses to be presented in the notes to the consolidated financial statements. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-08, “Financial Instruments – Credit Losses (Topic 326): Purchased Loans.” Under Topic 326, when loans are purchased the acquirer is required to make a determination as to which loans are PCD and which are non-PCD. PCD loans are then accounted for using the gross-up approach, which requires the recognition of an ACL for the estimate of credit losses at acquisition date by recording an offsetting gross-up adjustment to the purchase price of the acquired financial asset. Under this amendment, the gross-up approach is expanded and applied to non-PCD loans (except credit cards) that are deemed to be seasoned. A purchased seasoned loan is defined as a loan (excluding credit cards) that is acquired without credit deterioration and acquired either through a business combination transaction, or acquired at least 90 days after origination where the acquirer was not involved in the origination of the loan. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments are to be applied prospectively to loans that are acquired on or after the initial application date and early adoption is permitted in an interim or annual reporting period. The Company did not early adopt this amendment for the Southern States merger, but may consider early adoption of this update prior to its required effective date.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” The objective of this update is to more closely align hedge accounting with the economics of an entity’s risk management activities. The update addresses five specific issues with the intent to better reflect hedging strategies with financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. While not currently applicable, as the Company does not have any hedging activity, the Company is evaluating the impact this will have on the Company's consolidated financial statements and related disclosures should hedging activities occur.

Subsequent events

The Company has evaluated, for consideration of recognition or disclosure, subsequent events that occurred through the date of issuance of these financial statements. The Company has determined that there were no subsequent events that occurred after June 30, 2026, but prior to the issuance of these financial statements, that would have a material impact on the Company’s consolidated financial statements.

Note (2)—Mergers and acquisitions:

On July 1, 2025, the Company completed its merger with Southern States Bancshares, Inc. and its wholly-owned subsidiary, Southern States Bank, with FB Financial Corporation continuing as the surviving entity. After consolidating duplicative locations, the merger added 13 branches and expanded the Company’s footprint in Alabama and Georgia. The Company transferred consideration of $368,028 through a combination of the issuance of 8,124,241 shares of common stock and payment of $327 in cash to settle outstanding stock options and cash in lieu of fractional shares. As a result of the merger, the Company added total assets of $2,830,374, total loans of $2,267,305 and total deposits of $2,468,530.

The merger with Southern States Bancshares, Inc. was accounted for pursuant to ASC 805, “Business Combinations”. Accordingly, the purchase price of the merger was allocated to the acquired assets and liabilities assumed based on fair values as of July 1, 2025. The excess of the purchase price over the net assets acquired was recorded as goodwill. As of March 31, 2026, the Company finalized its valuation of all assets acquired and liabilities assumed.

Goodwill of $107,792 was recorded in connection with the transaction. The goodwill is not deductible for income tax purposes. Goodwill is included in the Banking segment as substantially all of the operations resulting from the merger with Southern States are in alignment with the Company’s banking business.

The Company recognized a core deposit intangible of $30,820 and is amortizing the intangible asset over its estimated useful life of 10 years using the sum of years digits method.

The Company incurred $1,447 in merger expenses during the six months ended June 30, 2026 and $2,734 and $3,135 during the three and six months ended June 30, 2025, respectively, in connection with this transaction. No such expenses were incurred during the three months ended June 30, 2026. These expenses are primarily comprised of legal and professional fees, severance and other employee-related costs, and costs associated with branch consolidation, conversion and integration activities. Additional merger-related and integration costs will be expensed in future periods as incurred.

The following table presents an allocation of the consideration to net assets acquired:

Net assets acquired

The following table summarizes the fair values of assets acquired and liabilities assumed as of the merger date:

Purchased credit-deteriorated loans

Under the CECL methodology, the Company is required to determine whether purchased loans held for investment have experienced more-than-insignificant deterioration in credit quality since origination, and, if so, the loan is classified as a PCD loan. Loans that have experienced this level of deterioration in credit quality are subject to special accounting at initial recognition and measurement. The Company initially measures the amortized cost of a PCD loan by adding the acquisition date estimate of expected credit losses to the loan’s purchase price (i.e. the “gross up” approach). There is no provision for credit loss recognized upon acquisition of a PCD loan because the initial allowance is established through gross-up of the loans’ amortized cost.

