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. 4)*
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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) |
05/21/2026 (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
0.00 | ||||||||
| 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)
0 % | ||||||||
| 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. 4 to Schedule 13D (this "Amendment No. 4") is based on the Issuer's outstanding shares as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed May 4, 2026. See Item 5. This Amendment No. 4 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, Amendment No. 2 filed on April 21, 2025 and Amendment No. 3 filed on April 27, 2026 (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
17,692.00 | ||||||||
| 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)
0 % | ||||||||
| 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. 4 is based on the Issuer's outstanding shares as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed May 4, 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
11,584.00 | ||||||||
| 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)
0 % | ||||||||
| 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. 4 is based on the Issuer's outstanding shares as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed May 4, 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. 4 relates to the Common Stock, and amends and supplements the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 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. 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - (b) of the Schedule 13D are hereby amended and restated in their entirety as follows:
The Estate does not beneficially own any shares of the Issuer's Common Stock. James Jonathan Ayers beneficially owns 17,692 shares and James Austin McPherson beneficially owns 11,584 shares, or in each case less than 0.1%, of the Issuer's outstanding Common Stock based on 51,523,462 shares of Common Stock issued and outstanding as of April 30, 2026, as disclosed in the Issuer's Form 10-Q filed May 4, 2026. James Austin McPherson disclaims beneficial ownership of the shares of Common Stock owned by the McPherson Entities. | |
| (b) | Following the Issuer's 2026 Annual Meeting of Shareholders held on May 21, 2026 (the "Annual Meeting"), the Reporting Persons no longer retain voting control over the shares previously disposed of by the Estate as reported in the Schedule 13D. James Jonathan Ayers has sole voting and dispositive power over 17,692 shares of Common Stock reported in this Statement and James Austin McPherson has sole voting and dispositive power over 11,584 shares of Common Stock reported in this Statement.
The Reporting Persons each beneficially own less than 5% of the Common Stock. This amendment constitutes the final amendment, and the Reporting Persons do not intend to file further amendments. | |
| 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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