425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 21, 2020

FB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee	001-37875	62-1216058
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
211 Commerce Street, Suite 300 Nashville, Tennessee		37201
(Address of principal executive offices)		(Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	FBK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☒

Item 8.01. Other Events.

On January 21, 2020, FB Financial Corporation (“FB Financial”) and Franklin Financial Network, Inc. (“Franklin”) issued a joint press release announcing that FB Financial and Franklin had entered into a definitive merger agreement providing for the combination of the two companies.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the announcement of the merger agreement, FB Financial intends to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors.  The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated herein by reference. 

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Description of Exhibit

99.1	Press Release
99.2	Investor Presentation

IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS

In connection with the proposed merger, FB Financial will file a registration statement on Form S-4 with the SEC.  The registration statement will contain the joint proxy statement of Franklin and FB Financial to be sent to the FB Financial and Franklin shareholders seeking their approvals in connection with the merger and the issuance of FB Financial common stock in the merger.  The registration statement will also contain the prospectus of FB Financial to register the shares of FB Financial common stock to be issued in connection with the merger.  A definitive joint proxy statement/prospectus will also be provided to FB Financial and Franklin shareholders as required by applicable law.  Investors and shareholders are encouraged to read the registration statement, including the joint proxy statement/prospectus that will be part of the registration statement, as well as any other relevant documents filed by FB Financial and Franklin with the SEC, including any amendments or supplements to the registration statement and other documents filed with the SEC, because they will contain important information about the proposed merger, Franklin, and FB Financial.  The registration statement and other documents filed with the SEC may be obtained for free on the SEC’s website (www.sec.gov).  The definitive proxy statement/prospectus will also be made available for free by contacting FB Financial Corporation Investor Relations at (615) 564-1212 or investors@firstbankonline.com, or by contacting Franklin Investor Relations at (615) 236-8327 or investors@franklinsynergy.com.  This communication does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

PARTICIPANTS IN THE SOLICITATION

FB Financial, Franklin, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Franklin shareholders in connection with the proposed merger under the rules of the SEC. Information about the directors and executive officers of FB Financial may be found in the definitive proxy statement for FB Financial’s 2019 annual meeting of shareholders, filed with the SEC by FB Financial on April 16, 2019, and other documents subsequently filed by FB Financial with the SEC. Information about the directors and executive officers of Franklin may be found in the definitive proxy statement for Franklin’s 2019 annual meeting of shareholders, filed with the SEC by Franklin on April 12, 2019, and other documents subsequently filed by Franklin with the SEC.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.  Free copies of these documents may be obtained as described in the paragraph above.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements relating to the timing, benefits, costs, and synergies of the proposed merger with Franklin (which we refer to as the “Franklin merger”), and FB Financial’s and Franklin’s future plans, results, strategies, and expectations. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial’s or Franklin’s control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial, Franklin or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial and Franklin caution shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.  A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) the risk that the cost savings and any revenue synergies from the proposed Franklin merger or another acquisition may not be realized or may take longer than anticipated to be realized, (2) disruption from the proposed Franklin merger with customer, supplier, or employee relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement with Franklin, (4) the failure to obtain necessary regulatory approvals for the Franklin merger, (5) the failure to obtain the approval of FB Financial and Franklin’s shareholders in connection with the Franklin merger, (6) the possibility that the costs, fees, expenses, and charges related to the Franklin merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (7) the failure of the conditions to the Franklin merger to be satisfied, (8) the risks related to the integration of the combined businesses (Franklin, as well as FB Financial’s pending acquisition of FNB Financial Corp. and any future acquisitions), including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (9) the diversion of management time on merger-related issues, (10) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Franklin merger, (11) the risks associated with FB Financial’s pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, (13) reputational risk and the reaction of the parties’ customers to the Franklin merger, (14) FB Financial’s ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, (15) the risk of potential litigation or regulatory action related to the Franklin merger, and (16) general competitive, economic, political, and market conditions.  Further information regarding FB Financial, Franklin and factors which could affect the forward-looking statements contained herein can be found in FB Financial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the Securities and Exchange Commission (“SEC”), and in Franklin’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC.