The Company determined that 17.0% of the Southern States loan portfolio had more-than-insignificant deterioration in credit quality since origination as of the merger date. These PCD loans were primarily loans that were either delinquent, in nonaccrual status or otherwise exhibited signs of credit deterioration prior to the merger.

Loans recognized through acquisition that have not experienced more-than-insignificant credit deterioration since origination (non-PCD loans) are initially recognized at the purchase price. Expected credit losses are measured under CECL through the provision for credit losses. The Company recorded provisions for credit losses in the amounts of $25,123 as of July 1, 2025 in the statement of income related to estimated credit losses on non-PCD loans from Southern States. Additionally, the Company estimates expected credit losses for off-balance sheet loan commitments that are not accounted for as derivatives. The Company recorded an increase in provision for credit losses on unfunded commitments of $3,243 as of July 1, 2025 related to the Southern States merger.

Pro forma financial information (unaudited)

The results of operations of Southern States have been included in the Company’s consolidated financial statements prospectively beginning on July 1, 2025. The Company has determined it is impractical to disclose stand-alone revenues and earnings for legacy Southern States subsequent to the merger date, due to the merging of certain processes and converting of operational systems during the third quarter of 2025. The following unaudited pro forma condensed consolidated financial information presents the results of operations for the three and six months ended June 30, 2025, as though the Southern States merger had been completed as of January 1, 2024. The unaudited pro forma information combines the historical results of Southern States with the Company’s previously reported financial results, applies the impact of purchase accounting adjustments from the merger, as well as subsequent recognition of those purchase accounting adjustments, such as accretion from purchased loans, amortization from purchased deposits and debt and amortization of certain acquired intangible assets as if the merger was completed as of January 1, 2024, and excludes $28,366 of initial provision expense for credit losses on acquired loans and unfunded commitments from the third quarter of 2025 and instead includes such expenses in the first quarter of 2024. Merger expenses are reflected in the period in which they were incurred. The pro forma information presented below is hypothetical and is not intended to be indicative of the results of operations that would have occurred had the transaction been effective as of the assumed date. Additionally, these results do not include any effect of cost-saving or revenue-enhancing strategies.

Note (3)—Investment securities

The following tables summarize the amortized cost, allowance for credit losses and fair value of the AFS debt securities and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive loss, net at June 30, 2026 and December 31, 2025:

The components of amortized cost for AFS debt securities on the consolidated balance sheets exclude accrued interest receivable as the Company has elected to present accrued interest receivable separately on the consolidated balance sheets. As of June 30, 2026 and December 31, 2025, total accrued interest receivable on AFS debt securities was $5,100 and $5,101, respectively.

AFS debt securities pledged at June 30, 2026 and December 31, 2025 had carrying amounts of $829,803 and $810,579, respectively, and were pledged to secure public deposits and repurchase agreements.

Within AFS debt securities, there were no aggregate holdings of any single issuer, other than U.S. Government sponsored enterprises, in an amount greater than 10% of shareholders’ equity during any period presented.

AFS debt securities transactions are recorded as of the trade date. At both June 30, 2026 and December 31, 2025, there wereno trade date receivables nor payables that related to sales or purchases settled after period end.

The following tables show gross unrealized losses on AFS debt securities for which an allowance for credit losses hasnot been recorded at June 30, 2026 and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

As of June 30, 2026 and December 31, 2025, the Company’s AFS debt securities portfolio consisted of 344 and 324 individual securities,240 and 209 of which were in an unrealized loss position, respectively.

The Company has historically not recorded any credit losses in AFS debt securities as the majority of the investment portfolio was either government guaranteed, an issuance of a government sponsored entity or highly rated by major credit rating agencies. Municipal debt securities with market values below amortized cost at June 30, 2026 and December 31, 2025 were reviewed for material credit events and/or rating downgrades with individual credit reviews performed. The issuers of these municipal debt securities continue to make timely principal and interest payments under the contractual terms of the securities and the issuers will continue to be observed as a part of the Company’s ongoing credit monitoring. As such, as of June 30, 2026 and December 31, 2025, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Further, it is not likely that the Company will be required to sell these securities before recovery of their amortized cost basis. Therefore, no allowance for credit losses was recognized on AFS debt securities as of June 30, 2026 or December 31, 2025. Periodically, AFS debt securities may be sold, or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates.

