8-K

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): July 28, 2017

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 No.)

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

(Address of principal executive offices)

(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:

☐   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))

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    ☒

Ifan 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 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of the shareholders of FB Financial Corporation (the “Company”) was held on July 28, 2017 in Nashville, Tennessee (the “Special Meeting”).  At the Special Meeting, the Company’s shareholders approved the following proposals:

· to approve the issuance of 1,521,200 shares of Company common stock to Clayton HC, Inc. (“Clayton HC”) as partial consideration for the acquisition of Clayton Bank and Trust (“CBT”) and American City Bank (“ACB” and together with CBT, the “Clayton Banks”) pursuant to that certain Stock Purchase Agreement, dated as of February 8, 2017 and as amended on May 26, 2017, by and among the Company, FirstBank, Clayton HC, the Clayton Banks and Mr. James L. Clayton (the “Clayton Banks Proposal”);

· to ratify and approve the issuance of 180,303 shares of the Company’s common stock to Mr. Gordon Inman in the Company’s private placement of 4,807,610 shares of the Company’s common stock (the “Private Placement Proposal”); and

· to approve any motion to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve Proposal 1 (the “Adjournment Proposal”).

The proposals presented at the Special Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the United States Securities and Exchange Commission on July 10, 2017.

As of July 5, 2017, the record date for the Special Meeting, there were 28,968,160 shares of the Company’s common stock issued and outstanding and eligible to be voted at the Special Meeting.  A total of 23,003,780 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.

At the Special Meeting, the Clayton Banks Proposal and the Private Placement Proposal were approved the affirmative vote of a majority of the votes cast at the Special Meeting.  Sufficient votes were also received to approve the Adjournment Proposal, although an adjournment of the Special Meeting was not necessary in respect of the approval of the Clayton Banks Proposal.  The final voting results for the three proposals presented to the Company’s shareholders at the Special Meeting were as follows:

Proposal	Votes For	Votes Against	Abstain
Clayton Banks Proposal	22,975,336	284	28,160
Private Placement Proposal	22,996,570	1,817	5,393
Adjournment Proposal	22,848,113	151,242	4,425

Item 7.01 Regulation FD Disclosure.

On August 1, 2017, members of the management team from the Company will present at the Keefe, Bruyette & Woods 2017 Community Bank Investor Conference in New York, New York at 8:00 a.m. Eastern Time. This presentation will be available by webcast at http://wsw.com/webcast/kbw40/fbk.  On August 1, 2017 and August 2, 2017, members of the management team will also be conducting investor meetings while at the conference.  A copy of the presentation to be used during the presentation and in investor meetings is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

The information contained in this Item 7.01 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any filings made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit
99.1	Presentation by FB Financial Corporation

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:July 28, 2017

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Presentation by FB Financial Corporation

EX-99

Exhibit 99.1

  Third Quarter 2017 Investor Presentation 

 This investor presentation contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through the Company’s use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance and/or the performance of the banking and mortgage industry and economy in general and the Company’s proposed acquisition of the Clayton Banks and the anticipated timing, benefits, cost, and financial impact thereof. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this investor presentation including, without limitation, the risks and other factors set forth in the Company’s December 31, 2016 Form 10-K, filed with the SEC on March 31, 2017 under the captions “Cautionary note regarding forward-looking statements” and “Risk factors.” Many of these factors are beyond the Company’s ability to control or predict. The Company believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. The Company does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.   Forward looking statements 

 TerminologyIn this investor presentation, references to “we,” “our,” “us,” “FB Financial” or “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our consolidated banking subsidiary, FirstBank, a Tennessee state chartered bank, unless otherwise indicated or the context otherwise requires. References to “Bank” or “FirstBank” refer to FirstBank, our consolidated banking subsidiary.Contents of Investor PresentationExcept as is otherwise expressly stated, the contents of this investor presentation are presented as of the date on the front cover of this investor presentation. Market Data Market data used in this investor presentation has been obtained from government and independent industry sources and publications available to the public, sometimes with a subscription fee, as well as from research reports prepared for other purposes. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. We did not commission the preparation of any of the sources or publications referred to in this presentation. We have not independently verified the data obtained from these sources, and, although we believe such data to be reliable as of the dates presented, it could prove to be inaccurate. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this investor presentation.    

