Executive Summary / Key Takeaways

• The Southern States merger transforms FB Financial from a $13 billion to a $16 billion asset institution overnight, delivering earlier-than-expected cost savings and margin expansion that management projects will drive the efficiency ratio into the low 50s by year-end 2026, a structural improvement that directly enhances earnings power.

• FBK's "local market authority model" creates a durable competitive moat in an industry facing consolidation disruption, enabling the bank to capture market share through relationship depth while larger competitors struggle with integration challenges and smaller players lack scale resources.

• A strategic balance sheet restructure—selling $266 million in securities at a $60 million loss to redeem $130 million in high-cost debt—demonstrates management's willingness to absorb short-term pain for long-term margin expansion, with net interest margin projected to sustain 3.80-3.90% through 2026.

• The mortgage segment's profitability-through-cycle strategy limits downside risk while positioning for upside if rates decline, providing a stabilizing earnings component that distinguishes FBK from pure commercial lenders vulnerable to credit cycles.

• Key risks center on execution: integrating Southern States' systems and talent, maintaining deposit discipline amid intense competition for funding, and navigating potential credit deterioration in commercial real estate, particularly construction loans that remain a focus area at 63.8% of tier 1 capital plus reserves.

Setting the Scene: A Century-Old Institution Reborn

FB Financial Corporation, founded in 1906 as Farmer State Bank with less than $20 million in assets, has spent over a century building what may be the most relevant regional banking model for the current consolidation cycle. Headquartered in Nashville, Tennessee, the company operates through 91 full-service branches across Tennessee, Alabama, Kentucky, and Georgia, with a recent expansion into Asheville, North Carolina. This isn't merely a collection of branches; it's a deliberate geographic footprint in the high-growth Southeastern corridor where population and business formation consistently outpace national averages.

The bank makes money through two distinct but complementary segments. The Banking segment, representing the vast majority of earnings, offers deposit and lending products to corporate, commercial, and consumer customers under a "local market authority model" that combines personalized community banking with the product depth and technology resources of a larger institution. The Mortgage segment originates conforming residential loans, servicing them and securitizing for sale, with a strategic focus on maintaining profitability even in challenging market conditions. This dual-engine approach provides earnings diversification uncommon among regional peers, who often lack meaningful mortgage scale.

FBK sits in an industry structure undergoing profound disruption. The Southeastern banking market features super-regional giants like Regions Financial (RF) ($150+ billion assets) and Pinnacle Financial Partners (PNFP) ($40+ billion) competing alongside smaller community banks facing existential cost pressures. Into this environment, FBK has positioned itself as a "skilled and good acquirer" with a playbook refined through multiple transactions. The recent Southern States Bancshares (SSBK) merger, completed July 1, 2025, added $2.83 billion in assets, $2.27 billion in loans, and $2.47 billion in deposits, expanding FBK's footprint into contiguous Georgia markets adjacent to metro Atlanta. The merger transforms FBK from a Tennessee-centric player into a true multi-state regional with the scale to compete for larger commercial relationships while maintaining its community banking ethos.

Business Model Differentiation: The Local Market Authority Advantage

FBK's core strategic differentiation lies in its local market authority model, which delegates decision-making to bankers in the field while centralizing risk management, product development, and technology infrastructure. This structure creates a powerful competitive moat. Large national banks struggle to replicate the relationship depth, while small community banks lack the resources for sophisticated products and digital capabilities. The model's effectiveness shows in the bank's ability to attract talent—32 new revenue-producing bankers in 2024 and nine more in Q1 2025—indicating that experienced bankers see value in FBK's platform.

The company's organic growth strategy complements its acquisition playbook. Expansion into Tuscaloosa, Alabama and Asheville, North Carolina during 2024 demonstrates a disciplined approach to market entry, targeting contiguous geographies with strong demographics and limited overlap with existing operations. The Asheville entry, occurring as the community rebuilt from Hurricane Helene, provided an opportunity to establish relationships during a period of heightened local banking needs. Management's ability to identify and execute on asymmetric opportunities where community presence creates lasting customer loyalty underscores the strategy's potential.