The amortized cost and fair value of AFS debt securities by contractual maturity as of June 30, 2026 and December 31, 2025 are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Sales and other dispositions of AFS debt securities were as follows:

Equity Securities

Equity securities, at fair value

The Company held $6,000 and $155 in marketable equity securities recorded at fair value as of June 30, 2026 and December 31, 2025, respectively.

The change in the fair value of equity securities recorded at fair value resulted in a net gain of $1 for the three and six months ended June 30, 2026. There wereno such amounts recognized for the three and six months ended June 30, 2025.

Restricted equity securities, at cost

The table below represents the Company’s restricted equity securities held at cost as of June 30, 2026 and December 31, 2025.

Equity securities without readily determinable market value

The Company held equity securities without a readily determinable market value included in other assets on the consolidated balance sheets with carrying amounts of $30,324 and $32,038 at June 30, 2026 and December 31, 2025, respectively.

Equity method investment

The Company holds equity securities of a privately held entity which originates manufactured housing loans through utilization of its proprietary technology. As of June 30, 2026 and December 31, 2025, the Company has the ability to exercise significant influence over this entity and therefore accounts for these equity securities under the equity method. Under this method, the carrying value of the investment is adjusted to reflect the Company’s proportionate share of the investee's profit or loss. This investment is reported in other assets on the consolidated balance sheets with carrying amounts of $16,516 and $17,611 as of June 30, 2026 and December 31, 2025, respectively. The Company’s investment includes a basis difference of $17,103, which is accounted for as equity method goodwill.

Note (4)—Loans and allowance for credit losses on loans HFI

Loans outstanding as of June 30, 2026 and December 31, 2025, by class of financing receivable are as follows:

As of June 30, 2026 and December 31, 2025, $991,819 and $988,111, respectively, of qualifying residential mortgage loans (including loans held for sale) and $2,884,796 and $2,829,765, respectively, of qualifying commercial mortgage loans were pledged to the FHLB system securing advances against the Bank’s line of credit. Additionally, as of June 30, 2026 and December 31, 2025, qualifying commercial and industrial, construction and consumer loans, of $2,723,084 and $2,879,586, respectively, were pledged to the Federal Reserve under the Borrower-in-Custody program.

The amortized cost of loans HFI on the consolidated balance sheets exclude accrued interest receivable as the Company presents accrued interest receivable separately on the consolidated balance sheets. As of June 30, 2026 and December 31, 2025, accrued interest receivable on loans HFI amounted to $50,497 and $50,140, respectively.

Credit Quality - Commercial Type Loans

The Company categorizes commercial loan types into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans that share similar risk characteristics collectively. Loans that do not share similar risk characteristics may be evaluated individually.

The Company uses the following definitions for risk ratings:

Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes.

The following tables present the credit quality of the Company’s commercial type loan portfolio as of June 30, 2026 and December 31, 2025 and the gross charge-offs for the six months ended June 30, 2026 and the year ended December 31, 2025 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.

Credit Quality - Consumer Type Loans

For consumer and residential loan classes, the Company primarily evaluates credit quality based on delinquency and accrual status of the loan, credit documentation and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality. Nonperforming loans include loans that are no longer accruing interest (nonaccrual loans) and loans past due ninety or more days and still accruing interest.

The following tables present the credit quality by classification of the Company’s consumer type loan portfolio as of June 30, 2026 and December 31, 2025 and the gross charge-offs for the six months ended June 30, 2026 and the year ended December 31, 2025 by year of origination. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination.

Nonaccrual and Past Due Loans

The following tables represent an analysis of the aging by class of financing receivable as of June 30, 2026 and December 31, 2025:

The following tables provide the amortized cost basis of loans on nonaccrual status, as well as any related allowance as of June 30, 2026 and December 31, 2025 by class of financing receivable.

The following presents interest income recognized on nonaccrual loans for the three and six months ended June 30, 2026 and 2025:

Accrued interest receivable written off as an adjustment to interest income amounted to $398 and $643 for the three and six months ended June 30, 2026, respectively, and $1,054 and $1,341 for the three and six months ended June 30, 2025, respectively.

