FB Financial Corporation 3,200,000 Shares of Common Stock, par value $1.00 per share Underwriting AgreementFB Financial Corp • May 25th, 2018 • State commercial banks • New York
James W. Ayers (the “Selling Shareholder”) proposes to sell to you, as underwriters (the “Underwriters”), an aggregate of 3,200,000 shares of common stock, par value $ 1.00 per share (the “Underwritten Shares”), of FB Financial Corporation, a Tennessee corporation (the “Company”). In addition, the Selling Shareholder proposes to sell, at the option of the Underwriters, up to an additional 480,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AGREEMENT AND PLAN OF MERGER by and among FRANKLIN FINANCIAL NETWORK, INC., FB FINANCIAL CORPORATION and PAISLEY ACQUISITION CORPORATION _____________________Agreement and Plan of Merger • January 24th, 2020 • FB Financial Corp • State commercial banks • Tennessee
AGREEMENT AND PLAN OF MERGER, dated as of January 21, 2020 (this “Agreement”), by and among Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), FB Financial Corporation, a Tennessee corporation (“Parent”), and Paisley Acquisition Corporation, a Tennessee corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”).
such notice to cure such alleged conduct, provided that such conduct is, in the reasonable discretion of the Chief Executive Officer of Company, susceptible to a cure; (iv) any act of fraud, misappropriation, or embezzlement by Executive, whether or...Employment Agreement • November 3rd, 2023 • FB Financial Corp • State commercial banks • Tennessee
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 26th, 2017 • FB Financial Corp • State commercial banks • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 26, 2017, is made by and among FB FINANCIAL CORPORATION, a Tennessee corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2024 • FB Financial Corp • State commercial banks • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 23rd day of February 2024 by and among FB FINANCIAL CORPORATION (“Company”), FIRSTBANK, a Tennessee bank (“Bank”), a wholly owned subsidiary of the Company, and Christopher T. Holmes (“Executive”). Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”
FB Financial Corporation 2,500,000 Shares of Common Stock, par value $1.00 per share Underwriting AgreementUnderwriting Agreement • June 10th, 2021 • FB Financial Corp • State commercial banks • New York
James W. Ayers (the “Selling Shareholder”) proposes to sell to you, as underwriters (the “Underwriters”), an aggregate of 2,500,000 shares of common stock, par value $1.00 per share (the “Shares”), of FB Financial Corporation, a Tennessee corporation (the “Company”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 24th, 2020 • FB Financial Corp • State commercial banks • Tennessee
This Voting and Support Agreement, dated as of January 21, 2020 (this “Agreement”), is by and between FB Financial Corporation, a Tennessee corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Franklin Financial Network, Inc., a Tennessee corporation (the “Company”). Capitalized terms used herein but not defined shall have the meanings specified in the Merger Agreement (as defined below).
AWARD AGREEMENT FirstBank 2012 Equity Based Incentive PlanAward Agreement • March 16th, 2018 • FB Financial Corp • State commercial banks • Tennessee
THIS AWARD AGREEMENT (the “Agreement”) is made under the FIRSTBANK 2012 EQUITY BASED INCENTIVE PLAN, and is made, effective as of the 1ST day of February, 2012 (the “Grant Date”), between FirstBank, a Tennessee corporation (the “Company”), and __________________________ (the “Participant”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 18th, 2020 • FB Financial Corp • State commercial banks • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of August 14, 2020, is by and among U.S. Bank National Association, as Trustee (herein, together with its successors in interest, the “Trustee”), FB Financial Corporation, a Tennessee corporation (the “Successor Company”), and Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), under the Indenture referred to below.
SHAREHOLDER’S AGREEMENT BY AND BETWEEN FB FINANCIAL CORPORATION AND JAMES W. AYERS DATED AS OF September 15, 2016Shareholder’s Agreement • November 15th, 2016 • FB Financial Corp • State commercial banks • Tennessee
This SHAREHOLDER’S AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made as of September 15, 2016 (the “Effective Time”) by and between FB Financial Corporation, a Tennessee corporation (the “Company”) and James W. Ayers (the “Shareholder”).