 Use of non-GAAP financial measures  This investor presentation contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (GAAP) and therefore are considered non-GAAP financial measures. The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance, financial condition and the efficiency of its operations. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant gains and charges in the current period. The Company’s management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding our underlying operating performance and the analysis of ongoing operating trends. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures discussed herein may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed herein when comparing such non-GAAP financial measures. Below is a listing of the non-GAAP financial measures used in this investor presentation. Core net income, core diluted earning per share, the core efficiency ratio, and core return on average assets and equity are non-GAAP measures that exclude securities gains (losses), merger-related and conversion expenses, one time IPO equity grants and other selected items. The Company’s management use these measures in their analysis of the Company’s performance. The Company’s management believes these measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods, as well as demonstrate the effects of significant gains and charges. Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles and are used by the Company’s management to evaluate capital adequacy. Because intangible assets such as goodwill and other intangibles vary extensively from company to company, we believe that the presentation of these non-GAAP financial measures allows investors to more easily compare the Company’s capital position to other company companies. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures are provided on the appendix to this investor presentation.  

   Strategic drivers    Balanced business model buoyed by low-cost core deposit base  Experienced senior management team    Strong financial performer: delivering profitability and growth  Community bank culture and family values  Scalable banking and mortgage platforms  Complementary positions in high growth metropolitan markets and stable community markets 

 A leading community bank headquartered in Tennessee  Top 10 banks in Tennessee¹  Top 10 banks under $25bn assets in Tennessee¹  Source: SNL Financial; Note: Deposit data as of June 30, 2016; Pro forma for pending acquisitions announced as of July 19, 20171 Sorted by deposit market share, deposits are limited to Tennessee  #2 community bank in Tennessee 

 Attractive footprint with balance between community markets and platforms in high growth metropolitan markets  269123Blue dots  193210228Metro markets  130131135Highway  167169172State county outlines  8715487Green dots  148194148Community markets  Source files are619754_FirstBank Bancorp.ai and mapinfo  Note: Financial data as June 30, 2017. Market data as of June 30, 2016 pro forma for pending acquisitions announced as of July 19, 2017. Size of bubble represents size of company deposits in a given marketSource: SNL Financial; 1 Statistics based on county data.            Nashville MSA  Knoxville MSA  Chattanooga MSA  Huntsville MSA  Memphis MSA                      Jackson MSA        Metropolitan marketsCommunity markets      Our current footprint   Total loans (excluding HFS)  Total full service branches  Total deposits  Market rank by deposits: Nashville (13th)Chattanooga (7th) Jackson (3rd) Memphis (30th)Knoxville (9th) Huntsville (21st)   Paris  Crossville  Dayton  Shelbyville  Smithville  Tullahoma  Waverly  Linden  Parsons  Camden  Huntingdon  Lexington  Cookeville   

   Pro forma core results2   2015   2016  1H173  Diluted earnings per share2  $1.91  $2.40  $0.91  Weighted average diluted shares (in millions)  17.2  19.3  25.5  Net income (in millions) 2  $32.9  $46.3  $23.2  Return on average assets2  1.28%  1.54%  1.46%  Return on average tangible common equity2  14.4%  16.7%  12.8%  Core efficiency ratio2  73.1%  70.6%  71.7%  NIM (tax- equivalent)  3.97%  4.10%  4.24%  NIM, ex-accretion  3.96%  3.97%  4.10%  2016 and 2017 Highlights  Completed largest bank IPO in Tennessee history in 3Q 2016Raised $152.7 million in net proceeds from the sale of 4.8 million shares of common stock in 2Q 2017Closed Clayton Banks acquisition on 7/31/171H 2017 revenues of $127.4 million up 3.0% from 1H 2016Loans (HFI) grew 14.8% annualized to $1.97 billion in 2Q 2017, which was a 12.6% increase from 2Q 2016Total deposits grew 3.9% annualized to $2.73 billion in 2Q 2017, which was an 8.5% increase from 2Q 2016Interest rate lock commitment (IRLC) volume was $7.04 billion for the last twelve months, up 18.0% from 2016Nonperforming assets to total assets declined to 0.58% at 2Q17 from 0.78% at 2Q16  Key highlights  Financial results  1 Pro forma net income and tax-adjusted return on average assets include a pro forma provision for federal income taxes using a combined effective income tax rate of 35.08% and 36.75% for the years ended December 31, 2015 and 2016, respectively.2 See “Reconciliation of non-GAAP financial measures” and the Appendix hereto.3 1H 2017 data reflects the six months ended June 30, 2017.  

