FB Financial Announces Pricing of Initial Public Offering

NASHVILLE, Tenn. (September 15, 2016) – FB Financial Corporation (“FB Financial” or the “Company”), a holding company that operates through its wholly owned banking subsidiary, FirstBank, announced today the pricing of its initial public offering of 5,882,352 shares of common stock at a public offering price of $19.00 per share for a total offering size of $111,764,688.00.

In addition, FB Financial has granted underwriters a 30-day option to purchase from the Company up to an additional 882,352 shares of common stock, at the initial public offering price, which if exercised in full would result in a total offering size of $128,529,376.00.

The shares of common stock are expected to begin trading on the New York Stock Exchange (NYSE) on September 16, 2016, under the ticker symbol “FBK.” The offering is expected to close on September 21, 2016, subject to customary closing conditions.

J.P. Morgan, UBS Investment Bank, and Keefe, Bruyette & Woods, Inc., are acting as the joint book-running managers for the offering, and Raymond James, Sandler O’Neill + Partners, L.P., and Stephens Inc. are acting as co-managers.

A registration statement relating to the Company’s common stock has been filed with, and declared effective by, the Securities and Exchange Commission. The offering has been made only by means of a prospectus. Copies of the final prospectus related to the offering may be obtained, when available, from J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204; from UBS Investment Bank, 1285 Avenue of the Americas, New York, NY 10019, attention: Prospectus Department, or by calling (888) 827-7275; or from Keefe, Bruyette & Woods, Inc., A Stifel Company, 787 Seventh Avenue, Fourth Floor, New York, NY 10019, attention: Equity Capital Markets, or by calling (800) 966-1559.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About FB Financial Corporation

FB Financial Corporation is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered bank, with 45 full-service bank branches across Tennessee, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has $2.9 billion in total assets.

Forward-Looking Statements

This press release contains “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes,” “expects” and “intends.” Forward-looking statements are based on FB Financial’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s filings with the SEC, including its registration statement on Form S-1, as amended, under the caption “Risk factors.”

Investor contact:

Lisa Arnold
FirstBank
investors@firstbankonline.com
(615) 564-1212

Media contacts:

Jeanie Rittenberry
FirstBank
jrittenberry@firstbankonline.com
(615) 313-8328