R E S T R I C T E D S T O C K U N I T A W A R D C E R T I F I C A T E Non- transferable G R A N T T O (“Grantee”) by FB Financial Corporation (the “Company”) of _______ restricted stock units convertible, on a one-for-one basis, into shares of Stock...FB Financial Corp • February 27th, 2024 • State commercial banks • Tennessee
The Units are granted pursuant to and subject to the provisions of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Units, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FB FINANCIAL CORPORATION AND JAMES W. AYERS DATED AS OF September 15, 2016Registration Rights Agreement • November 15th, 2016 • FB Financial Corp • State commercial banks • Tennessee
This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made as of September 15, 2016 (the “Effective Time”) by and between FB Financial Corporation, a Tennessee corporation (the “Company”) and James W. Ayers (“Ayers”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2016 • FB Financial Corp • State commercial banks • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 19th day of August, 2016 (the “Effective Date”) by and between FB FINANCIAL CORPORATION (the “Holding Company”), FIRSTBANK, a Tennessee bank (the “Bank”), a wholly-owned subsidiary of the Holding Company, and CHRISTOPHER T. HOLMES (“Executive”), to be effective as of the Effective Date.
RESTRICTED STOCK UNIT AWARD CERTIFICATE Non-transferable GRANT TO (“Grantee”) by FB Financial Corporation (the “Company”) of ________ restricted stock units convertible, on a one-for-one basis, into shares of Stock (the “Units”).Restricted Stock • May 6th, 2024 • FB Financial Corp • State commercial banks • Tennessee
The Units are granted pursuant to and subject to the provisions of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Units, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
TERMS AND CONDITIONS 1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. For purposes of this Award Certificate, “Company” shall be deemed to include the Company and...FB Financial Corp • February 28th, 2023 • State commercial banks • Tennessee
AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • September 6th, 2016 • FB Financial Corp • State commercial banks
THIS AMENDMENT (the “Amendment”) is entered into as of August 19, 2016 by and between FIRSTBANK, a Tennessee bank (the “FirstBank”) and CHRISTOPHER T. HOLMES (“Executive”). Together, FirstBank and Executive may be referred to hereinafter as the “Parties”.
SECOND AMENDMENT TO SHAREHOLDER’S AGREEMENTShareholder’s Agreement • November 4th, 2020 • FB Financial Corp • State commercial banks
This SECOND AMENDMENT TO SHAREHOLDER’S AGREEMENT (this “Amendment”), dated and effective as of October 29, 2020, amends that certain Shareholder’s Agreement, dated as of September 15, 2016 and as amended on January 21, 2020 (the “Agreement”), by and between FB Financial Corporation (the “Company”) and James W. Ayers (the “Shareholder”). All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Agreement.
AMENDMENT TO EBI UNIT AWARD AGREEMENTAward Agreement • March 16th, 2018 • FB Financial Corp • State commercial banks
This Amendment ("Amendment") is effective as of the 1st day of March, 2018, and amends that certain EBI Unit Award Agreement between the Employee and FirstBank (the "Company") having the terms summarized above (the "EBI Unit Award Agreement"). Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the EBI Unit Award Agreement.
S CORPORATION TERMINATION AND TAX SHARING AGREEMENTTax Sharing Agreement • August 19th, 2016 • FB Financial Corp • State commercial banks • Tennessee
This S Corporation Termination and Tax Sharing Agreement, dated as of , 2016 (the “Agreement”), is made by and between FB Financial Corporation, a Tennessee corporation (the “Company”), and James W. Ayers (the “Shareholder”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD CERTIFICATE Non-transferable GRANT TO (“Grantee”) by FB Financial Corporation (the “Company”) of ________ restricted stock units convertible, on a one-for-one basis, into shares of Stock (the “Units”).Restricted Stock • February 27th, 2024 • FB Financial Corp • State commercial banks • Tennessee
The Units are granted pursuant to and subject to the provisions of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Units and signing below, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
R E S T R I C T E D S T O C K U N I T A W A R D C E R T I F I C A T EFB Financial Corp • March 31st, 2017 • State commercial banks
The Units are granted pursuant to and subject to the provisions of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Units, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2024 • FB Financial Corp • State commercial banks • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 1st day of May 2024 by and among FB FINANCIAL CORPORATION (“Company”), FIRSTBANK, a Tennessee bank (“Bank”), a wholly owned subsidiary of the Company, and Scott J. Tansil (“Executive”). Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”
P E R F O R M A N C E - B A S E D R E S T R I C T E D S T O C K U N I T A W A R D C E R T I F I C A T E Non-transferable G R A N T T O (“Grantee”) by FB Financial Corporation (the “Company”) of ________ restricted stock units convertible, on a...FB Financial Corp • May 11th, 2020 • State commercial banks • Tennessee
The Units are granted pursuant to and subject to the provisions of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Units and signing below, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
S CORPORATION TERMINATION AND TAX SHARING AGREEMENTTax Sharing Agreement • November 15th, 2016 • FB Financial Corp • State commercial banks • Tennessee
This S Corporation Termination and Tax Sharing Agreement, dated as of September 15, 2016 (the “Agreement”), is made by and among FB Financial Corporation, a Tennessee corporation (the “Company”), and James W. Ayers (the “Shareholder”).
