Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2021, FB Financial Corporation (the "Company") and Mr. James W. Ayers
(the "Selling Shareholder") entered into an underwriting agreement (the
"Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., A Stifel 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 on June 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 the Securities and Exchange
Commission (the "SEC") and became automatically effective on June 7, 2021, as
supplemented by a preliminary prospectus supplement filed with the SEC on June
7, 2021, and a final prospectus supplement filed with the SEC on June 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, dated June 8, 2021, by and among FB Financial
                              Corporation, James W. Ayers and Keefe, Bruyette & Woods, Inc.,     A Stifel
                              Company
99.1                            Press Release dated June 10, 2021
104                           Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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