Many of these factors are beyond FB Financial’s and Franklin’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this communication, and neither FB Financial nor Franklin undertakes any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for FB Financial or Franklin to predict their occurrence or how they will affect FB Financial or Franklin.

FB Financial and Franklin qualify all of their forward-looking statements by these cautionary statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FB FINANCIAL CORPORATION
By:	/s/ James R. Gordon
	James R. Gordon
	Chief Financial Officer

Date: January 21, 2020

EX-99.1

EXHIBIT 99.1

                             

FOR IMMEDIATE RELEASE

FB FINANCIAL CORPORATION ANNOUNCES MERGER WITH FRANKLIN FINANCIAL NETWORK

Combination creates the premier community bank in Tennessee

NASHVILLE, TN and FRANKLIN, TN – (January 21, 2020) –FB Financial Corporation (NYSE: FBK), parent company of FirstBank, and Franklin Financial Network, Inc. (NYSE: FSB), parent company of Franklin Synergy Bank, jointly announced their entry into a definitive merger agreement pursuant to which Franklin will be merged with and into FB Financial.

Franklin is headquartered in Franklin, Tennessee with 15 branches throughout Williamson, Rutherford and Davidson counties in the Nashville MSA. Franklin is the leading community bank in its primary markets, demonstrated by its strong market shares in Williamson and Rutherford counties. Franklin reported total assets of $3.9 billion, loans of $2.8 billion and deposits of $3.2 billion as of December 31, 2019.

The combination significantly enhances FirstBank’s operations in the Nashville MSA, specifically in the attractive Williamson and Rutherford counties where Franklin has a strong community presence. Pro forma for the transaction, FirstBank’s deposit market share will be #6 in the Nashville MSA, #1 in Williamson County and #2 in Rutherford County.

FB Financial’s President and CEO Christopher T. Holmes commented, “We are very excited to announce our proposed merger with Franklin. Franklin is a well-known, high-service community bank with a leading position in Williamson and Rutherford counties. We are joining forces with the leading community bank in two of the most attractive counties in our market area. We look forward to building on the strong customer relationships that Franklin has fostered.”

Franklin’s CEO, J. Myers Jones, III, commented, “Our team is excited to join the FB Financial family. We believe that this transaction benefits all of our stakeholders, and we firmly believe that we will be better together. Our focus will remain concentrated on our customers, and our ability to serve their needs will be stronger than ever.”

As part of the transaction, key Franklin executives have agreed to remain with FB Financial following the closing and have entered into employment arrangements that will become effective upon the completion of the merger with FB Financial.

Following the transaction, FB Financial will establish a primary operations center and its mortgage headquarters for the combined company at Franklin’s existing corporate headquarters in downtown Franklin, Tennessee.

Following the close of the transaction, three members of Franklin’s board of directors will be appointed to the FB Financial board of directors.

According to the terms of the merger agreement, Franklin shareholders will receive 0.9650 shares of FB Financial common stock and $2.00 in cash for each share of Franklin stock. Based on FB Financial’s closing price of $38.80 per share as of January 17, 2019, the implied transaction value is approximately $611 million in the aggregate or $39.44 per share.

The transaction is expected to be approximately 10% accretive to FB Financial’s earnings per share on a fully-phased in basis and neutral to FB Financial’s tangible book value per share at the close of the transaction. These strong return metrics include a substantial loan mark and achievable cost savings assumptions as well as plans to reduce the risk of Franklin’s balance sheet by exiting approximately $430 million of shared national credits and non-strategic healthcare and corporate loans and paying down non-core funding with the net proceeds.

Additionally, Mr. Holmes commented, “The combination provides FB Financial meaningful earnings accretion, while remaining neutral on tangible book value per share. As in every combination, protecting the balance sheet is paramount, so these financial returns come after taking a conservative approach to the balance sheet; we are assuming a 3.9% mark to loans. We are also assuming 30% cost savings, even though we have significant overlap in our respective branch networks. We will accelerate Franklin’s strategy of exiting non-strategic assets and growing the core community bank. The combined franchise will be well positioned to build on our strong existing customer relationships and grow our greater Nashville area presence.”

