UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________

FORM 11-K
______________________________________________________________


(Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-37875
_____________________________________________________________

    
A.Full title of the plan:

FirstBank 401(k) Savings Plan & Trust


B.    Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

FB Financial Corporation
211 Commerce Street, Suite 300
Nashville, TN 37201







Page
Report of Independent Registered Public Accounting Firm
3
Financial Statements
Statements of Net Assets Available for Benefits
5
Statement of Changes in Net Assets Available for Benefits
6
Notes to Financial Statements
7
Supplementary Information
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
13
Signatures
14
2



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Retirement Committee, Plan Administrator, and Plan Participants of the FirstBank 401(k) Savings Plan and Trust

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of FirstBank 401(k) Savings Plan and Trust (the "Plan") as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the year ended December 31, 2020, and the related notes to the financial statements (collectively, "the financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Information

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2020, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the



3


supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Horne LLP

We have served as the Plan's auditor since 2020.

Memphis, Tennessee
June 29, 2021
4

FirstBank 401(k) Savings Plan & Trust
Statements of Net Assets Available for Benefits
As of December 31, 2020 and 2019

2020 2019
Assets
Cash $ 87,804  $ 228,384 
Investments at fair value:
Mutual funds 81,921,081  60,591,422 
FB Financial Corporation common stock 389,943  75,064 
Total investments 82,311,024  60,666,486 
Receivables:
Notes receivable from participants 78,986  — 
Employer contributions 101,650  142,637 
Participant contributions 270,070  394,240 
450,706  536,877 
Net assets available for benefits $ 82,849,534  $ 61,431,747 
See accompanying notes to the financial statements.

5

FirstBank 401(k) Savings Plan & Trust
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2020

Additions
Investment income
Net appreciation in fair value of investments $ 10,293,531 
Interest and dividends 1,139,787 
11,433,318 
Interest income on notes receivable from participants 3,591 
Contributions
Participants 8,376,361 
Employer 2,992,485 
Rollovers 4,304,681 
Total contributions 15,673,527 
Total additions 27,110,436 
Deductions
Benefits paid to participants 5,751,645 
Administrative expenses 231,655 
Total deductions 5,983,300 
Net increase 21,127,136 
Transfers from other qualified plans 290,651 
Net assets available for benefits, beginning of year 61,431,747 
Net assets available for benefits, end of year $ 82,849,534 
See accompanying notes to the financial statements.
6

FirstBank 401(k) Savings Plan & Trust
Notes to Financial Statements
December 31, 2020 and 2019
Note 1. Description of the Plan

The following description of the FirstBank 401(k) Savings Plan and Trust (the “Plan”) provides only general information. Participants should refer to the plan agreement for a complete description of the Plan’s provisions.

As used in this report, references to “we,” “our,” “us,” “FB Financial,” or “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our wholly owned banking subsidiary, FirstBank, a Tennessee state-chartered bank, unless otherwise indicated or the context otherwise requires. References to “Bank” or “FirstBank” refer to FirstBank, our wholly owned banking subsidiary.

General:

The Plan is a defined contribution plan covering substantially all employees of FB Financial Corporation (the "Plan Sponsor") who have completed 90 days of full-time service or 12 months of part-time service and have attained the age of 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Plan assets are held in trust by State Street Bank and Trust Company (the “Trustee”).

Plan amendments:

Effective February 14, 2020, the Company completed its acquisition of FNB Financial Corp. and its wholly owned subsidiary, Farmers National Bank of Scottsville (collectively, "Farmers National"). Following the acquisition, Farmers National was merged into the Company with the Company continuing as the surviving entity.

Effective August 15, 2020, the Company completed its merger with Franklin Financial Network, Inc. and its wholly owned subsidiaries, including its bank subsidiary Franklin Synergy Bank (collectively “Franklin”), with the Company continuing as the surviving entity.

