Form SCHEDULE 13D/A FB Financial Corp Filed by: Ayers J. Jonathan
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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FB Financial Corporation (Name of Issuer) |
Common Stock, par value $1.00 per share (Title of Class of Securities) |
(CUSIP Number) |
Estate of James W. Ayers c/o James Jonathan Ayers, 450 Tennessee Ave, Suite 101 Parsons, TN, 38363 615-866-5434 James Jonathan Ayers Co-Executor Estate of James W. Ayers, 450 Tennessee Avenue, Suite 101 Parsons, TN, 38363 615-866-5434 James Austin McPherson Co-Executor Estate of James W. Ayers, 6 N. Gill Street Hazelhurst, GA, 31539 615-866-5434 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Estate of James W. Ayers | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,051,841.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of the Issuer's outstanding shares of Common Stock, par value $1.00 per share ("Common Stock") represented by the aggregate number of shares of Common Stock reported as beneficially owned by the reporting persons (the "Reporting Persons") in this Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. See Item 5. This Amendment No. 3 amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission on May 9, 2025, as amended by Amendment No. 1 filed on November 18, 2025 and Amendment No. 2 filed on April 21, 2025 (as amended, the "Schedule 13D"), relating to the Reporting Persons' ownership of the Common Stock.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ayers J. Jonathan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,069,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage of outstanding Common Stock represented by the aggregate number of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Amendment No. 3 is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
James Austin McPherson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,063,425.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage of outstanding Common Stock represented by the aggregate number of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Amendment No. 3 is based on the Issuer's outstanding shares as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $1.00 per share | |
| (b) | Name of Issuer:
FB Financial Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1221 Broadway, Suite 1300, Nashville,
TENNESSEE
, 37203. | |
Item 1 Comment:
This Amendment No. 3 relates to the Common Stock, and amends and supplements the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D. There are no changes to the Schedule 13D except as set forth in this Amendment No. 3. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (b) | Item 5(b) - (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
The Estate has sole voting control over 7,051,841 shares of Common Stock reported in this Statement, and each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, shares voting control over these shares. The Reporting Persons retain voting control over these shares for the purposes of Issuer's 2026 Annual Meeting of Shareholders to be held on May 21, 2026 (the "Annual Meeting") due to the fact that the shares were disposed of as described in Item 5(c) below after March 27, 2026, the record date for the Annual Meeting, but such voting control will be extinguished at the conclusion of the Annual Meeting. James Jonathan Ayers has sole voting and dispositive power over a further 17,692 shares of Common Stock reported in this Statement and James Austin McPherson has sole voting and dispositive power over a further 11,584 shares of Common Stock reported in this Statement. | |
| (c) | On April 17, 2026, the Estate distributed 2,250,000 shares of Common Stock, without consideration, to a beneficiary of the Estate.
On April 23, 2026, the Estate distributed 2,400,921 shares of Common Stock, without consideration, to a beneficiary of the Estate.
On April 24, 2026, the Estate distributed 2,400,920 shares of Common Stock, without consideration, to a beneficiary of the Estate. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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