The merger agreement has been unanimously approved by both companies’ boards of directors. The merger is expected to close in the third quarter of 2020 and is subject to regulatory approvals, approval by FB Financial’s and Franklin’s shareholders and other customary closing conditions. James W. Ayers, FB Financial’s Executive Chairman and 44% owner of FB Financial, has entered into a customary voting agreement to vote his shares in favor of the transaction. Additionally, each member of Franklin’s board of directors has entered into similar voting agreements.

J.P. Morgan Securities LLC served as financial advisor to FB Financial Corporation, and Wachtell, Lipton, Rosen & Katz served as legal advisor. Evercore served as financial advisor to Franklin Financial Network, Inc., and Alston & Bird LLP served as legal advisor.

In addition to the information contained within this press release, an Investor Presentation has been posted to FB Financial’s website (www.firstbankonline.com) and Franklin’s website (www.franklinsynergybank.com) and has been furnished as an exhibit to a Form 8-K filed by each company with the Securities and Exchange Commission.

WEBCAST AND CONFERENCE CALL INFORMATION

FB Financial Corporation will host a conference call to discuss the announced merger with Franklin Financial Network, Inc. and the company’s financial results at 5:00 p.m. CT on Tuesday, January 21, 2020, and the conference call will be broadcast live over the internet at https://www.webcaster4.com/Webcast/Page/1631/32670. An online replay will be available approximately an hour following the conclusion of the live broadcast.

ABOUT FB FINANCIAL CORPORATION

FB Financial Corporation (NYSE: FBK) 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 68 full-service bank branches across Tennessee, North Alabama and North Georgia, and mortgage offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $6.1 billion in total assets.

ABOUT FRANKLIN FINANCIAL NETWORK, INC.

Franklin Financial Network, Inc. (NYSE: FSB) is a financial holding company headquartered in Franklin, Tennessee. The company's wholly owned bank subsidiary, Franklin Synergy Bank, a Tennessee-chartered commercial bank founded in November 2007 and a member of the Federal Reserve System, provides a full range of banking and related financial services with a focus on service to small businesses, corporate entities, local governments and individuals. With consolidated total assets of $3.9 billion at December 31, 2019, the Bank currently operates through 15 branches in the growing Williamson, Rutherford and Davidson counties and one loan production/deposit production office in Wilson County, all within the Nashville metropolitan statistical area.

MEDIA CONTACT:	FINANCIAL CONTACT:
Jeanie M. Rittenberry	James R. Gordon
615-313-8328	615-564-1212
jrittenberry@firstbankonline.com	jgordon@firstbankonline.com
www.firstbankonline.com	investorrelations@firstbankonline.com
Franklin:
MEDIA CONTACT:	FINANCIAL CONTACT:
Mandy Garland	Chris Black
Director of IR & Corporate Communications	Chief Financial Officer
(615) 236-8327	(615) 721-6096
mandy.garland@franklinsynergy.com	chris.black@franklinsynergy.com

IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS

In connection with the proposed merger, FB Financial will file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”). The registration statement will contain the joint proxy statement of Franklin Financial Network, Inc. (“Franklin”) and FB Financial to be sent to the FB Financial and Franklin shareholders seeking their approvals in connection with the merger and the issuance of FB Financial common stock in the merger. The registration statement will also contain the prospectus of FB Financial to register the shares of FB Financial common stock to be issued in connection with the merger. A definitive joint proxy statement/prospectus will also be provided to FB Financial and Franklin shareholders as required by applicable law. Investors and shareholders are encouraged to read the registration statement, including the joint proxy statement/prospectus that will be part of the registration statement, as well as any other relevant documents filed by FB Financial and Franklin with the SEC, including any amendments or supplements to the registration statement and other documents filed with the SEC, because they will contain important information about the proposed merger, Franklin, and FB Financial.  The registration statement and other documents filed with the SEC may be obtained for free on the SEC’s website (www.sec.gov). The definitive proxy statement/prospectus will also be made available for free by contacting FB Financial Corporation Investor Relations at (615) 564-1212 or investors@firstbankonline.com, or by contacting Franklin Investor Relations at (615) 236-8327 or investors@franklinsynergy.com. This communication does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