   Delivering profitability and growth  Drivers of profitability improvement  1 Pro forma net income and tax-adjusted return on average assets include a pro forma provision for federal income taxes using a combined effective income tax rate of 33.76%, 35.37%, 35.63%, 35.08%, and 36.75% for the years ended December 31, 2012, 2013, 2014, 2015, and 2016, respectively.2 See “Reconciliation of non-GAAP financial measures” and the Appendix hereto.3 1H 2017 data reflects the six months ended June 30, 2017.   Core pro forma return on average assets1 2 3 ($mm)   NIM (%) 3  Noninterest income ($mm)3  +72 bps    Loans / deposits (%)  NPA / assets (%)  (229) bps      Increased ROAA by 82 bps 

 Net interest margin driven by multiple levers  Historical yield and costs  1 Includes tax-equivalent adjustment2 1H 2017 data reflects the six months ended June 30, 2017   NIM (%)  3.52%  3.75%   3.93%   3.97%   4.10%   4.24%     NIM, ex-accretion (%)   3.52%  3.75%  3.93%  3.96%  3.97%  4.10%    Deposit cost (%)   0.78%  0.48%  0.36%  0.30%  0.29%  0.33%    Loan (HFI) yield     2015   2016  1H17  Contractual interest rate on loans HFI1  4.77%  4.70%  4.67%  Origination and other loan fee income  0.28%  0.46%  0.36%    5.05%  5.16%  5.03%  Accretion on purchased loans  0.02%  0.20%  0.21%  Loan syndication fees  0.05%  0.05%  0.05%  Total loan yield (HFI)  5.12%  5.41%  5.29%         

     Consistent loan growth and balanced portfolio  Total loan growth1 ($mm) and commercial real estate concentration  Loan portfolio breakdown1    4Q 2012  2Q 2017  Total HFI loans: $1,971mm  1 Exclude HFS loans, C&I includes owner-occupied CRE2 Risk-based capital at bank level as reported in Call Report.    Commercial real estate (CRE) concentration2  % of risk-based Capital        12/31/15  12/31/16  6/30/17  C&D loans subject to 100% risk-based capital limit  100%  81%  86%  Total CRE loans subject to 300% risk-based capital limit  210%  184%  184%       

 Asset quality continues to improve    1 1H 2017 data annualized.  Classified loans ($mm)  Net charge-offs / average loans1  NPAs / assets  LLR / loans        (229) bps  ($52) mm       

 Stable, low cost core deposit franchise    Total deposits ($mm)  1 Includes $46.7 million and $50.0 million in mortgage servicing-related escrow deposits for the year ended December 31, 2016 and the quarter ended June 30, 2017, respectively.2 1H 2017 data annualized  Noninterest bearing deposits ($mm)1  CAGR 18.0%  Deposit composition  Cost of deposits2  CAGR 9.4%           

