The $100M sub-debt issuance is a routine capital optimization for a well-capitalized bank (11.0% CET1). The key credit positive is the pro forma total capital ratio rising to 13.5%, providing a larger equity cushion. Monitor the pricing of the notes to gauge market demand and the final coupon, which will determine the cost of this Tier 2 capital.
Price Chart
Executive Summary
FB Financial Corp filed an 8-K on September 21, 2026, providing an investor presentation for a $100 million SEC-registered offering of Fixed-to-Floating Rate Subordinated Notes due 2036. The presentation details the company's financial performance, credit profile, and the terms of the subordinated debt offering. The offering is a routine capital management transaction for a well-capitalized regional bank, with proceeds intended for general corporate purposes and to support bank subsidiary growth.
Key Facts
- FB Financial Corp is offering $100 million in Fixed-to-Floating Rate Subordinated Notes due 2036.
- The notes are SEC registered, have a 10-year term, and are callable after 5 years.
- Expected security rating is BBB (Stable) by Kroll Bond Rating Agency.
- Proceeds will be used for general corporate purposes, including providing capital to FirstBank to support its growth.
- As of Q2 2026, FBK had $16.8 billion in assets, $12.9 billion in loans, and $14.3 billion in deposits.
- Q2 2026 GAAP diluted EPS was $1.13, adjusted diluted EPS was $1.14.
- Net interest margin (FTE) was 3.95% in Q2 2026, up 27 bps year-over-year.
- CET1 ratio was 11.0%, total capital ratio was 12.9%, and tangible common equity to tangible assets was 9.5%.
- The pro forma total capital ratio after the $100 million sub debt issuance would increase to 13.5%.
- Net charge-off ratio was 0.06% annualized in Q2 2026.
- The company completed a merger with Southern States Bancshares, Inc. (SSBK) in July 2025.
Financial Impact
$100 million subordinated notes offering; pro forma total capital ratio increases from 12.9% to 13.5%
Risk Factors
- Interest rate risk from rising rates on the floating-rate portion of the notes.
- Potential for modest dilution to common equity holders from the incremental debt service cost.
- Double leverage ratio increases to 106.1% on a pro forma basis, which is above 100%.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-101666 |
| Document: ea0306004-8k_fbfinancial.htm | 0001213900-26-101666 |
| Document: 0001213900-26-101666-index-headers.html | 0001213900-26-101666 |
| Document: 0001213900-26-101666-index.html | 0001213900-26-101666 |
| Document: 0001213900-26-101666.txt | 0001213900-26-101666 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 4d ago | Insider Buy | $53.62 $53.46 | ▼ −0.30% | ▲ +0.22% | $53.46 (−0.30%) |
Oct 13, 2026 13d ago | 8-K | $50.72 $50.38 | ▼ −0.67% | ▲ +0.41% | $53.46 (+5.40%) |
Sep 21, 2026 5w ago | 424B5 | $53.60 $53.20 | ▼ −0.75% | ▼ −0.73% | $53.46 (−0.26%) |
Sep 21, 2026 5w ago | 8-K | $53.60 $53.20 | ▼ −0.75% | ▼ −0.73% | $53.46 (−0.26%) |
Sep 17, 2026 5w ago | 8-K | $53.50 $53.36 | ▼ −0.26% | ▼ −0.14% | $53.46 (−0.07%) |
Jul 15, 2026 14w ago | 144 | $60.42 $59.96 | ▼ −0.76% | ▲ +0.23% | $53.46 (−11.52%) |
May 13, 2026 23w ago | 8-K | $51.75 $51.30 | ▼ −0.87% | ▲ +0.36% | $53.46 (+3.30%) |
Apr 13, 2026 27w ago | 8-K | $54.48 $54.21 | ▼ −0.50% | ▼ −1.27% | $53.46 (−1.88%) |
US Market Status
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