PARTICIPANTS IN THE SOLICITATION

FB Financial, Franklin, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Franklin shareholders in connection with the proposed merger under the rules of the SEC. Information about the directors and executive officers of FB Financial may be found in the definitive proxy statement for FB Financial’s 2019 annual meeting of shareholders, filed with the SEC by FB Financial on April 16, 2019, and other documents subsequently filed by FB Financial with the SEC. Information about the directors and executive officers of Franklin may be found in the definitive proxy statement for Franklin’s 2019 annual meeting of shareholders, filed with the SEC by Franklin on April 12, 2019, and other documents subsequently filed by Franklin with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available. Free copies of these documents may be obtained as described in the paragraph above.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements relating to the timing, benefits, costs, and synergies of the proposed merger with Franklin (which we refer to as the “Franklin merger”), and FB Financial’s and Franklin’s future plans, results, strategies, and expectations. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial’s or Franklin’s control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial, Franklin or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial and Franklin caution shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) the risk that the cost savings and any revenue synergies from the proposed Franklin merger or another acquisition may not be realized or may take longer than anticipated to be realized, (2) disruption from the proposed Franklin merger with customer, supplier, or employee relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement with Franklin, (4) the failure to obtain necessary regulatory approvals for the Franklin merger, (5) the failure to obtain the approval of FB Financial and Franklin’s shareholders in connection with the Franklin merger, (6) the possibility that the costs, fees, expenses, and charges related to the Franklin merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (7) the failure of the conditions to the Franklin merger to be satisfied, (8) the risks related to the integration of the combined businesses (Franklin, as well as FB Financial’s pending acquisition of FNB Financial Corp. and any future acquisitions), including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (9) the diversion of management time on merger-related issues, (10) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Franklin merger, (11) the risks associated with FB Financial’s pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, (13) reputational risk and the reaction of the parties’ customers to the Franklin merger, (14) FB Financial’s ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, (15) the risk of potential litigation or regulatory action related to the Franklin merger, and (16) general competitive, economic, political, and market conditions.  Further information regarding FB Financial, Franklin and factors which could affect the forward-looking statements contained herein can be found in FB Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC, and in Franklin's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC.

Many of these factors are beyond FB Financial’s and Franklin’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this communication, and neither FB Financial nor Franklin undertakes any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for FB Financial or Franklin to predict their occurrence or how they will affect FB Financial or Franklin.

FB Financial and Franklin qualify all of their forward-looking statements by these cautionary statements.

EX-99.2

                                                               Merger Announcement  January 21, 2020       

   In connection with the proposed merger, FB Financial Corporation (“FB Financial”) will file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”). The registration statement will contain the joint proxy statement of Franklin Financial Network, Inc. (“Franklin”) and FB Financial to be sent to the FB Financial and Franklin shareholders seeking their approvals in connection with the merger and the issuance of FB Financial common stock in the merger. The registration statement will also contain the prospectus of FB Financial to register the shares of FB Financial common stock to be issued in connection with the merger. A definitive joint proxy statement/prospectus will also be provided to FB Financial and Franklin shareholders as required by applicable law. Investors and shareholders are encouraged to read the registration statement, including the joint proxy statement/prospectus that will be part of the registration statement, as well as any other relevant documents filed by FB Financial and Franklin with the SEC, including any amendments or supplements to the registration statement and other documents filed with the SEC, because they will contain important information about the proposed merger, Franklin, and FB Financial. The registration statement and other documents filed with the SEC may be obtained for free on the SEC’s website (www.sec.gov). The definitive proxy statement/prospectus will also be made available for free by contacting FB Financial Corporation Investor Relations at (615) 564-1212 or investors@firstbankonline.com, or by contacting Franklin Investor Relations at (615) 236-8327 or investors@franklinsynergy.com. This communication does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.  FB Financial, Franklin, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FB Financial and Franklin shareholders in connection with the proposed merger under the rules of the SEC. Information about the directors and executive officers of FB Financial may be found in the definitive proxy statement for FB Financial’s 2019 annual meeting of shareholders, filed with the SEC by FB Financial on April 16, 2019, and other documents subsequently filed by FB Financial with the SEC. Information about the directors and executive officers of Franklin may be found in the definitive proxy statement for Franklin’s 2019 annual meeting of shareholders, filed with the SEC by Franklin on April 12, 2019, and other documents subsequently filed by Franklin with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available. Free copies of these documents may be obtained as described in the paragraph above.  IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS  PARTICIPANTS IN THE SOLICITATION 

