FB Financial and Southern States Announce Merger Agreement

FB Financial Corporation (“FB Financial”) (NYSE: FBK), the parent company of FirstBank, and Southern States Bancshares, Inc. (“Southern States”) (Nasdaq: SSBK), the parent company of Southern States Bank, jointly announced their entry into a definitive merger agreement pursuant to which Southern States will be merged with and into FB Financial.

Southern States is headquartered in Anniston, Alabama, with 15 branches across Alabama and Georgia, along with two loan production offices in the Atlanta MSA. Southern States’ core markets include a mix of community and metropolitan markets that match FB Financial’s desired areas for growth, including Atlanta, Auburn-Opelika, Birmingham, Columbus, and Huntsville. Southern States reported total assets of $2.8 billion, loans of $2.2 billion and deposits of $2.4 billion as of December 31, 2024.

FB Financial’s President and CEO Christopher T. Holmes commented, “We are thrilled about our proposed combination with Southern States. Southern States is an established community bank with a leading presence in the markets they serve. We are well-aligned culturally and look forward to continuing Southern States’ legacy of dedication and service to their customers.”

Southern States’ President and CEO, Mark A. Chambers, commented, “Our team is excited about this partnership and the opportunity it presents. We believe this transaction benefits all of our shareholders and customers, and the combined company will be well positioned to capitalize on talent and financial strength with an enhanced presence in exceptional markets.”

As part of the transaction, both Mr. Chambers and Lynn J. Joyce, Chief Financial Officer, plan to fill meaningful roles in the combined company. Other key employees and producers are also vital parts of the merger and will be offered employment arrangements with the combined company. Following the close of the transaction, one Southern States Director agreed upon by both companies, will be appointed to FB Financial’s Board of Directors.

Pursuant to the terms of the merger agreement, Southern States’ shareholders will receive 0.800 shares of FB Financial common stock for each share of Southern States stock. Based on FB Financial’s closing stock price of $47.05 per share as of March 28, 2025, the implied transaction value is approximately $37.64 per Southern States share, or $381 million, in the aggregate.

The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Southern States stockholders for FB Financial common stock they will receive.

The merger agreement has been unanimously approved by both companies’ boards of directors. The merger is expected to close late in the third quarter or early in the fourth quarter of 2025 and is subject to regulatory approvals, approval by FB Financial’s and Southern States’ shareholders and other customary closing conditions.