Fb Financial Corporation · NYSE:FBK
Fb Financial — Merger or Acquisition (March 2025)
20 slides from Fb Financial's merger presentation, Mar 31, 2025
Slide 1: FB Financial Corporation's Merger with Southern States Bancshares, Inc.
FB Financial Corporation’s Merger with Southern States Bancshares, Inc. March 31, 2025
Slide 2: Important Information for Shareholders and Investors
IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Merger, FB Financial will file with the SEC a Registra
Slide 3: Forward-Looking Statements
Forward-Looking Statements This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereund
Slide 4: Transaction Rationale
Transaction Rationale ▪ Furthers FB Financial’s expansion strategy in Alabama and Georgia Strategically ▪ Creates one of the highest performing banking franchises in the Southeast’s best markets Compelling ▪ Combines two well-operated banks with strong cultural and business model alignment ▪ Compell
Slide 5: The Combined Company
The Combined Company Pro Forma Highlights Pro Forma Footprint Scale FBK (77) SSBK (15) SSBK LPO (2) $16.0B $13.6B $2.6B Louisville Lexington 64 Assets Deposits Market Cap 69 Kentucky Bowling Green Profitability 1 Tennessee Nashville 18 North Carolina ~1.4% ~14.5% ~50% Memphis Chattanooga Knoxville A
Slide 6: Southern States Franchise Overview
Southern States Franchise Overview Franchise Highlights Q4 ’24 Key Financials ◼ Headquartered in Anniston, AL with 15 branches in AL and GA Corporate Overview ◼ Strong balance sheet growth with a 25% 10-year asset CAGR driven by organic growth and four bank acquisitions Ticker SSBK ◼ Presence in hig
Slide 7: Southern States Market Dynamics
Southern States Market Dynamics Market Highlights Market Demographics Atlanta, GA ▪ 8th largest Metro Area in the U.S. ’30 Projected Median HHI ($ Thousands) ▪ Ranked 10th largest economy in the country $94.7 $94.7 ▪ Ranked 13th Best Places for Business and Careers by Forbes $85.7 $79.8 $78.6 ▪ 17 F
Slide 8: Builds Density and Scale in Key Markets
Builds Density and Scale in Key Markets Top 10 Markets by Pro Forma Deposits Presence Enhancement in Georgia and Alabama Markets Deposits % of Market MSA Branches ($ Millions) Franchise Rank Share Atlanta, GA MSA Birmingham, AL MSA 1 Nashville, TN 23 $4,346 33.6% 6 4.8% 2 Chattanooga, TN-GA 7 971 7.
Slide 9: Transaction Overview
Transaction Overview ▪ Southern States to merge with and into FB Financial at closing ▪ 100% stock consideration Transaction Structure ▪ 0.800 shares of FB Financial common stock to be exchanged for each share of Southern States common stock ▪ Pro forma ownership of ~85% FB Financial and ~15% Southe
Slide 10: Key Assumptions
Key Assumptions Earnings Projections ▪ Net income based on consensus estimates for 2025 and 2026, for both FB Financial and Southern States Cost Savings and ▪ Cost savings of 25% of Southern States’ estimated annual noninterest expense Other Earnings ─ Phased in 25% in 2025, 75% in 2026, and 100% th
Slide 11: Pro Forma Financial Impact
Pro Forma Financial Impact Key Transaction Impacts Financial Impact ~12% <(4%) <2 Years ‘26 EPS Accretion 1 TBV Dilution TBV Earnback Pro Forma Profitability 1 ~1.4% ~14.5% ~50% ’26 ROAA ’26 ROATCE ’26 Efficiency Ratio Pro Forma Capital at Close ~9.9% ~10.5% ~12.1% TCE / TA Leverage Ratio CET1 Ratio
Slide 12: Pro Forma Performance vs. Peers
Pro Forma Performance vs. Peers 2026E ROAA (%) 1.87% 1.69% 1.36% 1.41% 1.44% 1.23% 1.23% 1.27% 1.27% 1.28% 1.28% 1.05% 1.07% 1.12% 1.16% 0.97% 0.86% Peer Median FBK SSBK Pro Forma 2026E ROATCE (%) 19.1% 17.3% 15.1% 15.9% 13.6% 13.6% 13.9% 14.3% 14.4% 14.5% 12.2% 13.0% 13.1% 11.6% 11.9% 12.0% 10.3% F
Slide 13: Comprehensive Due Diligence
Comprehensive Due Diligence Diligence Focus Areas Diligence Summary ✓ ✓ ✓ ▪ Thorough diligence conducted over several weeks Finance and Commercial Consumer by 20+ experienced FB Financial team members Accounting Banking Banking with acquisition and integration experience ▪ Virtual and in-person dili
Slide 14: Transaction Summary
Transaction Summary Significant expansion into key Alabama and Georgia markets Strong combined balance Strong cultural and sheet, positioned for business model growth alignment + Compelling pro forma Experienced financial impact and management profitability teams 14
Slide 15: Appendix
Financial Corporation Appendix
Slide 16: Pro Forma Loan and Deposit Portfolio Overview
Pro Forma Loan and Deposit Portfolio Overview FBK SSBK Pro Forma 1 Consumer Consumer Consumer & Other & Other & Other 11% C&I C&D <1% 10% 14% C&D C&D C&I 11% C&I 11% 10% 17% 17% 1-4 Family 7% Loans 1-4 Family 1-4 Family Non 16% Multifamily 18% Owner- 5% Occupied Non CRE Owner- Non 31% Occupied Owner
Slide 17: Pro Forma Deposits by State
Pro Forma Deposits by State FBK SSBK Pro Forma Alabama Kentucky Georgia 5% 3% 6% Georgia 49% Georgia 14% Tennessee 70% Alabama 14% Alabama 51% Kentucky Tennessee 2% 86% Deposit Composition Amount % of Total Deposit Composition Amount % of Total Deposit Composition Amount % of Total Tennessee $9.0 86
Slide 18: Pro Forma Earnings Accretion Reconciliation
Pro Forma Earnings Accretion Reconciliation 2026E EPS Accretion 1, 2 Dollars in millions, excluding per share data 2026E FB Financial Earnings (Mean Consensus Estimates GAAP) $190 Southern States Earnings (Mean Consensus Estimates GAAP) 42 Combined Earnings $233 Cost Savings $11 Accretion of Interes
Slide 19: Tangible Book Value Dilution Reconciliation
Tangible Book Value Dilution Reconciliation Tangible Book Value Dilution Detail Calculation of Intangibles Created Millions $ Millions of Shares $ Per Share $ Millions FB Financial Tangible Book Value at Close (9/30/25) $1,422 47 $30.46 Aggregate Transaction Value $381 Equity Consideration to Southe
Slide 20: Financial Corporation | Gy uns
Financial Corporation | Gy uns