 Forward - Looking Statements  Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements relating to the timing, benefits, costs, and synergies of the proposed merger with Franklin (which we refer to as the “Franklin merger”), and FB Financial’s and Franklin’s future plans, results, strategies, and expectations. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond FB Financial’s or Franklin’s control. The inclusion of these forward-looking statements should not be regarded as a representation by FB Financial, Franklin or any other person that such expectations, estimates, and projections will be achieved. Accordingly, FB Financial and Franklin caution shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) the risk that the cost savings and any revenue synergies from the proposed Franklin merger or another acquisition may not be realized or may take longer than anticipated to be realized, (2) disruption from the proposed Franklin merger with customer, supplier, or employee relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement with Franklin, (4) the failure to obtain necessary regulatory approvals for the Franklin merger, (5) the failure to obtain the approval of FB Financial and Franklin’s shareholders in connection with the Franklin merger, (6) the possibility that the costs, fees, expenses, and charges related to the Franklin merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (7) the failure of the conditions to the Franklin merger to be satisfied, (8) the risks related to the integration of the combined businesses (Franklin, as well as FB Financial’s pending acquisition of FNB Financial Corp. and any future acquisitions), including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (9) the diversion of management time on merger-related issues, (10) the ability of FB Financial to effectively manage the larger and more complex operations of the combined company following the Franklin merger, (11) the risks associated with FB Financial’s pursuit of future acquisitions, (12) the risk of expansion into new geographic or product markets, (13) reputational risk and the reaction of the parties’ customers to the Franklin merger, (14) FB Financial’s ability to successful execute its various business strategies, including its ability to execute on potential acquisition opportunities, (15) the risk of potential litigation or regulatory action related to the Franklin merger, and (16) general competitive, economic, political, and market conditions. Further information regarding FB Financial, Franklin and factors which could affect the forward-looking statements contained herein can be found in FB Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the Securities and Exchange Commission ("SEC"), and in Franklin's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC.Many of these factors are beyond FB Financial’s and Franklin’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this communication, and neither FB Financial nor Franklin undertakes any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for FB Financial or Franklin to predict their occurrence or how they will affect FB Financial or Franklin. FB Financial and Franklin qualify all forward-looking statements by these cautionary statements. 

 Highlights of the combination  Creates the leading community banking franchise in attractive Nashville MSAPro forma: #6 in Nashville MSA / #1 in Williamson county / #2 in Rutherford countyAdds 20+ high performing, seasoned community bankers—Average of ~20 years experience in the marketCore community bank with strong market share in desirable counties in the Nashville MSA~25% share in Williamson county / ~10% share in Rutherford county Combination meaningfully accelerates the continuation of Franklin’s core bank improvementDrive customer deposit growth through enhanced offerings and capabilitiesExit remaining non-strategic assets with corresponding pay down of wholesale funding  Strategically compelling  ~10% accretion to 2021 EPS (first full year)—Immediately accretive to 2020 EPSNeutral to tangible book value per share—Includes 3.9% gross loan mark~100bps improvement in 2021 ROATCE—Further enhances strong financial return profileProvides scale for continued investments—Well positioned to cross $10bn asset threshold  Attractive financial returns  Manageable in-market transaction  Well-known, in-market competitor—Familiarity with bankers, customers and communities; similar customer-focused culturesSubstantially de-risking the Franklin balance sheetImmediately after closing, exit remaining non-strategic loans—SNC / Healthcare / Corporate Pay down a substantial portion of non-core funding with net proceeds—FHLB / Brokered depositsSeasoned acquirer with significant integration experience—4 announced acquisitions in last 5 years  Combination creates the premier community bank in Tennessee 