     Mortgage Banking continues to execute  Mortgage pre-tax contribution to overall Company reduced to approximately 16% from 26% on a pro forma basis with Clayton Banks acquisitionRebalanced mix through better channel distribution as Correspondent growth offsets refinancing decline in Consumer Direct1H 2017 total mortgage pre-tax contribution of $8.5 million up from $7.6 million in 1H 2016Business model continuing to shift to increased purchase volumes given market and interest rate environment   Overview  1 1H 2017 data reflects the six months ended June 30, 2017  IRLC pipeline volume mix by purpose (%)  IRLC pipeline volume by line of business (%)    Consumer Direct  Correspondent  Third party originated  Retail   Retail footprint            Refinance   Purchase       $3.48bn  $5.97bn  IRLC volume:  IRLC pipeline:  $263mn  $533mn    Gain on Sale ($mm)    Servicing Revenue ($mm)  Fair value HFS change($mm)     Fair value MSR change($mm)   Mortgage banking income    Total($mm)   2015  2016  1H 20171   $64.3  $ 94.5   $ 51.5   $ 2.3  $ 11.2   $ 0.7   $ 3.6   $ 12.1    $ 5.4   $ --  $ --   $ (2.3)   $70.2  $117.8   $ 55.3  $547mn  $3.76bn 

 Improving operating leverage remains a key objective  Consolidated 1H 2017 core efficiency ratio of 71.7% driven by Banking Segment core efficiency ratio of 62.3%, approaching our target level of sub-60% Integration of pending acquisition of Clayton Banks will enhance efficiency; expect to realize 20% net cost savings by early-2018Bank’s investment in IT systems, including a new core system, created a scalable platform designed to drive and support growth across marketsContinued capacity to grow by leveraging existing investments and adding revenue producers in key marketsContinuing to refine mortgage banking with operational efficiency improvements while maintaining contribution   Core Efficiency ratio (tax-equivalent basis)1  Improving operating efficiency  1 See “Reconciliation of non-GAAP financial measures” and the Appendix hereto. Segment data not available prior to 2013.2 1H17 data reflects the six months ended June 30, 2017   2 

     Summary of capital position  See “Reconciliation of non-GAAP financial measures” and the Appendix hereto. Total regulatory capital at consolidated level.  Capital position  Total capital composition     12/31/15  12/31/16  6/30/2017  Shareholder’s equity / Assets  8.2%  10.1%  15.2%  TCE / TA1  6.4%  8.7%  13.9%  Common equity tier 1 / Risk-weighted assets  8.2%  11.0%  17.2%  Tier 1 capital / Risk-weighted assets  9.6%  12.2%  18.3%  Total capital /Risk-weighted assets  11.2%  13.0%  19.1%  Tier 1 capital / Average assets  7.6%  10.1%  15.5%  Simple capital structure   

   Over 110 years of history in TennesseeWriting the next chapter…  2003: Acquired The Bank of Murfreesboro in Nashville MSA  2007: Acquired branches from AmSouth Bank in Tennessee community markets  1984  1988  1996  1999  2001  2003  2004  2006  2012  2013  2015  Year:      2001: Opened branches in Nashville and Memphis  2004: Opened branch in Knoxville    Acquisitions    Organic growth  Other    (1) 2017 pro forma for Clayton Banks. Excludes purchase accounting adjustments.  1999: Acquired First State Bank of Linden  1906    2010  2007  2008  2008: Opened two branches in Chattanooga  1990    1996: Purchased Bank of West Tennessee (Lexington) and Nations Bank branch (Camden)      2001: Acquired Bank of Huntingdon    2014  2014: Opened branch in Huntsville, Alabama    1990: Jim Ayers acquired sole control of the Bank  2016      $0.3  $0.5  $0.8  $1.1  $1.1  $1.5  $2.2  $2.5  $2.9  $3.3  $1.9  $2.1  $2.1  $4.5  2016:Completed core operating platform conversion  2016:Completed integration of Northwest Georgia Bank in Chattanooga        2015: Awarded “Top Workplaces" by The Tennessean  2016:Rebranded to FB Financial and Completed IPO  1988: Purchased assets of First National Bank of Lexington; Changed franchise name to FirstBank  1984: Jim Ayers and associate acquired the Bank    2015: Acquired Northwest Georgia Bank in Chattanooga     Total assets ($bn)  2017(1)    2017:Acquired Clayton Bank and Trust and American City Bank      (1) 