Following consummation of both 2020 acquisitions, the Farmers National Bank Employee Savings Plan and the Franklin Financial Network 401(k) Plan were terminated and the employees of the acquired entities were could make a withdrawal or rollover their accounts into the FirstBank 401(k) Savings Plan and Trust or any qualified plan. In connection with the acquisitions, the Plan was amended after each transaction to recognize prior service with Farmers National and Franklin. for purposes of eligibility and vesting.

Contributions:

Each year, participants may contribute pre-tax and/or Roth amounts up to the limitations set forth in the Internal Revenue Code (“IRC”), as defined in the Plan. Additionally, participants who have attained the age of 50 before the end of the plan year are also eligible to make catch-up contributions up to the limitations set forth in the IRC. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate initially set at three percent of eligible compensation and their contributions invested in a designated balanced fund until changed by the participant. The Company makes matching contributions on a payroll basis in the amount of 50 percent on the first six percent of eligible compensation, as defined, that individual participants contribute to the Plan.







7

FirstBank 401(k) Savings Plan & Trust
Notes to Financial Statements
December 31, 2020 and 2019
Note 1. Description of the Plan, Continued

Participant accounts:

Each participant’s account is credited with the participant’s contributions, Company matching contributions, and Plan earnings. Participant accounts are charged with an allocation of administrative expenses that are paid by the Plan. Allocations are based on participant earnings, account balances or specific participant transactions, as defined. The benefit to which a participant is entitled is the balance in the participant’s vested account.

Vesting:

Participants are vested immediately in their voluntary contributions plus earnings thereon. Vesting in the Plan Sponsor’s matching contribution portion of their accounts is based on years of continuous service. Vesting is on a ratable, three-year graduated basis, and participants are 100 percent vested after three years of credited service. In connection with the Company acquisitions closed in 2020, the Plan was amended after each purchase, to recognize prior service with Farmers National and Franklin for purposes of eligibility and vesting.

Notes receivable from participants:

As a result of the Company’s 2020 merger transactions previously described, participants that had both an account balance in their previous employer’s plan and an account that included a note receivable had these notes receivable transferred to the Plan. Participants had the option to rollover their loan or let it default and suffer the associated tax penalty. The loans are secured by the balance in the participant’s account and bear interest at 1% above the Prime Rate. At December 31, 2020, the Prime Rate was 3.25%. On December 31, 2020, the interest rate on all outstanding participant loans was from 4.50% to 6.50% with maturity dates ranging from August 2021 to December 2024. The interest rate is fixed for the life of the loan. Principal and interest is paid ratably through payroll deductions.

Payment of benefits:

On termination of service, a participant will receive an amount equal to the value of the participant’s vested interest in his or her account in a lump-sum amount as provided by the Plan. Hardship distributions are permitted upon demonstration of financial hardship, as defined. All fully vested balances are available for distribution after the participant reaches the age of 59 1/2.

Forfeited accounts:

At December 31, 2020 and 2019, forfeited accounts totaled $67,855 and $180,757, respectively. These accounts are used to a) pay plan expenses, and b) to reduce future Plan Sponsor contributions. During 2020, plan expenses of $94,811 were paid from forfeited accounts. Plan Sponsor contributions were reduced $116,524 by forfeited accounts in 2020.

Note 2. Summary of Significant Accounting Policies

Basis of accounting:

The financial statements of the Plan are prepared on the accrual basis of accounting.

Use of estimates:

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein. Actual results could differ from those estimates.
8

FirstBank 401(k) Savings Plan & Trust
Notes to Financial Statements
December 31, 2020 and 2019
Note 2. Summary of Significant Accounting Policies, Continued

Investment valuation and income recognition:

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s Retirement Committee determines the Plan’s valuation policies utilizing information provided by the Trustee. See Note 3 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes receivable from participants:

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2020 related to these notes receivable.

Payment of benefits:

Benefits are recorded when paid.

