FB Financial Corp
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
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Sep 30, 2026 · Filed Nov 2, 2026
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Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2026, 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.”
Retention Equity Award
On October 30, 2026, the Compensation Committee of the Board of Directors of FB Financial Corporation (the “Company”) unanimously approved a retention equity award to Christopher Holmes and Michael Mettee, the Company’s President & Chief Executive Officer and Chief Financial & Operating Officer respectively, consisting of a performance share unit award with a target grant date value of $4,100,000 and $2,500,000 (the “Retention PSU Award”) respectively. The Retention PSU Awards will vest in January 2032 based on the Company’s total shareholder return relative to the Company's Comparator Group over the performance period beginning January 1, 2027 and ending December 31, 2031, subject to Mr. Holmes and Mr. Mettee’s continued employment with the Company through the end of the performance period. The retention equity award is intended to support the long-term retention of Mr. Holmes and Mr. Mettee and was developed after consideration of input from the Committee’s independent compensation consultant.
In the event Mr. Holmes or Mr. Mettee’s employment terminates due to death or Disability (as defined in the applicable award agreement), the Retention PSU Award will vest on a prorated basis based on actual performance through the date of termination. In the event of a Change in Control (“CIC”) (as defined in the applicable award agreement), the Retention PSU Award will convert into time-based restricted stock units based on the greater of (i) target performance or (ii) actual performance measured through the CIC. The converted restricted stock units will vest on the earlier of (a) the end of the original performance period or (b) a qualifying termination of employment following the CIC. In the event of any other termination of employment, the unvested portion of the Retention PSU Award will be forfeited.
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