v3.26.1
Mergers and Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Mergers and Acquisitions 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:
Purchase Price:
Net shares issued8,124,241 
Purchase price per share on June 30, 2025$45.30 
Value of stock consideration$368,028 
Cash consideration for outstanding stock options and fractional shares 327 
Total purchase price$368,355 
Fair value of net assets acquired260,563 
Goodwill resulting from merger$107,792 
Net assets acquired
The following table summarizes the fair values of assets acquired and liabilities assumed as of the merger date:
As of July 1, 2025
Southern States Bancshares, Inc.
ASSETS
Cash and cash equivalents $370,474 
Investments38,175 
Loans held for sale, at fair value756 
Loans HFI2,266,549 
Allowance for credit losses on PCD loans(7,518)
Premises and equipment37,016 
Bank-owned life insurance39,971 
Core deposit intangible30,820 
Other assets54,131 
Total assets$2,830,374 
LIABILITIES
Deposits:
Noninterest-bearing $562,479 
Interest-bearing checking102,666 
Money market and savings1,161,832 
Customer time deposits515,120 
Brokered and internet time deposits126,433 
Total deposits2,468,530 
Borrowings83,008 
Accrued expenses and other liabilities18,273 
Total liabilities assumed2,569,811 
Net assets acquired$260,563 
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.
As of July 1, 2025
Southern States Bancshares, Inc.
Purchased credit-deteriorated loans
Principal balance$402,735 
Allowance for credit losses at acquisition(7,518)
Net discount attributable to other factors(10,381)
Loans purchased credit-deteriorated fair value$384,836 
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.
Three Months Ended June 30,Six Months Ended June 30,
2025 2025 
Net interest income$140,844 $276,716 
Total revenues96,000 256,557 
Net (loss) income applicable to FB Financial Corporation(2,503)48,681