Loan Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Company may make certain modifications of loans to borrowers experiencing financial difficulty. These modifications may be in the form of an interest rate reduction, a term extension, principal forgiveness, payment deferral or a combination thereof. Upon the Company’s determination that a modified loan has subsequently been deemed uncollectible, the portion of the loan deemed uncollectible is charged off against the allowance for credit losses on loans HFI. The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Tables within this section exclude loans that were paid off or are otherwise no longer in the loan portfolio as of period end.

The following table presents the amortized cost of FDM loans as of June 30, 2026 and 2025 by type of concession granted that were modified during the three and six months ended June 30, 2026 and 2025.

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty:

For FDM loans, a subsequent payment default is defined as the earlier of the FDM loans being placed on nonaccrual status or reaching 30 days past due with respect to principal and/or interest payments.

The following tables depict loans that defaulted during the three and six months ended June 30, 2026 and six months ended June 30, 2025 that were previously modified in the prior 12 months. No financing receivables modified in the preceding twelve months had a payment default during the three months ended June 30, 2025.

At June 30, 2026, the Company had $1,400 of commitments to lend additional funds to borrowers whose loans were classified as a FDM loan. There wereno such commitments as of June 30, 2025.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The tables below depict the performance of loans HFI as of June 30, 2026 and 2025 made to borrowers experiencing financial difficulty that were modified in the prior 12 months.

(1) Loans were on nonaccrual when modified and subsequently classified as FDM.

(1) Loans were on nonaccrual when modified and subsequently classified as FDM.

Collateral-Dependent Loans

For collateral-dependent loans, or those loans for which repayment is expected to be provided substantially through the operation or sale of collateral, where the borrower is also experiencing financial difficulty, the following tables present the loans by class of financing receivable.

Allowance for Credit Losses on Loans HFI

Effective June 30, 2025, the Company changed certain estimation techniques, inputs, and assumptions used to estimate expected credit losses on loan portfolios and unfunded commitments. Following a periodic review of its credit loss estimation process, the Company adopted a discounted cash flow methodology, adjusted for current conditions and reasonable and supportable forecasts, for all loan segments except consumer and other loans, which utilize the weighted average remaining maturity methodology. The same methodologies are used to estimate expected credit losses on off-balance sheet commitments. Additional information regarding these changes is included in Note 1, “Basis of presentation and summary of significant accounting policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company performed evaluations within its updated qualitative framework, assessing for information not otherwise captured in model loss estimation process. The Company considers the qualitative factors that are relevant to the institution as of the reporting date, which may include, but are not limited to: levels of and trends in delinquencies and performance of loans; levels of and trends in write-offs and recoveries collected; trends in volume and terms of loans; effects of any changes in reasonable and supportable economic forecasts; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and expertise; available relevant information sources that contradict the Company’s own forecast; effects of changes in prepayment expectations or other factors affecting assessments of loan contractual terms; industry conditions; and effects of changes in credit concentrations.

The following tables provide the changes in the allowance for credit losses on loans HFI by class of financing receivable for the three and six months ended June 30, 2026 and 2025:

Note (5)—Other real estate owned

The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at the lower of the carrying amount of the underlying loan or the fair value of the real estate less costs to sell. The following table summarizes the other real estate owned for the three and six months ended June 30, 2026 and 2025:

Included within the other real estate owned balance above, foreclosed residential real estate properties totaled $3,552 and $4,008 as of June 30, 2026 and December 31, 2025, respectively.

The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $6,941 and $4,732 as of June 30, 2026 and December 31, 2025, respectively.

Note (6)—Leases

As of June 30, 2026, the Company was the lessee in 48 operating leases and 1 finance lease of certain branch, mortgage and operations locations with original terms greater than one year.

Many leases include options to renew, with terms that can extend the lease up to an additional 20 years or more. Certain lease agreements contain provisions to periodically adjust rental payments for inflation. Renewal options that management is reasonably certain to renew and fixed rent escalations are included in the right-of-use asset and lease liability.

Information related to the Company’s leases is presented below as of June 30, 2026 and December 31, 2025:

The components of total lease expense included in the consolidated statements of income were as follows:

The Company does not separate lease and non-lease components and instead elects to account for them as a single lease component. Variable lease cost primarily represents variable payments such as common area maintenance, utilities, and property taxes.