In the Mortgage segment, FBK has built a resilient operation that generated $13.5 million in banking income in Q3 2025, up 16.7% year-over-year, despite a challenging rate environment. Management's explicit goal of avoiding losses during unfavorable market conditions has been achieved, limiting downside risk while maintaining capacity for volume expansion if rates decline. The segment's $637.8 million in assets represents a meaningful scale that provides operational leverage and diversification from commercial credit cycles.

Financial Performance: Margin Expansion Through Discipline

FBK's Q3 2025 results provide clear evidence that the Southern States merger is delivering financial benefits ahead of plan. Net income reached $23.4 million, or $0.43 per diluted share, but more importantly, adjusted net income was $57.6 million, or $1.07 per share, representing a 24% increase from Q3 2024's $0.86. This adjustment excludes merger and integration costs, providing a cleaner view of the combined entity's earnings power. The adjusted ROAA of 1.43% and ROATCE of 14.7% demonstrate that FBK is generating returns competitive with much larger institutions.

Net interest income surged 38.9% year-over-year to $144.9 million in the Banking segment, driving the overall net interest margin to 3.95%, up 40 basis points from Q3 2024. This improvement stems from three factors: higher loan balances from the Southern States merger, a 19 basis point contribution from purchase accounting accretion, and a strategic deposit remixing that reduced rates paid on interest-bearing deposits. The latter point is significant because it shows FBK's ability to improve funding costs even in a competitive deposit environment, a key determinant of future margin sustainability.

Noninterest expense increased to $109.9 million, up $33.7 million from Q3 2024, but the composition reveals strategic investment rather than runaway costs. Salaries and benefits rose $11.7 million due to increased headcount from the merger and higher performance-based compensation, while merger and integration costs were $16.1 million. The adjusted efficiency ratio of 53.3% improved from 58.4% in Q3 2024, indicating that core operations are becoming more efficient despite temporary integration expenses. Management's guidance for full-year 2025 banking expenses of $290-300 million, rising to $325-335 million in 2026, implies an efficiency ratio in the low 50s by year-end 2026—a structural improvement that directly translates to higher earnings per share.

The balance sheet restructure executed in Q2 2025 demonstrates management's strategic focus on long-term margin optimization. Selling $266.9 million of available-for-sale securities at a $60.5 million pretax loss allowed the company to redeem $100 million of 10-year subordinated notes and $30.9 million of junior subordinated debentures in Q3 2025. While the loss created a $24 million noninterest loss for the nine-month period, the elimination of high-cost funding will improve net interest margin by approximately 15-20 basis points annually. This trade-off highlights management's willingness to accept short-term earnings volatility for sustained margin improvement, a discipline that distinguishes strategic operators from quarterly earnings managers.

Southern States Merger: Execution and Synergy Realization

The Southern States transaction represents more than scale—it provides geographic diversification and talent acquisition that accelerates FBK's growth trajectory. The merger added 13 branches in Birmingham, Huntsville, and contiguous Georgia markets, areas with strong demographic trends and business formation. Systems conversion completed over Labor Day weekend in Q3 2025 signals that integration risks are largely behind the company, allowing management to focus on revenue synergies rather than operational stabilization.

EPS accretion is tracking better than initially modeled due to two factors: earlier realization of cost saves and better-than-expected margin expansion from the combined balance sheet. The $107.8 million in preliminary goodwill and $30.8 million core deposit intangible will amortize over 10 years, but the economic value lies in the $2.47 billion of acquired deposits that can be repriced and the $2.27 billion loan portfolio that can be grown. Management's comment that they are "bullish on our team's opportunity and ability to win talent and business across all of our markets" reflects confidence that the combined platform can attract commercial bankers from larger competitors frustrated with bureaucracy.