Expenses:

Certain expenses of maintaining the Plan are paid directly by the Plan Sponsor and are excluded from these financial statements. Fees related to the administration of distributions are charged directly to the participant’s account and are included in administrative expenses. Investment related expenses are included in net appreciation in fair value of investments.

Recently issued accounting pronouncements:

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The update became effective on January 1, 2020 and did not have a significant impact on the Plan's financial statements or disclosures.

9

FirstBank 401(k) Savings Plan & Trust
Notes to Financial Statements
December 31, 2020 and 2019
Note 3. Fair Value Measurements

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows:
Level 1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2:
Inputs to the valuation methodology include:
Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets;
Inputs other than quoted prices that are observable for the asset or liability; and
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2020 and 2019.

Cash: Consists of both interest-bearing and non-interest bearing accounts held by the Trustee. Interest-bearing accounts are considered highly liquid with maturities of three months or less when purchased.

Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

FB Financial Corporation common stock: Valued at the closing price reported on the active market on which the security is traded.

10

FirstBank 401(k) Savings Plan & Trust
Notes to Financial Statements
December 31, 2020 and 2019
Note 3. Fair Value Measurements, Continued

The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value:

December 31, 2020
Level 1 Level 2 Level 3 Total
Cash $ 87,804  $ —  $ —  $ 87,804 
Mutual funds 81,921,081  —  —  81,921,081 
FB Financial Corporation common stock 389,943  —  —  389,943 
$ 82,398,828  $ —  $ —  $ 82,398,828 
December 31, 2019
Level 1 Level 2 Level 3 Total
Cash $ 228,384  $ —  $ —  $ 228,384 
Mutual funds 60,591,422  —  —  60,591,422 
FB Financial Corporation common stock 75,064  —  —  75,064 
$ 60,894,870  $ —  $ —  $ 60,894,870 

Note 4. Related-Party and Party in Interest Transactions

Effective January 1, 2019, the Plan introduced shares of the Plan Sponsor’s common stock as an investment option for participants. Participants have the ability to invest up to 20% of their respective plan accounts into the Plan Sponsor’s common stock. At December 31, 2020 and 2019, the Plan held 11,228 and 1,847 shares, respectively, of the Plan Sponsor’s common stock.

Certain Plan investments are managed by TransAmerica Retirement Solutions, LLC. TransAmerica Retirement Solutions, LLC is the recordkeeper as defined by the Plan and, therefore, these transactions qualify as party in interest transactions. Fees incurred by the Plan for the investment management services are included in net appreciation in fair value of the investment, as they are paid through revenue sharing, rather than a direct payment. The Plan made direct payments to TransAmerica Retirement Solutions, LLC totaling $120,168 which were not covered by revenue sharing. The Plan Sponsor directly pays any other fees related to the Plan’s operations.

Note 5. Plan Termination

Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions.

11

FirstBank 401(k) Savings Plan & Trust
Notes to Financial Statements
December 31, 2020 and 2019
Note 6. Tax Status

The Plan Sponsor has adopted the Plan based on a volume submitter plan document sponsored by TransAmerica Retirement Solutions, LLC. TransAmerica Retirement Solutions, LLC has received an opinion letter from the IRS dated March 31, 2014, that states that the form of the volume submitter plan is acceptable under Section 401 of the IRC. The Plan has been amended since the volume submitter plan received the opinion letter. The Plan Sponsor and the plan administrator believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2020 and 2019, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Note 7. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the 2020 statement of net assets available for benefits.

On March 11, 2020, the World Health Organization characterized coronavirus (“COVID-19”) as a pandemic. As a result of COVID-19, there has been heightened market risk and volatility associated with the pandemic, which could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. Although market conditions have shown improvement subsequent to December 31, 2020, there continues to be uncertainty regarding the long term effects on the global economy and plan management is unable to estimate the total impact the pandemic will have on participant accounts.

