FB Financial CorpFBKEarnings & Financial Report
NYSE · Financials · State Commercial Banks
Fubon Financial Holding Co., Ltd. is a financial investment holding company consists of the following key subsidiaries: Fubon Asset Management, Fubon Insurance Co. Ltd., Fubon Securities, Fubon Bank, Fubon Life, Fubon Bank (China) and Fubon Bank Limited. The holding company was setup on 19 December 2001.
What changed in FB Financial Corp's 10-K — 2024 vs 2025
Top changes in FB Financial Corp's 2025 10-K
596 paragraphs added · 531 removed · 398 edited across 1 sections
- Item 5. Market for Registrant's Common Equity+596 / −531 · 398 edited
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
398 edited+198 added−133 removed222 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
398 edited+198 added−133 removed222 unchanged
2024 filing
2025 filing
Provision for credit losses on loans HFI and unfunded loan commitments was $12.0 million for the year ended December 31, 2024 compared $2.5 million for the year ended December 31, 2023 primarily due to a reversal of provision for credit losses on unfunded commitments of $2.7 million compared to $14.2 million during the year ended December 31, 2023.
Provision for credit losses on loans HFI and unfunded loan commitments was $12.0 million for the year ended December 31, 2024 compared to $2.5 million for the year ended December 31, 2023 primarily due to a reversal of provision for credit losses on unfunded commitments of $2.7 million compared to $14.2 million during the year ended December 31, 2023.
Commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses, and farmers for working capital and operating needs and business expansions. This category also includes loans secured by manufactured housing receivables made primarily to manufactured housing communities.
Commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses, and farmers for working capital and operating needs and business expansions. This category also includes loans secured by manufactured housing receivables made primarily to manufactured housing communities.
This ASU requires certain details for expenses presented on the face of the consolidated statements of income as well as selling expenses to be presented in the notes to the financial statements. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
This ASU requires certain details for expenses presented on the face of the consolidated statements of income as well as selling expenses to be presented in the notes to the consolidated financial statements. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear.
Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear.
The derivative instruments utilized by the Company, which were not included in the above sensitivities, would serve to offset the estimated impacts to fair value included above. 72 ITEM 7A — Quantitative and Qualitative Disclosures About Market Risk Interest rate sensitivity Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities.
The derivative instruments utilized by the Company, which were not included in the above sensitivities, would serve to offset the estimated impacts to fair value included above. ITEM 7A — Quantitative and Qualitative Disclosures About Market Risk Interest rate sensitivity Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities.
For additional information regarding our interest rate risks factors and management, see “Business: Risk management: 36 Liquidity and interest rate risk management” and “Risk factors: Risks related to our business.” Credit trends We focus on originating quality loans and have established loan approval policies and procedures to assist us in upholding the overall credit quality of our loan portfolio.
For additional information regarding our interest rate risks factors and management, see “Business: Risk management: Liquidity and interest rate risk management” and “Risk factors: Risks related to our business.” Credit trends We focus on originating quality loans and have established loan approval policies and procedures to assist us in upholding the overall credit quality of our loan portfolio.
Since these correlations are based on competitive pricing in the market, we anticipate that our future results will likely be different from the scenario results presented above and such differences could be material. 73 The preceding measures assume no change in the size or asset/liability compositions of the balance sheet.
Since these correlations are based on competitive pricing in the market, we anticipate that our future results will likely be different from the scenario results presented above and such differences could be material. The preceding measures assume no change in the size or asset/liability compositions of the balance sheet.
These assets generally have readily available markets that offer conversions to cash as needed. AFS debt securities within our investment portfolio are used to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments.
These assets generally have readily available markets that offer conversions to cash as needed. AFS debt securities within our investment portfolio are typically used to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments.
These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed basis and repayment depends upon project completion and sale, refinancing, or operation of the real estate. 1-4 family mortgage loans.
These loans are generally secured by the land, or the real property being built and are made based on our assessment of the value of the property on an as-completed basis and repayment depends upon project completion and sale, refinancing, or operation of the real estate. 1-to-4 family mortgage loans.
Securities sold under agreements to repurchase and federal funds purchased We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management products 67 as a short-term return for their excess funds.