  franchise overview  Company overview  Ticker: FSB (NYSE)Headquarters: Franklin, TennesseeFranchise highlights: Top community bank in highly attractive Williamson and Rutherford countiesRelationship oriented with local decision makingSeasoned team of local bankers—averaging ~20 years of experience  Financial highlights as of 12/31/2019 ($mm)  Leading position in Williamson and Rutherford counties within the Nashville MSA  Source: SNL Financial, FactSet; Note: Financial data as of December 31, 2019¹ Non-GAAP financial measure; ² CAGR shown with a deposit cap of $1bn  Williamson  Rutherford  11.8% 5-year deposit CAGR2$133k proj. median HHI2.3% median HHI proj. CAGR  Presence in Nashville MSA  9.2% 5-year deposit CAGR2$87k proj. median HHI3.0% median HHI proj. CAGR  *PLEASE DO NOT DELETE THIS TEXT BOX*This map was created using ArcMap.Updates and edits can be easily done using the ArcMap program, contact GCFO-Presentations to make edits.NOTE: If the map is ungrouped it can no longer be edited in ArcMap.Workflow reference number is: 3105626-002   Franklin branch    1 

 Transaction overview  Consideration & structure1  Deal value: $611 millionConsideration: ~95% stock / ~5% cashExchange ratio: Fixed exchange ratio of 0.9650x of FBK stock + $2.00 per share in cashPricing: 1.5x Price to tangible book value / 10x Price to 2021E synergized earningsPro forma ownership: 69% FB Financial / 31% Franklin FinancialJames W. Ayers pro forma ownership: ~28%  Board of directors  Board of directors: Three independent members of Franklin Financial’s Board of Directors will be added to the FB Financial Board of Directors  Employees & Community  Key employees: Key Franklin executives have entered into amended employment agreements with FBKOperations center: Pro forma company’s primary operations center and mortgage headquarters will be located in Franklin, TN  Approvals & timing  Approvals: Customary regulatory and FB Financial and Franklin Financial shareholdersJames. W Ayers, 43.7% owner of FB Financial, has entered into a customary voting agreement to vote his shares in favor of the transactionExpected closing: Third quarter of 2020  Source: FactSet; ¹ Based on FB Financial’s closing stock price of $38.80 as of January 17, 2020  Financial impact  Earnings per share:2020: ~5% accretion2021: ~10% accretionTangible book value per share: Neutral at closeRevenue synergies: Not modeled 

 Key assumptions  Cost savings & transaction expense  Preliminary loan mark and CECL impact  Balance sheet de-risking  Other fair value marks  Achievable cost savings: ~30% of Franklin's operating non-interest expenseReflects retention of all revenue producers, majority of executive management and operations center in Franklin, TNPlanned consolidation of 7 branchesTax savings: ~$2.5mm of annual state tax benefit from Franklin’s efficient REIT structureOne-time costs: ~$50mm (pre-tax) of one-time merger related expenses  Total gross loan marks: ~$110mm, or 3.9%, of total loansAllowance for credit loses (CECL): ~2.7% of total loansTotal accretable mark: ~1.3% of total loans (includes non-PCD fair value credit marks and rate marks)  Non-strategic loans: Exit 100% of remaining loans prior to or immediately after close (see appendix)~$430mm of SNC, healthcare and corporate loans as of 12/31/2019 (significant reduction expected prior to close)Conservative mark included in ACL assumption aboveNon-strategic funding: Pay down FHLB / Brokered CDs with net proceedsEarnings impact: ~$10mm reduction to 2021 earnings (no replacement of loans considered in model)  Core deposit intangibles: ~1.2% of regulatory core deposits amortized 10 years straight-lineOther fair value marks: ~$6.5mm write-up of sub-debt and time deposits accreted over 6 years SL / 1 year SYD  Crossing $10bn asset threshold  Crossing ~$10bn assets: Opportunistically cross threshold by 12/31/2020 (included in the model)Incremental operating costs: Reflected in FBK stand alone expense run-rate and achievable cost save assumptionsDurbin amendment impact: ~$6mm (pre-tax) annual impact (phased in 50% for 2021 and 100% for 2022)  Capital  Pro forma capital ratios: Remain significantly in excess of “well capitalized” guidelinesCommon equity tier 1 greater than 10% at close – Targeting +/- 100% C&D concentration 4 quarters post-closingOpportunity to strategically bolster total risk-based capital given current capital structureShare repurchase authorization: $50mm remains outstanding 