A maturity analysis of operating and finance lease liabilities and a reconciliation of cash flows to lease liabilities as of June 30, 2026 is as follows:

Note (7)—Mortgage servicing rights

Changes in the Company’s mortgage servicing rights were as follows for the three and six months ended June 30, 2026 and 2025:

The following table summarizes servicing income and expense, which are included in mortgage banking income and other noninterest expense, respectively, in the consolidated statements of income for the three and six months ended June 30, 2026 and 2025:

Data and key economic assumptions, as well as the valuation's sensitivity to interest rate fluctuations, related to the Company’s mortgage servicing rights as of June 30, 2026 and December 31, 2025 are as follows:

The sensitivity calculations above are hypothetical changes and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change. The derivative instruments utilized by the Company, which were not included in the above sensitivities, would serve to offset the estimated impacts to fair value included in the table above. See Note 10, “Derivatives” for additional information on these derivative instruments.

As of June 30, 2026 and December 31, 2025, the Company held mortgage escrow deposits totaling $113,556 and $69,055, respectively, related to loans sold with servicing retained.

Note (8)—Income taxes

The following table presents a reconciliation of federal income taxes at the statutory federal rate of 21.0% to the Company’s effective tax rates for the three and six months ended June 30, 2026:

The following table presents a reconciliation of federal income taxes at the statutory federal rate of 21.0% to the Company's effective tax rates for the three and six months ended June 30, 2025:

For the three and six months ended June 30, 2025, a one-time gross tax benefit of $10,713 was recognized due to the expiration of the statute of limitations with respect to an amended income tax return and the associated interest.

Note (9)—Commitments and contingencies

Commitments to extend credit and letters of credit

The Company issues certain financial instruments to meet customer financing needs, including loan commitments, credit lines and letters of credit. The agreements associated with these types of unfunded loan commitments provide credit or support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.

The same credit and underwriting policies the Company uses to evaluate and underwrite loans are also used to originate unfunded loan commitments, including obtaining collateral at exercise of the commitment. These unfunded loan commitments are only recorded in the consolidated financial statements when drawn upon and many expire without being used. The Company’s maximum off-balance sheet exposure to credit loss from these unfunded loan commitments is represented by the contractual amount of these instruments.

As of June 30, 2026 and December 31, 2025, unfunded loan commitments included above with floating interest rates totaled $3,051,958 and $3,012,819, respectively.

Effective June 30, 2025, the Company adopted a discounted cash flow methodology, adjusted for current conditions and reasonable and supportable forecasts, to estimate expected credit losses for all loan segments except consumer and other loans, which utilize the weighted average remaining maturity methodology. Additional information regarding these changes is included in Note 1, “Basis of presentation and summary of significant accounting policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

As part of the credit loss process, the Company estimates expected credit losses on its unfunded loan commitments under the CECL methodology. When applying this methodology, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions.

The table below presents activity within the allowance for credit losses on unfunded loan commitments included in accrued expenses and other liabilities on the Company’s consolidated balance sheets:

Loan repurchases or indemnifications

In connection with the sale of mortgage loans to third-party private investors or government sponsored agencies, the Company makes representations and warranties as to the propriety of its origination activities, which are typical and customary to these types of transactions. Occasionally, investors require the Company to repurchase loans sold to them or otherwise indemnify the investor against certain losses under the terms of the warranties. When the Company is required to repurchase the loans, the loans are recorded at fair value in loans HFI. The total principal amount of loans repurchased or indemnified for was $353 and $1,364 for the three and six months ended June 30, 2026, respectively and $2,018 and $3,251 for the three and six months ended June 30, 2025, respectively.

At June 30, 2026 and December 31, 2025, the Company had $786 and $696, respectively, of reserves associated with potential losses on loans previously sold included in accrued expenses and other liabilities on the Company’s consolidated balance sheets.

Legal Proceedings

Various legal claims arise from time to time in the normal course of business, which, in the opinion of management, will not have a material effect on the Company’s consolidated financial statements.

Note (10)—Derivatives

The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as interest rate exposure for its customers. Derivative financial instruments are included in the consolidated balance sheets line item other assets or other liabilities at fair value in accordance with ASC 815, “Derivatives and Hedging.” See Note 1, “Basis of presentation and summary of significant accounting policies,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the Company’s accounting policies related to derivative instruments and hedging activities.

As of June 30, 2026 and December 31, 2025, the Company did not have any derivatives designated as fair value or cash flow hedges.