Securities sold under agreements to repurchase and federal funds purchased We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management products as a short-term return for their excess funds.
These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the Federal Reserve Board and market interest rates.
These factors are influenced by both the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the Federal Reserve and market interest rates.
The allowance for credit losses for collateral-dependent loans as well as loans where foreclosure is probable is calculated as the amount for which the loan’s amortized cost basis exceeds fair value of the underlying collateral. Fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel.
The allowance for credit losses for collateral-dependent loans as well as loans where foreclosure is probable is calculated as the amount for which the amortized cost basis exceeds fair value of the underlying collateral. Fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel.
Also, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change.
Also, the effect of an adverse variation in a particular assumption on the fair value of the mortgage servicing rights is calculated without changing any other assumption, while in reality changes in one factor may result in changes in another, which may either magnify or counteract the effect of the change.
Additionally, in December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This ASU requires disclosures of specific categories and disaggregation of information in the rate reconciliation table.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This ASU requires disclosures of specific categories and disaggregation of information in the rate reconciliation table.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Risk factors: Risks related to our business.” Regulatory trends and changes in laws We are subject to extensive regulation and supervision, which continue to evolve as the legal and regulatory framework governing our operations continues to change.
Risk factors: Risks related to our business.” 41 Regulatory trends and changes in laws We are subject to extensive regulation and supervision, which continue to evolve as the legal and regulatory framework governing our operations continues to change.
Thus, the measures do not reflect the actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points.
Thus, the measures do not reflect any actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points.
Municipal debt securities with market values below amortized cost at December 31, 2024 were reviewed for material credit events and/or rating downgrades with individual credit reviews performed.
Municipal debt securities with market values below amortized cost at December 31, 2025 and 2024 were reviewed for material credit events and/or rating downgrades with individual credit reviews performed.
Derivatives designated as fair value hedges The Company enters into fair value hedging relationships using interest rates swaps to mitigate the Company’s exposure to losses in market value as interest rates change.
Derivatives designated as fair value hedges The Company periodically enters into fair value hedging relationships using interest rates swaps to mitigate the Company’s exposure to losses in market value as interest rates change.
Other real estate owned may also include excess facilities and properties held for sale as described in Note 5, “Other real estate owned.” Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan.
Other real estate owned may also include excess facilities and properties held for sale as described in Note 6, “Other real estate owned.” Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan.
As such, as of December 31, 2024 and 2023, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Further, it is not likely that the Company will be required to sell these securities before recovery of their amortized cost basis.
As such, as of December 31, 2025 and 2024, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Further, it is not likely that the Company will be required to sell these securities before recovery of their amortized cost basis.
The Company manages this risk by having a policy to pledge securities valued at 100% of the outstanding balance of repurchase agreements. The Bank maintains lines with certain correspondent banks that provide borrowing capacity in the form of federal funds purchased. Federal funds purchased are short-term borrowings that typically mature within one to ninety days.
The Company manages this risk by having a policy to pledge securities valued at 100% of the outstanding balance of repurchase agreements. The Bank maintains lines with certain correspondent banks that provide borrowing capacity in the form of federal funds purchased. Federal funds purchased are short-term borrowings that typically mature within one to fourteen days.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in mortgage banking income in the consolidated statements of income.
The change in fair value of mortgage loans held for sale and the related derivative instruments are recorded in mortgage banking income in the consolidated statements of income.
During the years ended December 31, 2024 and 2023, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on AFS debt securities during the years ended December 31, 2024 and 2023.
During the years ended December 31, 2025 and 2024, it was determined that all AFS debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on AFS debt securities during the years ended December 31, 2025 and 2024.
Overnight advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no FHLB advances outstanding as of December 31, 2024 or December 31, 2023.
Overnight advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no FHLB advances outstanding as of December 31, 2025 or December 31, 2024.
At December 31, 2024 and 2023, the Company did not own any securities classified as held-to-maturity. Trading account securities Trading account securities are held for the purpose of buying and selling securities at a profit. Trading account securities are carried at fair value on the balance sheet, with any periodic changes in fair value recorded through income.
