Item 1.01 Entry into a Material Definitive Agreement. OnJune 8, 2021 ,FB Financial Corporation (the "Company") and Mr.James W. Ayers (the "Selling Shareholder") entered into an underwriting agreement (the "Underwriting Agreement") withKeefe, Bruyette & Woods, Inc. , AStifel Company (the "Underwriter"), pursuant to which, subject to the satisfaction of certain conditions set forth therein, the Underwriter agreed to purchase 2,500,000 shares (the "Underwritten Shares") of the Company's common stock, par value$1.00 per share ("Common Stock"), from the Selling Shareholder at a price of$40.84 per share. The offering of the Underwritten Shares (the "Offering") closed onJune 10, 2021 . The Company did not receive any proceeds from the sale of the Underwritten Shares. Upon completion of the Secondary Offering, the Selling Shareholder continues to own approximately 23.5% of the Company's outstanding common stock. The Offering was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-256861), which was filed with theSecurities and Exchange Commission (the "SEC") and became automatically effective onJune 7, 2021 , as supplemented by a preliminary prospectus supplement filed with theSEC onJune 7, 2021 , and a final prospectus supplement filed with theSEC onJune 9, 2021 . The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, the Selling Shareholder and the Underwriter, customary conditions to closing and indemnification obligations of the Company, the Selling Shareholder and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, among other obligations of the parties. The representations, warranties, covenants and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this "Report") and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. Item 7.01 Regulation FD Disclosure. A copy of the press release announcing the closing of the Offering is furnished as Exhibit 99.1 to this Report. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedJune 8, 2021 , by and amongFB Financial Corporation ,James W. Ayers andKeefe, Bruyette & Woods, Inc. , A Stifel Company 99.1 Press Release datedJune 10, 2021 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source