Derivatives not designated as hedging instruments

Derivatives not designated under hedge accounting rules include those that are entered into as either economic hedges as part of the Company’s overall risk management strategy or to facilitate client needs. Economic hedges are those that are not designated as a fair value or cash flow hedge for accounting purposes but are necessary to economically manage the risk exposure associated with the assets and liabilities of the Company.

The Company enters into derivative instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.

The Company enters into interest rate-lock commitments on residential loan commitments that will be held for resale. These are considered derivative instruments with no hedge accounting designation, and the interest rate exposure on these commitments is economically hedged primarily with forward contracts. Gains and losses arising from changes in the valuation of the interest rate-lock commitments are recognized currently in earnings and are reflected under the line-item mortgage banking income in the consolidated statements of income.

The Company also enters into forwards, futures and option contracts to economically hedge the change in fair value of mortgage servicing rights. Gains and losses associated with these instruments are included in earnings and are reflected under the line-item mortgage banking income in the consolidated statements of income.

The following tables provide details on the Company’s non-designated derivative financial instruments as of the dates presented:

(Losses) gains included in the consolidated statements of income related to the Company’s non-designated derivative financial instruments were as follows:

Netting of Derivative Instruments

Certain financial instruments, including derivatives, may be subject to master netting arrangements with counterparties. However, the Company does not offset derivative assets and liabilities on the consolidated balance sheets, as it has not established a legally enforceable right of offset.

The following table presents the Company’s gross derivative assets and liabilities recognized on the consolidated balance sheets and the potential effect of offsetting under master netting arrangements, including collateral pledged, for disclosure purposes only. Collateral is reflected only to the extent it would offset a derivative liability position.

Collateral Requirements

Most derivative contracts are secured by collateral. Accordingly, pursuant to the interest rate agreements with derivative counterparties, the Company may be required to accept or post collateral with these derivative counterparties. As of June 30, 2026 and December 31, 2025, the Company had collateral posted of $31,829 and $30,675, respectively, against its obligations under these agreements. Cash pledged as collateral on derivative contracts is recorded in other assets on the consolidated balance sheets.

Note (11)—Fair value of financial instruments

ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.

The hierarchy is broken down into the following three levels, based on the reliability of inputs:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.

The Company records the fair values of financial assets and liabilities on a recurring and nonrecurring basis using the following methods and assumptions:

The balances and levels of the assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 are presented in the following tables:

The balances and levels of the assets measured at fair value on a nonrecurring basis as of June 30, 2026 and December 31, 2025 are presented in the following tables:

The significant unobservable inputs (Level 3) used in the valuation and changes in fair value associated with the Company’s mortgage servicing rights for the three and six months ended June 30, 2026 and 2025 are detailed at Note 7, “Mortgage servicing rights.”

The following tables present information as of June 30, 2026 and December 31, 2025 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:

Fair value for collateral-dependent loans is determined based on the estimated value of the collateral securing the loans, less estimated selling costs and closing costs related to liquidation of the collateral. For loans secured by real estate, the fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel. For non-real estate collateral, fair value is determined based on various sources, including third-party asset valuation and internally determined values based on cost adjusted or other judgmentally determined factors. Collateral-dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on changes in market conditions from the time of valuation and management’s knowledge of the borrower and borrower’s business. As of June 30, 2026 and December 31, 2025, total amortized cost of collateral-dependent loans measured on a nonrecurring basis amounted to $52,659 and $29,057, respectively. The allowance for credit losses is calculated as the amount for which the loan’s amortized cost basis exceeds fair value.

Other real estate owned acquired in settlement of indebtedness is recorded at fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Any write-downs based on the asset’s fair value at the date of foreclosure are charged to the allowance for credit losses.

Appraisals for both collateral-dependent loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics. Collateral-dependent loans that are dependent on recovery through sale of equipment, such as farm equipment, automobiles and aircrafts are generally valued based on public source pricing or subscription services while more complex assets are valued through leveraging brokers who have expertise in the collateral involved.