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FirstBank 401(k) Savings Plan & Trust
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) EIN 62-1216058, Plan No. 001
As of December 31, 2020
(a) (b) (c) (d) (e)
Identity of issue, borrower, lessor, or similar party Description of investment including maturity date, rate of interest, collateral, and par or maturity value Cost Market value
*State Street Bank & Trust Co. Cash Reserve Account, interest-bearing $ 87,804 
* FB Financial Corporation FB Financial Corporation common stock  ** $ 389,943 
American Funds American Funds 2010 Trgt Date Retire R6  ** $ 868,627 
American Funds American Funds 2015 Trgt Date Retire R6  ** 1,683,111 
American Funds American Funds 2020 Trgt Date Retire R6  ** 5,698,390 
American Funds American Funds 2025 Trgt Date Retire R6  ** 10,012,461 
American Funds American Funds 2030 Trgt Date Retire R6  ** 11,149,556 
American Funds American Funds 2035 Trgt Date Retire R6  ** 11,611,053 
American Funds American Funds 2040 Trgt Date Retire R6  ** 7,003,225 
American Funds American Funds 2045 Trgt Date Retire R6  ** 5,878,550 
American Funds American Funds 2050 Trgt Date Retire R6  ** 4,318,414 
American Funds American Funds 2055 Trgt Date Retire R6  ** 2,141,999 
American Funds American Funds 2060 Trgt Date Retire R6  ** 746,302 
American Funds American Funds Balanced R6  ** 212,221 
American Funds American Funds Growth Fund of America R6  ** 2,573,577 
American Funds American Funds New Perspective R6  ** 1,627,264 
American Funds American Funds Washington Mutual R6  ** 880,305 
Delaware Funds Delaware Small Cap Val Instl  ** 262,624 
Harbor Harbor Small Cap Growth Retirement  ** 1,060,952 
Lord Abbett Lord Abbett High Yield R6  ** 169,647 
MassMutual MassMutual Select Mid Cap Growth I  ** 820,799 
MFS MFS Total Return Bond R6  ** 273,900 
Schwab Schwab Small Cap Index  ** 716,070 
* Transamerica Transamerica International Equity R6  ** 412,959 
Vanguard Vanguard 500 Index Adm  ** 4,515,254 
Vanguard Vanguard Federal Money Market  ** 4,151,179 
Vanguard Vanguard LifeStrategy Conservative Growth  ** 27,849 
Vanguard Vanguard LifeStrategy Growth  ** 495,926 
Vanguard Vanguard LifeStrategy Income  ** 255,402 
Vanguard Vanguard LifeStrategy Moderate Growth  ** 174,271 
Vanguard Vanguard Mid Cap Index Adm  ** 1,240,950 
Vanguard Vanguard Short Term Investment Grade Adm  ** 569,899 
Well Fargo Funds Wells Fargo Spec Mid Cap Val R6  ** 368,345 
81,921,081 
*Notes receivable from participants (4.50% - 6.50%) 78,986 
$ 82,477,814 
* Indicates a party-in-interest to the Plan
** Cost information omitted due to participant directed funds
13


Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


FirstBank 401(k) Savings Plan and Trust
/s/ Beth W. Sims
June 29, 2021 Beth W. Sims
Chairman of the Retirement Committee of the Board of Directors
/s/ Michael M. Mettee
June 29, 2021 Michael M. Mettee
Chief Financial Officer
14




EXHIBIT INDEX


Exhibit Number Description
23.1
15
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in Registration Statements No. 333-221149 on Form S-3 and Nos. 333-213703 and 333-228922 on Forms S-8 of FB Financial Corporation for First Bank 401(k) Savings Plan and Trust of our report dated June 29, 2021, relating to our audit of the financial statements and supplemental schedule of First Bank 401(k) Savings Plan and Trust, which appears in this Annual Report on Form 11-K of First Bank 401(k) Savings Plan and Trust for the year ended December 31, 2020.

/s/ Horne LLP
Memphis, Tennessee
June 29, 2021