At December 31, 2025 and 2024, the Company did not own any securities classified as held-to-maturity. Trading account securities Trading account securities are held for the purpose of buying and selling securities at a profit. Trading account securities are carried at fair value on the balance sheet, with any periodic changes in fair value recorded through income.
At December 31, 2024 and 2023, the Company did not own any securities classified as trading. Equity securities Equity securities with a readily determinable market value are carried at fair value on the balance sheet with any unrealized gains or losses recorded through income. Equity securities without a readily determinable fair value are carried at cost less impairment.
At December 31, 2025 and 2024, the Company did not own any securities classified as trading. Equity securities Equity securities with a readily determinable market value are carried at fair value on the balance sheet with any unrealized gains or losses recorded through income. Equity securities without a readily determinable fair value are carried at cost less impairment.
In making the assessment, management used the “Internal Control — Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment management has determined that, as of December 31, 2024, the Company's internal control over financial reporting is effective based on the COSO 2013 framework.
In making the assessment, management used the “Internal Control — Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment management has determined that, as of December 31, 2025, the Company's internal control over financial reporting is effective based on the COSO 2013 framework.
Commercial real estate non-owner occupied loans . The Company’s commercial real estate non-owner occupied loans include loans to finance commercial real estate investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities.
Commercial real estate non-owner occupied loans. The Company’s commercial real estate non-owner occupied loans include loans to finance commercial real estate investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, and assisted living facilities.
Note (5)—Other real estate owned The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at the lower of the carrying amount of the underlying loan or the fair value of the real estate less costs to sell.
Note (6)—Other real estate owned The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at the lower of the carrying amount of the underlying loan or the fair value of the real estate less costs to sell.
Discussion and analysis of our financial condition and results of operations for the years ended December 31, 2023 and 2022 are included in the respective sections within “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report filed on Form 10-K with the SEC for the year ended December 31, 2023.
Discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024 and 2023 are included in the respective sections within “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report filed on Form 10-K with the SEC for the year ended December 31, 2024.
Our commercial real estate non-owner occupied loans include loans to finance commercial real estate investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities.
Commercial real estate non-owner occupied loans. Our commercial real estate non-owner occupied loans include loans to finance commercial real estate investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, and assisted living facilities.
Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees. Construction loans.
Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but also include collateralization by inventory, accounts receivable, equipment and personal guarantees.
We have evaluated our loans HFI classified as nonperforming and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans HFI as of December 31, 2024 and 2023. Management also continually monitors past due loans for potential credit quality deterioration.
We have evaluated our loans HFI classified as nonperforming and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses on loans HFI as of December 31, 2025 and 2024. Management also continually monitors past due loans for potential credit quality deterioration.
Periodically, AFS debt securities may be sold, or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates. 97 FB Financial Corporation and subsidiaries Notes to consolidated financial statements (Dollar amounts are in thousands, except share and per share amounts) The amortized cost and fair value of AFS debt securities by contractual maturity as of December 31, 2024 and 2023 are shown below.
Periodically, AFS debt securities may be sold, or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes or preparing for anticipated changes in market interest rates. 106 FB Financial Corporation and subsidiaries Notes to consolidated financial statements (Dollar amounts are in thousands, except share and per share amounts) The amortized cost and fair value of AFS debt securities by contractual maturity as of December 31, 2025 and 2024 are shown below.
Core efficiency ratio (tax-equivalent basis) The core efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains (losses), merger and offering-related expenses and other selected items. Our management uses this measure in its analysis of our performance.
Adjusted efficiency ratio (tax-equivalent basis) The adjusted efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains (losses), merger and offering-related expenses and other selected items. Our management uses this measure in its analysis of our performance.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025.
The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024.
The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU became effective for annual periods beginning after December 15, 2024.
We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management strives to operate within the thresholds set forth above. When our ratios are in excess of one or both of 52 these guidelines, banking regulators generally require an increased level of monitoring in these lending areas by management. The table below shows concentration ratios for the Bank and Company as of December 31, 2024 and 2023.
Management strives to operate within the thresholds set forth above. When our ratios are in excess of one or both of these guidelines, banking regulators generally require an increased level of monitoring in these lending areas by management. The table below shows concentration ratios for the Bank and Company as of December 31, 2025 and 2024.