     24      24      40      40      65      65      840      840  Pro forma franchise is the top community bank in the Nashville MSA  FirstBank Deposit Composition by Market  Standalone  Pro forma²  FirstBankFranklin      1 mile branch overlap¹: 27%3 mile branch overlap¹: 67%  Nashville MSA Deposit Share ($mm)  MSA  Nashville MSA by company  Nashville26%  Other metropolitan markets³35%  Community markets39%  Nashville52%  Other metropolitanmarkets³22%  Community markets26%    Source: SNL Financial; Deposit data as of June 30, 2019; FirstBank pro forma for pending acquisition of FNB Financial¹ Calculated as the percentage of Franklin branches within 1 and 3 miles of a FirstBank branch² Pro forma excludes brokered deposits paid down; ³ Other metropolitan markets include: Chattanooga, Huntsville, Jackson, Knoxville and Memphis  *PLEASE DO NOT DELETE THIS TEXT BOX*This map was created using ArcMap.Updates and edits can be easily done using the ArcMap program, contact GCFO-Presentations to make edits.NOTE: If the map is ungrouped it can no longer be edited in ArcMap.Workflow reference number is: 3105626-002    Nashville 

 Williamson  Rutherford  Nashville MSA  U.S.  Nashville is one of the most attractive markets in the U.S.  Nashville has excellent demographic trends  Attractive environment for businesses³  5-yr Projected population growth CAGR  2025 Projected median HHI ($000)  5-year deposit growth CAGR¹  Southeast stats & SNL  Nashville economy BLS  Chamber of commerce  #1 on Forbes’ list for metro area job growth in professional and business services4#2 on SmartAdvisor’s Best Place for New Businesses5#5 on MagnifyMoney’s America's Biggest Boomtowns6#7 on Forbes’ list of fastest growing cities7#8 City for Tech Jobs by Time Magazine8#11 on Inc.’s Best Cities to Start a Business in 20209  Select companies with major Nashville presence  North America HQ  Highly diversified market²  Manufacturing8%  Trade & Transportation20%  Information Services2%  Financial Activities7%  Professional Services16%  Education & Health Services15%  Leisure & Hospitality12%  Government12%  Other4%  Construction 4%  Nashville MSA employment by sector  Source: SNL Financial, Nashville Chamber of Commerce1 CAGR shown with a deposit cap of $1bn; 2 Bureau of Labor Statistics as of November 2019; 3 Nashville Area Chamber of Commerce; Year of publication: 4 2017; 5 2019; 6 2018; 7 2018; 8 2017; 9 2019   5-year Projected median HHI CAGR 

 Deposits  Loans  Pro forma franchise is customer focused with a diversified loan portfolio funded by core deposits  Source: SNL Financial, Company filings; Note: Financial data as of December 31, 2019; ¹ FirstBank pro forma for pending acquisition of FNB Financial Corp (FNB data as of September 30, 2019); ² Franklin pro forma assuming non-strategic assets are divested (includes SNC, Healthcare, other Corporate loans), and brokered deposits paid down with proceeds; ³ Commercial loans include Owner-Occupied CRE; ⁴ CRE includes non-owner occupied CRE and multi-family; 5 Excludes purchase accounting adjustments, includes impact of sale of non-strategic assets and pay down of brokered deposits  Commercial³37%  CRE⁴23%  Residential21%  C&D13%  FirstBank¹  Franklin²  Pro Forma5  Commercial³18%  CRE⁴30%  Residential27%  C&D25%  Consumer & Other6%  Commercial³31%  CRE⁴25%  Residential23%  C&D17%  Consumer & Other4%  Total Loans HFI: $4,584Yield on Loans HFI: 5.80%  Total Loans HFI: $2,374Yield on Loans: 5.38%  Total Loans HFI: $6,959Yield on Loans: 5.65%  Non-interest bearing checking25%  Interest bearingchecking20%  Total Deposits: $5,137Cost of total deposits: 1.01%  Total Deposits: $2,803Cost of total deposits: 1.55%  Total Deposits: $7,940Cost of total deposits: 1.19%  MMDA &Savings30%  Time25%  Non-interest bearing checking20%  Interest bearing checking27%  MMDA &Savings39%  Time15%  Brokered8%  Interest bearing checking23%  MMDA &Savings33%  Time21%  Non-interest bearing checking11%  Brokered3% 