 Strategically compelling and financially attractive transaction  1 Assumes 38.1% tax effect on pre-tax income.Source: Company data and SNL Financial. Data as of or for the three months ended June 30, 2017  Strategic Rationale  Compelling ValuationBusiness Mix ShiftNiche LendingEnhances GeographyHigh Profitability            Key Highlights  High degree of cultural synergiesOpportunity for operating leverage in existing marketsSignificant growth in Knoxville MSAMetro / community model  Expected to be immediately accretive to EPS in 201720%+ EPS accretion expected in first full year (2018) of operations and beyond0.25 years estimated TBV earnback (crossover method)Expected TBV dilution at closing of ~2.0% 

 Strategic rationale – In-footprint expansion with highly profitable banks  Track Record of Financial Performance  The Clayton Banks have consistently ranked among the most profitable banks in TN (1)    ROAA(2)        1H 2017  5-Yr Avg.    Clayton Bank and Trust  2.59%  2.30%    American City Bank  1.64%  1.49%    Combined  2.34%  2.09%    Enhances Geography  Enhances presence in 3 of FirstBank’s metro marketsKnoxville – Top 10 pro forma market share with nearly $400 million in depositsJackson – Top 3 pro forma market share rank with 14.4% market shareMemphis – Adds 2 branches and $80 million in deposits# 6 pro forma deposit market share in TN for FirstBankEstablishes new Tullahoma / Manchester community market with #1 deposit market share   (1) SNL Financial. (2) Based on pre-tax income tax-effected at 38.1%. 

 Cost Savings   Transaction Expenses  Estimated one-time pre-tax transaction expenses of $20.0 million, including community investments   Key transaction assumptions  Loan Mark  Gross loan mark of $30.2 million (~2.87% of gross loans)Gross loan mark is before reversals of ALLL ($20.4 million), remaining discount on acquired loans ($7.1 million) and deferred loan fees ($4.2 million)  Transaction Structure  Taxable transaction to seller; FB Financial receives a step-up in basis  Estimated noninterest expense savings of 20%, with 50% of such savings being achieved during 2017; 100% achieved in 2018 and thereafterPlanned capital expenditure of $3 million for bank improvements and technology upgradesAdditional branches in Knoxville market  CDI  Core deposit intangible of <2% of transaction accounts (~$9.8mm)  Other Marks  $2 million mark on certificates of deposit and borrowings$0.8 million mark on OREO (~25%)  Revenue Synergies  None assumed; although significant opportunities exist in mortgage and treasury services 

 Loan and deposit mix  Pro Forma Loan Portfolio  Pro Forma Deposit Mix  Pro forma loan (HFI)-to-deposit ratio 84%Diversified portfolio with 39% C&I (includes CRE - Owner-Occupied) Pro forma loan yield estimated at 5.70%, FBK’s was 5.42% in 1Q 2017  Deposit profile of combined bank: 47% checking, 81% transactional, with 26% noninterest-bearingPro forma cost of deposits 0.41%, compared to FBK’s 0.33% in 1H 2017Primary focus remains on core, relationship-focused deposit gathering  Source: Company filings; Note: Financial data as of June 30, 2017. Excludes purchase accounting adjustments. 

    Appendix: FB Financial Standalone 

 Reconciliation of non-GAAP financial measures  Pro forma core net income 

 Reconciliation of non-GAAP financial measures (cont’d)  Pro forma core diluted earnings per share 

 Reconciliation of non-GAAP financial measures (cont’d)  Tax-equivalent core efficiency ratio  (1) Efficiency ratio (GAAP) is calculated by dividing non-interest expense by total revenue. 

 Tangible book value per common share and tangible common equity to tangible assets  Reconciliation of non-GAAP financial measures (cont’d)   On June 28, 2016, the Company declared a 100-for-1 stock split, increasing the number of issued and authorized shares from 171,800 to 17,180,000 and 250,000 to 25,000,000, respectively. Additional shares issued as a result of the stock split were distributed immediately upon issuance to the shareholder on that date. Share and per share amounts included in the consolidated financial statements and notes thereto reflect the effect of the split for all periods presented. Additionally, in July 2016, the Company increased the authorized shares from 25,000,000 to 75,000,000. 