Certain of these policies require management to apply significant judgement and estimates, which can have a material impact on the carrying value of certain assets and liabilities, and we consider the below policies to be our critical accounting policies.
Certain of these policies require management to apply significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities, and we consider the below policies to be our critical accounting policies.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
The derivative instruments utilized by the Company, which were not included in the above sensitivities, would serve to offset the estimated impacts to fair value included in the table above. See Note 15, “Derivatives” for additional information on these derivative instruments.
The derivative instruments utilized by the Company, which were not included in the above sensitivities, would serve to offset the estimated impacts to fair value included in the table above. See Note 16, “Derivatives” for additional information on these derivative instruments.
Other loans also include loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing. 54 As part of our lending policy and risk management activities, we track lending exposure of commercial and industrial and owner-occupied commercial real estate by industry classification (as defined by the North American Industry Classification System) and type to determine potential risks associated with industry concentrations, and if any risk issues could lead to additional credit loss exposure.
Other loans include municipal loans to states and political subdivisions in the U.S. and are repaid through tax revenues or refinancing. 59 As part of our lending policy and risk management activities, we track lending exposure of commercial and industrial and owner-occupied commercial real estate by industry classification (as defined by the North American Industry Classification System) and type to determine potential risks associated with industry concentrations, and if any risk issues could lead to additional credit loss exposure.
Net interest income and margin are shaped by fluctuations in interest rates as well as changes in volume and mix of earning assets and interest-bearing liabilities. During the year ended December 31, 2024, the U.S.
Net interest income and margin are shaped by fluctuations in interest rates as well as changes in volume and mix of earning assets and interest-bearing liabilities. During the year ended December 31, 2025, the U.S.
There were no such loans outstanding as of December 31, 2024 as the last relationship was exited during the year ended December 31, 2023. These commercial loans were measured at fair value. As such, these loans were excluded from the ACL.
There were no such loans outstanding as of December 31, 2025 and 2024 as the last relationship was exited during the year ended December 31, 2023. These commercial loans were measured at fair value. As such, these loans were excluded from the ACL.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2024, has been audited by Crowe LLP, an independent registered public accounting firm, as stated in their report which appears herein. 76 Report of Independent Registered Public Accounting Firm Shareholders and the Board of Directors of FB Financial Corporation Nashville, Tennessee Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of FB Financial Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
The effectiveness of the Company's internal control over financial reporting as of December 31, 2025, has been audited by Crowe LLP, an independent registered public accounting firm, as stated in their report which appears herein. 81 Report of Independent Registered Public Accounting Firm Shareholders and the Board of Directors of FB Financial Corporation Nashville, Tennessee Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of FB Financial Corporation (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
Provision for credit losses The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model.
Pr ovision for credit losses The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model.
For further information related to the change in the ACL refer to “Provision for credit losses” section herein and Note 3, “Loans and allowance for credit losses on loans HFI” in the notes to our consolidated financial statements.
For further information related to the change in the ACL refer to “Provision for credit losses” section herein and Note 4, “Loans and allowance for credit losses on loans HFI” in the notes to our consolidated financial statements.
For a more complete discussion on the restrictions on dividends, see “Business: Supervision and regulation: Regulation of the Company and the Bank: Restrictions on dividends” and Note 13 “Dividend restrictions” in the notes to the consolidated financial statements.
For a more complete discussion on the restrictions on dividends, see “Business: Supervision and regulation: Regulation of the Company and the Bank: Restrictions on dividends” and Note 14 “Dividend restrictions” in the notes to the consolidated financial statements.
The issuers of these AFS debt securities continue to make timely principal and interest payments under the contractual terms of the securities and the issuers will continue to be observed as a part of the Company’s ongoing credit monitoring.
The issuers of these municipal debt securities continue to make timely principal and interest payments under the contractual terms of the securities and the issuers will continue to be observed as a part of the Company’s ongoing credit monitoring.
Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes. 99 FB Financial Corporation and subsidiaries Notes to consolidated financial statements (Dollar amounts are in thousands, except share and per share amounts) The following tables present the credit quality of the Company's commercial type loan portfolio as of December 31, 2024 and 2023 and the gross charge-offs for the years ended December 31, 2024 and 2023 by year of origination.
Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes. 109 FB Financial Corporation and subsidiaries Notes to consolidated financial statements (Dollar amounts are in thousands, except share and per share amounts) The following tables present the credit quality of the Company’s commercial type loan portfolio as of December 31, 2025 and 2024 and the gross charge-offs for the years ended December 31, 2025 and 2024 by year of origination.
The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain loans and investments. Our tax-exempt income is converted to a tax-equivalent basis by adjusting for the combined federal and blended state statutory income tax rate of 26.06% for the years ended December 31, 2024, 2023, and 2022.
The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain qualifying loans and investments. Our tax-exempt income is converted to a tax-equivalent basis by adjusting for the combined federal and blended state statutory income tax rate of 26.06% for the years ended December 31, 2025, 2024, and 2023.
Note (16)—Fair value of financial instruments FASB ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Note (17)—Fair value of financial instruments ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
ITEM 6 — [RESERVED] 35 ITEM 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations Overall Objective The following is a discussion of our financial condition at December 31, 2024 and 2023, and our results of operations for the years ended December 31, 2024 and 2023, and should be read in conjunction with our audited consolidated financial statements included elsewhere herein.
ITEM 6 — [RESERVED] ITEM 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations Overall Objective The following is a discussion of our financial condition at December 31, 2025 and 2024, and our results of operations for the years ended December 31, 2025 and 2024, and should be read in conjunction with our audited consolidated financial statements included elsewhere herein.
As of December 31, 2024 and 2023, there were no concentrations of loans exceeding 10% of total loans other than our geographic exposure to Tennessee and Alabama, as well as the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories.
As of December 31, 2025 and 2024, there were no concentrations of loans exceeding 10% of total loans other than our geographic exposure to Tennessee, Alabama and Georgia, as well as the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period, the most significant of which relate to the allowance for credit losses and mortgage servicing rights.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period, the most significant of which relate to business combinations and goodwill, the allowance for credit losses and mortgage servicing rights.
Additionally, based upon management's assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2024.
Additionally, based upon management's assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2025.
Overview We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned bank subsidiary, FirstBank. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Kentucky, Alabama and North Georgia.
Overview We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned subsidiary bank, FirstBank, and its subsidiaries. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Alabama, Kentucky, Georgia and North Carolina.
The repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Sale of Equity Securities The Company did not sell any unregistered equity securities during 2024.
The repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. 39 Sale of Equity Securities The Company did not sell any unregistered equity securities during 2025.
Interest expense, provision for credit losses, and salaries, commissions and employee benefits provide the significant expenses in the Banking segment, and salaries, commissions and employee benefits provide the significant expenses in the Mortgage segment. These figures are regularly provided to the chief operating decision maker and are monitored through budget-to-actual variance review.
Interest expense, provision for credit losses, salaries, commissions, employee benefits and merger and integration costs provide the significant expenses in the Banking segment, and salaries, commissions and employee benefits provide the significant expenses in the Mortgage segment. These figures are regularly provided to the chief operating decision maker and are monitored through budget-to-actual variance review.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends,” each of which is set forth in our Annual Report.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends,” each of which is set forth in this Annual Report .
The Company also has a master loan purchase agreement with the entity to purchase up to $250,000 in manufactured housing loan production over an initial five -year term. Under this agreement, the Company purchased $58,171 and $33,164 of loans for the years ended December 31, 2024 and 2023, respectively.
The Company also has a master loan purchase agreement with the entity to purchase up to $250,000 in manufactured housing loan production over an initial five-year term. Under this agreement, the Company purchased $63,450, $58,171, and $33,164 of loans for the years ended December 31, 2025, 2024, and 2023.
However, credit trends in the markets in which we operate and in our loan portfolio can materially impact our financial condition and performance and are primarily driven by the economic conditions in our markets. During 2024, our percentage of total nonperforming loans to loans HFI increased to 0.87% as of December 31, 2024, from 0.65% as of December 31, 2023.
However, credit trends in the markets in which we operate and in our loan portfolio can materially impact our financial condition and performance and are primarily driven by the economic conditions in our markets. During 2025, our percentage of total nonperforming loans to loans HFI increased to 0.97% as of December 31, 2025, from 0.87% as of December 31, 2024.
