FB Financial (NYSE: FBK) Ayers-related holders drop below 5% ownership

Rhea-AI Filing Summary

FB Financial Corporation’s shareholder group led by the Estate of James W. Ayers has effectively exited its large‑holder status. The Estate now reports beneficial ownership of 0 shares of common stock. Co‑executor James Jonathan Ayers reports 17,692 shares, and co‑executor James Austin McPherson reports 11,584 shares.

Based on 51,523,462 common shares outstanding as of April 30, 2026, each of these individual positions is under 0.1% of the company and below the 5% Schedule 13D reporting threshold. The filers state this is their final amendment and that they do not intend to submit further updates.

Key Figures

Estate holdings: 0 shares Ayers holdings: 17,692 shares McPherson holdings: 11,584 shares +2 more

5 metrics

Estate holdings 0 shares Estate of James W. Ayers beneficial ownership

Ayers holdings 17,692 shares James Jonathan Ayers beneficial ownership

McPherson holdings 11,584 shares James Austin McPherson beneficial ownership

Shares outstanding 51,523,462 shares Common stock outstanding as of April 30, 2026

Ownership level <5% of common stock Each reporting person’s beneficial ownership

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Form 10-Q, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 0.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

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

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power 17,692.00"

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.

Form 10-Q regulatory

"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"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Annual Meeting of Shareholders financial

"Following the Issuer's 2026 Annual Meeting of Shareholders held on May 21, 2026"

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

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).

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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)

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

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 0.00
9	Sole Dispositive Power 17,692.00
10	Shared Dispositive Power 0.00

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)

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

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 0.00
9	Sole Dispositive Power 11,584.00
10	Shared Dispositive Power 0.00

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)

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

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.

Estate of James W. Ayers

Signature:	/s/ James Jonathan Ayers
Name/Title:	James Jonathan Ayers, Co-Executor
Date:	05/22/2026

Ayers J. Jonathan

Signature:	/s/ James Jonathan Ayers
Name/Title:	James Jonathan Ayers
Date:	05/22/2026

James Austin McPherson

Signature:	/s/ James Austin McPherson
Name/Title:	James Austin McPherson
Date:	05/22/2026

FAQ

What does this Schedule 13D/A say about FBK’s large shareholder?

The filing shows the Estate of James W. Ayers no longer beneficially owns any FB Financial common shares. Formerly a significant holder, the Estate’s position is now reported as zero, meaning it no longer meets the Schedule 13D reporting threshold.

How many FB Financial (FBK) shares does James Jonathan Ayers now own?

The filing reports that James Jonathan Ayers beneficially owns 17,692 FB Financial common shares. This represents less than 0.1% of the company’s 51,523,462 shares outstanding as of April 30, 2026, placing him below the 5% reporting threshold.

How many FB Financial (FBK) shares does James Austin McPherson own?

The document states that James Austin McPherson beneficially owns 11,584 FB Financial common shares. This also represents less than 0.1% of the 51,523,462 shares outstanding as of April 30, 2026, and is below the 5% Schedule 13D reporting threshold.

What is the significance of the 51,523,462 FB Financial shares outstanding?

The 51,523,462 shares figure is used to calculate ownership percentages for each reporting person. With this denominator, the reported holdings of 17,692 and 11,584 shares each amount to less than 0.1% of FB Financial’s outstanding common stock as of April 30, 2026.

Do the reporting persons still control more than 5% of FB Financial (FBK)?

No, each reporting person now holds less than 5% of FB Financial’s common stock. The Estate reports zero shares, and the individual holdings of 17,692 and 11,584 shares both fall below the 5% beneficial ownership threshold that normally triggers Schedule 13D reporting.

Is this the final Schedule 13D amendment for the Ayers estate in FBK?

Yes. The filing explicitly states this amendment is the final amendment and that the reporting persons do not intend to file further amendments. That reflects their current positions being below the 5% beneficial ownership reporting level.