 Accelerates Franklin’s strategy of exiting non-strategic assets and funding  Source: SNL Financial, Company filings; Note: Financial data as of December 30, 2019; ¹ Non-strategic loans include SNC, Healthcare, and other corporate loans (see appendix)  16% decrease   Franklin’s non-strategic loans¹ ($mm)  Franklin’s total deposits ($mm)  $3,208  11% increase in retail deposits  21% decrease in non- retail deposits 

 Broader product offering and deposit focus likely to drive revenue enhancements over time  Non-interest bearing deposits / total deposits  Cost of total deposits1  Accelerate core community banking in Nashville MSADeeper penetration of customer deposit shareIncreased brand awarenessEnhanced ability to recruit talentAccelerate and diversify growth in Nashville MSA through continued focus on:Broader wealth and related offeringsTreasury management product improvementEnhanced retail product offerings  Source: SNL Financial, Company filings; Note: FB Financial metrics pro forma for pending acquisition of FNB Financial Corp.Financial data as of December 31, 2019 (FNB data as of September 30, 2019)¹ Franklin cost of total deposits pro forma for brokered deposits paid down  Opportunities for the combined franchise  15%  (54bps) 

 Strong balance sheet and capital position for future growth  Source: SNL Financial; FB Financial pro forma for pending acquisition of FNB Financial Corp, excluding purchase accounting adjustments.; Financial data as of December 31, 2019 (FNB data as of September 30, 2019)1 Excludes Franklin’s non-strategic portfolio; 2 Excludes brokered and internet time deposits; 3 Pro forma at close presented for illustrative purposes, excludes anticipated balance sheet restructuring, purchase accounting, one-time charges and other expected adjustments between now and close; 4 Estimate inclusive of purchase accounting adjustments and balance sheet restructuring  Pro forma  Pro forma  Pro forma3  Customer loans (HFI)1  Customer deposits2  Customer loans (HFI)1 / Customer deposits2  Estimated capital ratios at close4 

 Extensive due diligence process completed  Comprehensive, in-depth due diligence process has been completed35+ member diligence team spanning credit, finance, tax, compliance, operations and legalAssessment of cultureDetailed review of the loan portfolio, credit philosophy and underwriting practicesDetailed analysis of funding and liquidity positionReview of risk management activitiesManagement review supplemented by third party diligence on loan portfolioDisciplined and experienced acquirorFirstBank has completed 3 acquisitions in the past 5 yearsIntegration process will draw on knowledge of best practices from prior acquisitionsSupported by strong participation from third parties to supplement resources  FirstBank acquisitions since 2015  2015  2016  2017  2018  2019           April 5Acquisition of 14 branches from Atlantic Capital Financial$602mm deposits    September 17 Announce acquisition of FNB Financial$250mm assets          July 31 Acquisition of American City / Clayton Bank and Trust$1,195mm assets  September 18 Acquisition of Northwest Georgia Bank$286mm assets  Source: SNL Financial 

 Summary highlights  Significantly enhances franchise in attractive Nashville MSA, moving to #6 in deposit market shareStrong community bank with leading share in Williamson and Rutherford countiesBuilds talent base in Nashville MSA and operational resources to support passing $10bnCompelling financial returns, inclusive of de-risking, with potential for additional upsideNo book value dilution and robust pro forma capital ratiosIn-market transaction and comprehensive due diligence are significant risk mitigantsProtecting the balance sheet with significant loan mark and exiting non-strategic assets and liabilities  Combination creates the premier community bank in Tennessee 

  Appendix 

 Overview of Franklin’s non-strategic loan book  Source: Company filings; Note: Financial data as of December 31, 2019