Estate of James W. Ayers (FBK) reshapes 13.7% FB Financial stake with 2.25M-share distribution

Rhea-AI Filing Summary

Estate of James W. Ayers filed Amendment No. 2 to its Schedule 13D for FB Financial Corporation, updating its ownership after an estate distribution. The Estate now beneficially owns 7,051,841 shares, and each of James Jonathan Ayers and James Austin McPherson beneficially owns over 7.0 million shares, or 13.7% of the common stock, based on 51,418,024 shares outstanding as of March 31, 2026. On April 17, 2026, the Estate distributed 2,250,000 shares of common stock without consideration to estate beneficiaries, while the co-executors retain voting control over those shares through the May 21, 2026 annual meeting due to the earlier record date. The amendment also clarifies that the co-executors currently hold the shares for investment and may buy, sell, or gift shares in the future, including for diversification, tax, and estate-planning purposes.

Insights

Equity ownership & governance analyst

Large estate holder updates FB Financial stake after 2.25M-share distribution.

The Estate of James W. Ayers and its co-executors continue to hold a sizable position in FB Financial. Each reporting person is shown with beneficial ownership of about 13.7%, anchored to 51,418,024 shares outstanding as of March 31, 2026.

On April 17, 2026, the Estate distributed 2,250,000 shares of common stock without consideration to estate beneficiaries. Despite this transfer, the Estate and co-executors retain voting control over these shares for the May 21, 2026 annual meeting because the record date was earlier.

The filing states the co-executors hold their directly owned shares for investment purposes and may acquire or dispose of shares in market or private transactions, including for diversification, tax, or gifting reasons. Overall, this looks like estate administration and ownership clarification rather than a strategic shift, so its impact appears neutral.

Key Figures

Estate beneficial ownership: 7,051,841 shares Ayers beneficial ownership: 7,069,533 shares McPherson beneficial ownership: 7,063,425 shares +5 more

8 metrics

Estate beneficial ownership 7,051,841 shares Estate of James W. Ayers beneficially owned common stock

Ayers beneficial ownership 7,069,533 shares James Jonathan Ayers beneficially owned common stock

McPherson beneficial ownership 7,063,425 shares James Austin McPherson beneficially owned common stock

Ownership percentage 13.7% Each reporting person’s stake in FB Financial common stock

Outstanding shares 51,418,024 shares FB Financial common shares outstanding as of March 31, 2026

Estate distribution 2,250,000 shares Shares distributed without consideration to estate beneficiaries on April 17, 2026

Annual meeting date May 21, 2026 2026 Annual Meeting of Shareholders for voting control reference

Record date March 27, 2026 Record date for 2026 Annual Meeting voting rights

Key Terms

beneficially owns, sole dispositive power, shared voting power, Schedule 13D, +2 more

6 terms

beneficially owns financial

"The Estate beneficially owns an aggregate of 7,051,841 shares, James Jonathan Ayers 7,069,533 shares, and James Austin McPherson 7,063,425 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole dispositive power financial

"The Estate directly holds and has sole dispositive power over 4,801,841 shares of Common Stock"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

shared voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 17,692.00 8 | Shared Voting Power 7,069,533.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Schedule 13D regulatory

"This Amendment No. 2 amends and supplements the originally filed with the U.S. Securities and Exchange Commission ... relating to the Reporting Persons' ownership of the Common Stock."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

estate plan financial

"other than distributing shares of Common Stock to the beneficiaries of the Estate in accordance with the terms of James W. Ayers' estate plan."

An estate plan is a practical roadmap that explains how a person's money, investments, property and important decisions should be handled during their lifetime and passed on after they die. For investors it matters because a clear plan helps preserve the value of assets, reduce taxes and avoid delays or disputes—like labeling and organizing the contents of a safe so heirs can access and use what you intended without costly confusion.

Annual Meeting of Shareholders financial

"the Issuer's 2026 Annual Meeting of Shareholders to be held on May 21, 2026 (the "Annual Meeting")"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

FB Financial Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

30257X104

(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)

04/17/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 30257X104

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)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,051,841.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,801,841.00
10	Shared Dispositive Power 0.00

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)

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. 2 to Schedule 13D (this "Amendment No. 2") 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. 2 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 (as amended, the "Schedule 13D"), relating to the Reporting Persons' ownership of the Common Stock.

SCHEDULE 13D

CUSIP Number(s): 30257X104

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)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,692.00
8	Shared Voting Power 7,069,533.00
9	Sole Dispositive Power 17,692.00
10	Shared Dispositive Power 4,819,533.00

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. 2 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.

SCHEDULE 13D

CUSIP Number(s): 30257X104

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)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,584.00
8	Shared Voting Power 7,063,425.00
9	Sole Dispositive Power 11,584.00
10	Shared Dispositive Power 4,813,425.00

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. 2 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.