 Reconciliation of non-GAAP financial measures (cont’d)  Core pro forma return on average assets and equity 

    Appendix: Clayton Banks 

 Headquartered in Knoxville, TN with a footprint extending to West TennesseeHigh, sustainable profitability with 2%+ through-the-cycle ROAA, driven by a combination of strong margins and low efficiency ratioManufactured Housing lending niche capitalizes on unique expertise and deep relationships throughout industry vertical  Overview of Clayton Bank and Trust  Clayton Bank and Trust Footprint  Overview  Note: Financial data as of and for the six months ended June 30, 2017.(1) Assumes 38.1% tax effect on Pre-Tax income.Source: Company data and SNL Financial.  Clayton Bank and Trust 

 Knoxville market presence  Pro Forma Knoxville Footprint  Third largest MSA in Tennessee, largest in East TennesseeSupports 120 automotive component manufacturers providing over 13,000 jobsWell situated to attract the key suppliers and assembly operations in the southeastHighly diversified economy Notable Employers:U.S. Department of Energy – Oak Ridge operations ~12,000 jobsCovenant Health ~ 10,000 jobsThe University of Tennessee, Knoxville ~ 6,600 jobsClayton Homes ~ 2,800 jobsTennessee Valley Authority ~ 1,600 jobs  Knoxville Economy  Source: Company data, SNL Financial, Knoxville Chamber of Commerce. 

 Clayton Banks credit quality  Loans Outstanding ($ millions)  NPAs / Assets  NCOs / Average Loans1  ALLL / Gross Loans HFI  CAGR: 7.5%  Source: SNL Financial & Company filings; Note: Financial data as of June 30, 2017.1 Annualized 

 Manufactured Housing niche lending adds meaningful risk-adjusted profitability  MH Balances ($M)  MH Niche comprised of three areas operated from Knoxville with a national platformMH Communities (MHC) C&I and CRE-focused lending to experienced, sophisticated owners / operators of MH communities MH Retail (MHR)Consumer mortgage / chattel loans for purchase of manufactured homes originated through a network of approved retailersThird Party MH ServicingLeveraging operational expertise to service MH retail loans for third parties, primarily for MH community ownersNo associated MSR asset  Unpaid Principal Balance & Servicing Revenue2  NCOs / Average Loans1    CAGR: 12.1%  Source: Company documents; Note: Financial data as of June 30, 2017.1 Annualized2 1H 2017 servicing revenue data reflects the six months ended June 30, 2017 

 Clayton Bank historical financials  Source: SNL Financial, Company Documents; Note: Data as of periods shown. Net Income, return on average assets and return of average equity assume 38.1% tax effect on pre-tax income. 

 Overview of American City Bank  American City Bank Footprint  Overview  Headquartered in Tullahoma, TN with branches also in Manchester, TNEfficiently run, profitable institution with sustainable ROAA of ~1.5%, pricing power and strong capitalizationCustomer-focused business model driven by strong relationships and local market knowledge  American City Bank  Note: Financial data as of and for the six months ended June 30, 2017.(1) Assumes 38.1% tax effect on Pre-Tax income.Source: Company data and SNL Financial. 

 American City Bank historical financials  Source: SNL Financial, Company Documents; Note: Data as of periods shown. Net Income, return on average assets and return of average equity assume 38.1% tax effect on pre-tax income. 

 Enhances both metro and community market presence   Source: Company filings, SNL Financial; Note: Deposit data as of June 30, 2016. 

 Pro forma loan portfolio bolsters commercial lending platform  Source: Company filings; Note: Financial data (including pro forma data) as of June 30, 2017. FB Financial data based on GAAP data. Clayton Bank and Trust and American City Bank based on regulatory data. Excludes purchase accounting adjustments. 

 Pro forma deposit composition remains transaction account-focused  Source: Company filings; Note: Financial data (including pro forma data) as of June 30, 2017. FB Financial data based on GAAP data. Clayton Bank and Trust and American City Bank based on regulatory data. Excludes purchase accounting adjustments.