The expense guidance for 2026, $325-335 million, is notable because it excludes "any large investments made in revenue producers or market expansion." This implies that management expects the core efficiency ratio to improve organically, with additional investments in growth layered on top. For investors, the low-50s efficiency target appears achievable without sacrificing growth investments, a balance that few regional banks strike successfully.

Competitive Positioning: Moats Against Larger Rivals

FBK competes directly with Pinnacle Financial Partners (PNFP), Regions Financial (RF), Synovus (SNV), and First Horizon (FHN) across overlapping Southeastern markets. Each competitor brings scale advantages: PNFP's $40+ billion asset base and talent retention, RF's $150+ billion in assets and diversified fee income, SNV's Georgia commercial focus, and FHN's Tennessee retail dominance. Yet FBK's positioning reveals strategic advantages that scale alone doesn't capture.

Against PNFP, FBK's smaller size becomes an advantage in integration speed and cultural cohesion. While PNFP digests recent acquisitions and manages merger-related expenses, FBK can execute its local market authority model with fewer layers, enabling faster credit decisions and customer responsiveness. FBK's mortgage segment, with 23 dedicated offices, generates qualitatively higher residential origination volumes than PNFP's less specialized approach, providing fee income diversification that stabilizes earnings when commercial credit cycles turn.

Relative to Regions, FBK's conservative risk profile shows in credit metrics. While RF guides net charge-offs to the higher end of 40-50 basis points for 2025, FBK's classified loans remain well-controlled, with construction lending at 63.8% of tier 1 capital plus allowance—comfortably below the 100% regulatory guideline. FBK can grow commercial real estate lending without approaching concentration limits that constrain larger competitors, providing a growth avenue in the Southeast's robust development market.

Synovus and First Horizon present different competitive threats. SNV's middle-market commercial focus overlaps with FBK's target segment in Georgia, but FBK's mortgage expertise creates a cross-selling advantage that SNV's integrated model can't replicate. FHN's 416-branch Tennessee network dwarfs FBK's 91 branches, yet FBK's local market authority model enables deeper penetration in secondary markets where FHN's standardized approach lacks flexibility. The recent hiring of nine revenue producers in Q1 2025, on top of 32 in 2024, demonstrates FBK's ability to attract talent from these larger competitors, suggesting cultural and compensation advantages that support organic growth.

Outlook and Guidance: Trajectory Validation

Management's guidance for Q4 2025 and 2026 reveals a confident trajectory rooted in tangible pipeline strength. The loan pipeline is described as "as good as it has been probably in the two years or so," supporting guidance for mid-to-high single-digit growth in Q4 2025 and a return to high single-digit, low double-digit organic growth in 2026. This acceleration indicates the Southern States merger isn't just a one-time scale event but a platform for sustained market share gains.

Net interest margin guidance of 3.80-3.90% for the back half of 2025 and through 2026 incorporates two assumed Fed rate cuts, which management expects will allow deposit repricing that partially offsets loan yield compression. The company's asset-sensitive position means that 50-60% of deposits could reprice lower if rate cuts materialize, while floating-rate loans will adjust downward more gradually. This structural asset sensitivity provides a hedge against rate declines that many peers lack, supporting margin stability through cycles.

The mortgage business outlook reflects disciplined conservatism. Originations are expected to reach $1.3 billion in 2025 with margins of 270-300 basis points, maintaining profitability even if rates remain elevated. Management's explicit goal of avoiding losses during unfavorable markets has been achieved, limiting downside risk. Should rates decline materially, the "pent-up demand" for refinancing could drive volume upside, creating an asymmetric risk/reward profile where the segment provides stable earnings with call optionality on rate declines.

Risks and Asymmetries: What Could Break the Thesis

The most material risk is execution on the Southern States integration. While systems conversion is complete, cultural integration and talent retention remain ongoing challenges. If revenue synergies fail to materialize or if cost saves prove ephemeral, the projected efficiency ratio improvement could stall, disappointing investors who have priced in margin expansion. The $16.1 million in Q3 merger costs will continue into Q4, and any acceleration of integration expenses could pressure near-term earnings.