AWARD AGREEMENT FirstBank 2012 Equity Based Incentive PlanAward Agreement • September 6th, 2016 • FB Financial Corp • State commercial banks • Tennessee
THIS AWARD AGREEMENT (the “Agreement”) is made under the FIRSTBANK 2012 EQUITY BASED INCENTIVE PLAN, and is made, effective as of August 19, 2016 (the “Grant Date”), between FirstBank, a Tennessee corporation (the “Company”), and Christopher T. Holmes (the “Participant”).
FIRSTBANK DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • September 6th, 2016 • FB Financial Corp • State commercial banks • Tennessee
This Deferred Compensation Agreement (the “Agreement”), effective as of December 31, 2014, is executed on this 28th day of April, 2015, by and between First South Bancorp, Inc., a Tennessee corporation (the “Company”), FirstBank, a Tennessee state bank wholly-owned by the Company (the “Employer”), and Christopher T. Holmes (the “Executive”).
SEPARATION AGREEMENTSeparation Agreement • February 27th, 2024 • FB Financial Corp • State commercial banks • Tennessee
THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of the Effective Date, as defined in Paragraph 6 hereof, by and between FB Financial Corporation (the “Holding Company”), FirstBank, a Tennessee bank and wholly-owned subsidiary of the Holding Company (the “Bank” and, together with the Holding Company, the “Company”) and Wilburn (“Wib”) J. Evans (“Executive”). Together, the Company, the Bank and Executive may be referred to hereinafter as the “Parties”.
FIRST AMENDMENT TO SHAREHOLDER’S AGREEMENTShareholder’s Agreement • January 24th, 2020 • FB Financial Corp • State commercial banks
This FIRST AMENDMENT TO SHAREHOLDER’S AGREEMENT (this “Amendment”), dated and effected as of January 21, 2020, amends that certain Shareholder’s Agreement, dated as of September 15, 2016 (the “Agreement”), by and between FB Financial Corporation (the “Company”) and James W. Ayers (the “Shareholder”). All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Agreement.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD CERTIFICATE Non-transferable GRANT TO (“Grantee”) by FB Financial Corporation (the “Company”) of ________ restricted stock units convertible, on a one-for-one basis, into shares of Stock (the “Units”).Award Agreement • May 6th, 2024 • FB Financial Corp • State commercial banks • Tennessee
The Units are granted pursuant to and subject to the provisions of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Units and signing below, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 26th, 2017 • FB Financial Corp • State commercial banks • Tennessee
This First Amendment (this “Amendment”) to that certain Stock Purchase Agreement, dated as of February 8, 2017, by and among FB Financial Corporation, a Tennessee corporation (“Buyer”), FirstBank, a Tennessee state banking corporation and a wholly-owned subsidiary of Buyer (“Buyer Bank”), Clayton HC, Inc., a Tennessee corporation (“Seller”), Clayton Bank and Trust, a Tennessee state bank and wholly-owned subsidiary of Seller (“CBT”), American City Bank, a Tennessee state bank and wholly-owned subsidiary of Seller (“ACB”), and James L. Clayton, a significant shareholder of Seller (“Clayton”), is made and entered into as of May 26, 2017 by and among Buyer, Buyer Bank, Seller, CBT, ACB and Clayton.
VOTING AGREEMENTVoting Agreement • December 27th, 2019 • FB Financial Corp • State commercial banks • Tennessee
This Voting Agreement (this “Agreement”), dated September 17, 2019, is entered into by and between FB Financial Corporation, Inc., a Tennessee corporation (“FB Financial”), and [●] (the “Shareholder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 24th, 2020 • FB Financial Corp • State commercial banks • Tennessee
This Voting and Support Agreement, dated as of January 21, 2020 (this “Agreement”), is by and between Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), and the undersigned shareholder (the “Shareholder”) of FB Financial Corporation, a Tennessee corporation (“Parent”). Capitalized terms used herein but not defined shall have the meanings specified in the Merger Agreement (as defined below).
AWARD AGREEMENT FirstBank 2012 Equity Based Incentive PlanAward Agreement • September 6th, 2016 • FB Financial Corp • State commercial banks • Tennessee
THIS AWARD AGREEMENT (the “Agreement”) is made under the FIRSTBANK 2012 EQUITY BASED INCENTIVE PLAN, and is made, effective as of August 19, 2016 (the “Grant Date”), between FirstBank, a Tennessee corporation (the “Company”), and Christopher T. Holmes (the “Participant”).