SCHEDULE 13D

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. 2 relates to the Common Stock, and amends and supplements the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 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. 2.
Item 4.	Purpose of Transaction
	The second paragraph of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Each of James Jonathan Ayers and James Austin McPherson acquired and presently holds the shares of Common Stock that he beneficially owns directly for individual investment purposes. Other than as described in this Item 4, or otherwise in this Statement, neither James Jonathan Ayers nor James Austin McPherson (individually or in his capacity as co-executor of the Estate of James W. Ayers (the "Estate")) currently has any plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D other than distributing shares of Common Stock to the beneficiaries of the Estate in accordance with the terms of James W. Ayers' estate plan. In the foregoing capacities, each of Mr. Ayers and Mr. McPherson reserves the right, in light of his future evaluation of the Company's financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other relevant factors, to change his plans and intentions at any time and may, from time to time, dispose of or acquire additional shares of Common Stock in the open market or in private transactions, which may include sales for the purpose of diversifying investments, tax and estate planning purposes or family or charitable gifts.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (c) of the Schedule 13D are hereby amended and restated in their entirety as follows: The Estate beneficially owns an aggregate of 7,051,841 shares, James Jonathan Ayers 7,069,533 shares, and James Austin McPherson 7,063,425 shares, or in each case 13.7%, of the Issuer's outstanding Common Stock based on 51,418,024 shares of Common Stock issued and outstanding as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. James Jonathan Ayers and James Austin McPherson each disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the Estate. James Austin McPherson also disclaims beneficial ownership of the shares of Common Stock owned by the McPherson Entities.
(b)	The Estate directly holds and has sole dispositive power over 4,801,841 shares of Common Stock and has sole voting control over 7,051,841 shares of Common Stock reported in this Statement. Each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, share dispositive power and voting control over the shares of Common Stock as to which the Estate has sole dispositive power and voting control. 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. Due to the fact that the record date for the Issuer's 2026 Annual Meeting of Shareholders to be held on May 21, 2026 (the "Annual Meeting") was March 27, 2026, the Estate, and each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, retain voting control over the 2,250,000 shares described in Item 5(c) for the purposes of the Annual Meeting, but such voting control will be extinguished at the conclusion of the Annual Meeting.
(c)	On April 17, 2026, the Estate distributed 2,250,000 shares of Common Stock, without consideration, to beneficiaries 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.

Estate of James W. Ayers

Signature:	/s/ James Jonathan Ayers
Name/Title:	James Jonathan Ayers, Co-Executor
Date:	04/21/2026

Ayers J. Jonathan

Signature:	/s/ James Jonathan Ayers
Name/Title:	James Jonathan Ayers
Date:	04/21/2026

James Austin McPherson

Signature:	/s/ James Austin McPherson
Name/Title:	James Austin McPherson
Date:	04/21/2026

FAQ

How many FB Financial (FBK) shares does the Estate of James W. Ayers now beneficially own?

The Estate of James W. Ayers beneficially owns 7,051,841 shares of FB Financial common stock. This represents about 13.7% of the company’s outstanding common shares, based on 51,418,024 shares issued and outstanding as of March 31, 2026, from the company’s April 13, 2026 earnings release.

What percentage of FB Financial (FBK) does each co-executor report in this Schedule 13D/A?

Both co-executors, James Jonathan Ayers and James Austin McPherson, each report beneficial ownership of approximately 13.7% of FB Financial’s common stock. Their reported holdings are tied to 51,418,024 shares outstanding as of March 31, 2026, as disclosed in the company’s April 13, 2026 earnings release.

What is the 2,250,000-share distribution disclosed for FB Financial (FBK)?

On April 17, 2026, the Estate distributed 2,250,000 FB Financial common shares to estate beneficiaries without consideration. This reflects estate administration under James W. Ayers’ estate plan rather than a sale, though it changes how shares are held among beneficiaries and related reporting persons.

Why do the co-executors retain voting control of some FB Financial (FBK) shares after distribution?

The Estate and co-executors retain voting control over 2,250,000 distributed shares for the 2026 annual meeting because the record date was March 27, 2026. Their voting authority continues only through the May 21, 2026 meeting and is extinguished at its conclusion under the disclosed terms.

How many FB Financial (FBK) shares are outstanding in this Schedule 13D/A amendment?

The amendment bases all stated ownership percentages on 51,418,024 FB Financial common shares issued and outstanding as of March 31, 2026. That share count comes from the company’s earnings release issued on April 13, 2026, and is used to calculate each reporting person’s 13.7% beneficial ownership.

What future actions do the reporting persons contemplate regarding FB Financial (FBK) shares?

The co-executors state they currently hold their shares for individual investment purposes but may buy or sell shares in open-market or private transactions. Potential reasons include diversifying investments, tax and estate planning, or making family or charitable gifts, depending on future evaluations and conditions.