The graph assumes an initial $100 investment on December 31, 2019 through December 31, 2024. Data for the S&P 500 and S&P 500 Bank Industry Group assumes reinvestment of dividends. Returns are shown on a total return basis. The performance graph represents past performance and should not be considered to be an indication of future performance.
The graph assumes an initial $100 investment on December 31, 2020 through December 31, 2025. Data for the S&P 500 and S&P 500 Bank Industry Group assumes reinvestment of dividends. Returns are shown on a total return basis. The performance graph represents past performance and should not be considered to be an indication of future performance.
FHLB stock is carried at cost and evaluated for impairment based upon management’s assessment of the recoverability of the par value. Ownership of FHLB stock is required to participate in the FHLB system and varies based upon the amount of FHLB advances.
The securities are carried at cost and evaluated for impairment based upon management’s assessment of the recoverability of the par value. Ownership of FHLB stock is required to participate in the FHLB system and varies based upon the amount of FHLB advances. Ownership of the FRB stock is required to participate in the FRB system.
For PSUs granted after December 31, 2023, performance factors will be based on a combination of the same metric discussed above as well as the Company’s adjusted tangible book value over the performance period.
For PSUs granted after December 31, 2023, performance factors are based on a combination of the same metric discussed above as well as the Company’s adjusted tangible book value over the performance period.
The level of net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur. Interest rates increased throughout the year ended December 31, 2024. Volatile interest rates could have significant adverse effects on the earnings, financial condition and results of operations of the Company.
The level of net interest income is therefore influenced by movements in such interest rates and the pace at which such movements occur. Interest rates decreased throughout the year ended December 31, 2025. Volatile interest rates could have significant adverse effects on the earnings, financial condition and results of operations of the Company.
The Company’s commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower.
Commercial real estate owner-occupied loans. The Company’s commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, and church facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower.
Year ended December 31, 2024 compared to year ended December 31, 2023 due to changes in (dollars in thousands) Volume Yield/rate Net increase (decrease) Interest-earning assets: Loans HFI (1)(2) $ 3,218 $ 23,611 $ 26,829 Loans held for sale - mortgage 681 (51) 630 Loans held for sale - commercial (162) — (162) Investment securities: Taxable 3,345 19,455 22,800 Tax-exempt (2) (3,109) (142) (3,251) Federal funds sold and reverse repurchase agreements 584 321 905 Interest-bearing deposits with other financial institutions (1,806) 741 (1,065) FHLB stock (616) 301 (315) Total interest income (2) 2,135 44,236 46,371 Interest-bearing liabilities: Interest-bearing checking deposits (7,235) 5,519 (1,716) Money market deposits 9,574 11,296 20,870 Savings deposits (41) 35 (6) Customer time deposits (1,470) 11,748 10,278 Brokered and internet time deposits 8,518 (418) 8,100 Securities sold under agreements to repurchase and federal funds purchased (146) (157) (303) Federal Home Loan Bank advances (1,487) — (1,487) Subordinated debt 174 (2,638) (2,464) Other borrowings 4,530 40 4,570 Total interest expense 12,417 25,425 37,842 Change in net interest income (2) $ (10,282) $ 18,811 $ 8,529 (1) Average loans are presented gross, including nonaccrual loans and overdrafts.
The net taxable-equivalent adjustment amounts included was $3.3 million and $2.6 million for the years ended December 31, 2025 and 2024, respectively. 52 Year ended December 31, 2024 compared to year ended December 31, 2023 due to changes in (dollars in thousands) Volume Yield/rate Net increase (decrease) Interest-earning assets: Loans HFI (1)(2) $ 3,218 $ 23,611 $ 26,829 Loans held for sale - mortgage 681 (51) 630 Loans held for sale - commercial (162) — (162) Investment securities: Taxable 3,345 19,455 22,800 Tax-exempt (2) (3,109) (142) (3,251) Federal funds sold and reverse repurchase agreements 584 321 905 Interest-bearing deposits with other financial institutions (1,806) 741 (1,065) Restricted equity securities, at cost (616) 301 (315) Total interest income (2) 2,135 44,236 46,371 Interest-bearing liabilities: Interest-bearing checking deposits (7,235) 5,519 (1,716) Money market deposits 9,574 11,296 20,870 Savings deposits (41) 35 (6) Customer time deposits (1,470) 11,748 10,278 Brokered and internet time deposits 8,518 (418) 8,100 Securities sold under agreements to repurchase and federal funds purchased (146) (157) (303) Federal Home Loan Bank advances (1,487) — (1,487) Subordinated debt 174 (2,638) (2,464) Other borrowings 4,530 40 4,570 Total interest expense 12,417 25,425 37,842 Change in net interest income (2) $ (10,282) $ 18,811 $ 8,529 (1) Average loans are presented gross, including nonaccrual loans and overdrafts.
Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. Accrued interest receivable written off as an adjustment to interest income amounted to $0.7 million and $1.1 million for the years ended December 31, 2024 and 2023, respectively.
Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 or more days past due on which interest continues to accrue. Accrued interest receivable written off as an adjustment to interest income amounted to $2.1 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively.
Derivative financial instruments are included in the consolidated balance sheet line items other assets or other liabilities at fair value in accordance with ASC 815, “Derivatives and Hedging.” See Note 1, “Basis of presentation and summary of significant accounting policies,” for additional information on the Company’s accounting policies related to derivative instruments and hedging activities.
Derivative financial instruments are included in the consolidated balance sheets line item other assets or other liabilities at fair value in accordance with ASC 815, “Derivatives and Hedging.” See Note 1, “Basis of presentation and summary of significant accounting policies,” herein for additional information on the Company’s accounting policies related to derivative instruments and hedging activities.
In addition, during the year ended December 31, 2024, 1-4 family mortgage residential real estate loans of $1,474 defaulted that were previously modified in the prior 12 months by receiving a combination of payment deferral and term extension. No financing receivables modified in the preceding twelve months had a payment default during the year ended December 31, 2023.
In addition, during the year ended December 31, 2024, 1-4 family mortgage residential real estate loans of $1,474 defaulted that were previously modified in the prior 12 months by receiving a combination modification. No financing receivables modified in the preceding twelve months had a payment default during the year ended December 31, 2023.
(5) The NIM is calculated by dividing net interest income, on a tax-equivalent basis, by average total earning assets. 46 Yield/rate and volume analysis The tables below present the components of the changes in net interest income for the years ended December 31, 2024 and 2023.
(5) The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets. 51 Yield/rate and volume analysis The tables below present the components of the changes in net interest income for the years ended December 31, 2025 and 2024.
Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower. Commercial real estate non-owner occupied loans.
Commercial real estate owner-occupied loans. Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, and church facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower.
Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $12.3 million of provision expense during the year ended December 31, 2024 compared to $2.6 million during the year ended December 31, 2023.
Provisions for credit losses on loans HFI and unfunded loan commitments resulted in $37.6 million of provision expense during the year ended December 31, 2025 compared to $12.3 million during the year ended December 31, 2024.
The Company’s consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans, manufactured homes (without real estate) and personal lines of credit. Consumer loans are generally secured by vehicles and other household goods, with repayment depending primarily on the cash flow of the borrower.
The Company’s consumer and other loans include loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans and personal lines of credit. Consumer loans are generally secured by vehicles and other household goods, with repayment depending primarily on the cash flow of the borrower.
On March 21, 2024, the Company announced that its board of directors re-authorized the Company’s stock repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The Company purchased 353,286 shares pursuant to this plan during the year ended December 31, 2024.
On March 21, 2024, the Company announced that its board of directors re-authorized the Company’s stock repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The Company purchased 1,513,627 shares pursuant to this plan during the year ended December 31, 2025.
(2) The percentage change in this column represents our EVE in a stable interest rate environment versus EVE in the various rate scenarios. The results for the net interest income simulations as of December 31, 2024 and 2023 resulted in an asset sensitive position.
(2) The percentage change in this column represents our EVE in a stable interest rate environment compared to EVE in the various rate scenarios. The results for the net interest income simulations as of December 31, 2025 and 2024 resulted in an asset sensitive position.
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