Deposit pressure represents a persistent headwind. Management acknowledges "it's really competitive in our markets," with CDs still pricing above 4.5% in some communities. FBK's strategy of remixing deposits—shedding $13.292 billion in brokered and high-cost non-relationship deposits while adding $320 million in retail network deposits—improves funding quality but could slow balance sheet growth if core deposit acquisition lags loan demand. The company's asset-sensitive model requires stable, low-cost deposits to maintain margin expansion in a falling rate environment.

Credit quality, while currently stable, bears monitoring. The $10.5 million charge-off in 2024 related to a C&I relationship with licensing issues and employee fraud was a previously reserved credit, indicating prudent reserving practices. However, construction loans at 63.8% of tier 1 capital plus allowance, while below regulatory guidelines, represent a cyclical exposure if economic conditions deteriorate. Commercial real estate at 259% of tier 1 capital plus allowance approaches the 300% guideline, limiting growth capacity in this segment.

The mortgage segment's concentration creates earnings volatility. While management has successfully maintained profitability through the rate cycle, a prolonged period of 7%+ mortgage rates could pressure origination volumes and margins. Conversely, a rapid rate decline could trigger refinancing waves that strain operational capacity and compress gain-on-sale margins. The segment's $637.8 million asset base, while modest relative to the $15.6 billion bank, represents meaningful earnings leverage that cuts both ways.

Valuation Context: Premium for Execution

At $56.89 per share, FBK trades at a market capitalization of $3.04 billion, representing 1.54 times book value and 5.94 times sales. These multiples command a premium to regional bank peers: Pinnacle trades at 4.28 times sales, Regions at 3.16 times, Synovus at 2.98 times, and First Horizon at 3.65 times. The premium reflects FBK's superior organic growth prospects and margin expansion potential post-merger.

Return on equity of 5.85% trails all four key competitors, who range from 9.44% to 14.23%, but this reflects temporary merger integration costs and the balance sheet restructure. Adjusted ROATCE of 14.7% in Q3 2025 provides a clearer picture of the combined entity's earnings power, suggesting the reported ROE will improve as merger costs dissipate. The price-to-free-cash-flow ratio of 25.69 times aligns with peers, indicating the market is pricing in execution of the efficiency improvement plan.

Capital ratios provide a foundation for growth and acquisition. The tangible common equity ratio of 10.10% and CET1 ratio of 11.70% exceed regulatory requirements and peer averages, giving FBK capacity to pursue additional acquisitions without diluting shareholders. The $76.3 million of retained earnings available for dividend payments from the bank subsidiary provides holding company flexibility for capital returns or strategic investments.

Conclusion: Execution at an Inflection Point

FB Financial stands at an inflection point where the Southern States merger transforms it from a well-run Tennessee bank into a scaled Southeastern regional with structural margin advantages. The local market authority model provides a defensible moat against both larger competitors' scale and smaller players' agility, while the mortgage segment offers earnings stability rare among regional banks. Management's willingness to take short-term pain—the $60 million securities loss—for long-term margin improvement demonstrates strategic discipline that should drive efficiency ratio improvement into the low 50s by 2026.

The investment thesis hinges on two variables: successful integration of Southern States' talent and customers, and disciplined deposit gathering amid intense competition. If FBK can maintain its loan pipeline momentum while remixing deposits toward lower-cost core funding, the projected NIM of 3.80-3.90% and organic growth in the high single digits will drive earnings acceleration that justifies current valuation premiums. The company's strong capital position and acquisition playbook position it to capitalize on industry consolidation, turning disruption into organic growth opportunities.

The primary risk is execution misstep on integration or credit quality deterioration in a slowing economy. However, FBK's conservative underwriting history, evidenced by low net charge-offs and prudent concentration management, suggests the bank is built to withstand cyclical stress. For investors willing to own a regional bank through a period of margin expansion and market share gains, FBK offers a compelling combination of disciplined growth, operational leverage, and strategic positioning in the Southeast's most attractive markets.