Fair value option

The following table summarizes the Company’s loans held for sale as of the dates presented:

Mortgage loans held for sale

Net gains of $440 and net losses of $1,250 resulting from fair value changes of mortgage loans held for sale were recorded in income during the three and six months ended June 30, 2026, respectively, compared to net losses of $372 and net gains of $1,828 during the three and six months ended June 30, 2025, respectively. The Company also recognized fair value changes on derivative instruments used to hedge market-related risk associated with these mortgage loans. When combined with the fair value changes of the underlying loans, the total resulted in net losses of $1,021 and $13 for the three and six months ended June 30, 2026, respectively, compared to a net loss of $876 and a net gain of $1,940 for the three and six months ended June 30, 2025, respectively.

The change in fair value of mortgage loans held for sale and the related derivative instruments are recorded in mortgage banking income in the consolidated statements of income. Election of the fair value option allows the Company to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value.

The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these mortgage loans held for sale, valuation adjustments attributable to instrument-specific credit risk is nominal.

The following table summarizes the differences between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of June 30, 2026 and December 31, 2025:

The following table contains the estimated fair values and the related carrying values of the Company’s financial instruments. Non-financial instruments are excluded from the table below.

Note (12)—Segment reporting

The Company and the Bank are engaged in the business of banking and provide a full range of financial services to its customers. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer, the Company’s chief operating decision maker. The Company has identifiedtwo distinct reportable segments—Banking and Mortgage. The Company’s primary segment is Banking, which provides a full range of deposit and lending products and services to corporate, commercial and consumer customers. The Company also originates conforming residential mortgage loans through its Mortgage segment, whose activities include the servicing of residential mortgage loans and securitization of loans to third-party private investors or government sponsored agencies.

The chief operating decision maker uses income before income taxes as the measure of segment profit or loss to assess the performance of and allocate resources to each segment. Interest income provides the primary revenue in the Banking segment, and mortgage banking income provides the primary revenue in the Mortgage segment. Interest expense, provision for credit losses, salaries, commissions, employee benefits and merger and integration costs provide the significant expenses in the Banking segment, and salaries, commissions and employee benefits provide the significant expenses in the Mortgage segment. These figures are regularly provided to the chief operating decision maker and are monitored through budget-to-actual variance review.

The Company assigns a transfer rate to allocate net interest income to products and business segments. Through this process, the Company formulates a loan funding charge and a deposit funding credit for its entire loan and deposit portfolios. The intent of the transfer rate methodology is to transfer interest rate risk among the segments and allow management to better measure the net interest margin contribution of its products and business segments. Changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data. Prior period results have been adjusted to conform to the current methodology.

The following tables present selected financial information with respect to the Company’s reportable segments for the three and six months ended June 30, 2026 and 2025.

(1) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.

(1) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.

(1) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.

(1) Other noninterest expense includes expenses for occupancy and equipment expense, data processing, advertising, legal and professional fees and other expenses. Additionally, other noninterest expense for Mortgage includes servicing expenses.

Note (13)—Minimum capital requirements

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

Under regulatory guidance for non-advanced approach institutions, the Bank and Company are required to maintain minimum capital ratios as outlined in the table below. Minimum risk-based capital adequacy ratios below include a capital conservation buffer of 2.50%. As of June 30, 2026 and December 31, 2025, the Bank and Company met all capital adequacy requirements to which they are subject. Additionally, under U.S. Basel III Capital Rules, the Bank and Company opted out of including accumulated other comprehensive income in regulatory capital.

Actual and required capital amounts and ratios are included below as of the dates indicated.

Note (14)—Stock-based compensation

Restricted Stock Units

The Company grants RSUs under compensation arrangements for the benefit of certain employees, executive officers and directors. RSU grants are subject to time-based vesting with associated compensation recognized on a straight-line basis based on the grant date fair value of the awards. The total number of RSUs granted represents the number of awards eligible to vest based upon the service conditions set forth in the grant agreements.

The following table summarizes changes in RSUs for the six months ended June 30, 2026:

The total fair value of RSUs vested and released was $5,723 and $6,145 for the three and six months ended June 30, 2026, respectively, and $5,199 and $5,930 for the three and six months ended June 30, 2025, respectively.

The compensation cost related to these grants and vesting of RSUs was $1,815 and $4,801 for the three and six months ended June 30, 2026, respectively, and $1,690 and $4,596 for the three and six months ended June 30, 2025, respectively. This includes amounts paid related to director grants and compensation elected to be settled in stock amounting to $248 and $545 during the three and six months ended June 30, 2026, respectively, and $231 and $474 during the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, there was $10,076 of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average period of 2.01 years. During the three months ended June 30, 2026, a new stock-based compensation plan became effective which increased the total number of shares available for issuance during the period. As of June 30, 2026, there were 1,807,860 shares available for issuance under the Company's plan.

As of June 30, 2026 and December 31, 2025, there was $230 and $335, respectively, accrued in accrued expenses and other liabilities related to dividend equivalent units declared which is to be paid upon vesting and distribution of the underlying RSUs.

Performance-Based Restricted Stock Units

The Company awards PSUs to certain employees and executive officers. Under the terms of the awards, the number of units that will vest and convert to shares of common stock will be based on the Company’s achievement of certain performance metrics over a fixed three-year performance period. The number of shares issued upon vesting can range from 0% to 200% of the PSUs granted.

PSUs performance factors are based on the Company’s achievement of core return on average tangible common equity over the performance period relative to a predefined peer group as well as the Company’s adjusted tangible book value over the performance period.

The following table summarizes information about the changes in PSUs as of and for the six months ended June 30, 2026:

The following table summarizes data related to the Company’s outstanding PSUs as of June 30, 2026:

Compensation expense for PSUs is estimated each period based on the fair value of the Company’s stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the performance period of the awards. For the three and six months ended June 30, 2026, the Company recorded compensation benefit related to PSUs of $539 and compensation expense of $1,836, respectively, and compensation expense of $1,292 and $3,217 for the three and six months ended June 30, 2025 respectively.

As of June 30, 2026, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was $12,411, and the weighted average remaining performance period over which the cost could be recognized was 2.00 years. As of June 30, 2026 and December 31, 2025, there was $240 and $298, respectively, accrued in accrued expenses and other liabilities related to dividend equivalent units declared which is to be paid upon vesting and distribution of the underlying PSUs.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan under which employees, through payroll deductions, are able to purchase shares of Company common stock. The employee purchase price is 95% of the lower of the market price at the beginning or end of each six month offering period. The maximum number of shares issuable during any offering period is 200,000 shares, limited to 725 shares for each participating employee. There wereno shares issued under the ESPP during the three months ended June 30, 2026 or 2025. There were 8,624 and 8,161 shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $413 and $340 during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there were 2,246,305 shares available for issuance under the ESPP.

Note (15)—Related party transactions

Loans

The Bank has made loans to executive officers, directors, and significant shareholders of the Company and their related interests and expects to continue to make loans to related parties in the ordinary course of business, in compliance with regulatory requirements.

An analysis of loans to executive officers, the directors and significant shareholdersof the Bank and their related interests is presented below:

Unfunded commitments to executive officers, the directors and significant shareholders and their related interests totaled $41,191 and $47,182 at June 30, 2026 and December 31, 2025, respectively.

Deposits

The Bank held deposits from related parties totaling $306,747 and $406,258 as of June 30, 2026 and December 31, 2025, respectively.

Leases

The Bank leases office space from entities owned by related parties under varying terms. Lease expense for these properties totaled $101 and $203 for the three and six months ended June 30, 2026, respectively, and $98 and $200 for the three and six months ended June 30, 2025, respectively.

Aviation lease

Through a wholly-owned subsidiary, FBK Aviation, LLC, the Company owns and maintains an aircraft. FBK Aviation, LLC maintains non-exclusive aircraft leases with entities owned by certain directors. The Company recognized income of $48 and $70 for the three and six months ended June 30, 2026, respectively, and $6 and $25 for the three and six months ended June 30, 2025, respectively, under these agreements.

Equity investment in preferred stock and master loan purchase agreement

The Company holds an equity investment in a privately held entity which originates manufactured housing loans through utilization of its proprietary technology. As a result of the investment, the Company holdstwo board seats on the entity’s board of directors. The Company also has a master loan purchase agreement with the entity to purchase up to $250,000 in manufactured housing loan production over an initial five-year term. Under this agreement, the Company purchased $10,935 and $19,846 of loans for the three and six months ended June 30, 2026, respectively, and purchased $18,516 and $28,010 of loans for the three and six months ended June 30, 2025. As of June 30, 2026 and December 31, 2025, the amortized cost of these loans HFI amounted to $156,272 and $142,532, respectively. See Note 3, “Investment securities”, for additional information on this investment.