variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management's current expectations, estimates, and/orand projections, about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond ourthe Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by usthe Company or any other person that such expectations, estimates, and/orand projections will be achieved. Accordingly, we caution youthe Company cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict and that are beyond our control. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date of this Annual Report, actualpredict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important

significant strategic focus until we implemented our current strategy in the Nashville metropolitan statistical area (“MSA”) in 2012. The successful implementation of this strategy, hasalong with strategic acquisitions, resulted in 949.6% deposit growth in thegrowing Nashville MSA from June 30, 2012 to June 30, 2019, making itinto our largest market with 54%45% of our total deposits.deposits as of June 30, 2021. Additionally, we expanded into the Huntsville, Alabama MSA in 2014 by opening a branch in Huntsville and loan production office in Florence, Alabama, which was

On February 14, 2020, the Company completed the acquisition ofacquired FNB Financial Corp. and its wholly ownedwholly-owned subsidiary, Farmers National Bank of Scottsville (collectively, "Farmers National"). Following the acquisition, Farmers National has fivewas merged into the Company with FB Financial Corporation continuing as the surviving entity. The transaction added four branches and reportedexpanded the Company's footprint into Kentucky. Under the terms of the agreement, the Company acquired total assets of $255.2$258.2 million, loans of $178.6$182.2 million and assumed total deposits of $206.0 million as of December 31, 2019. The Company issued$209.5 million. Farmers National shareholders received 954,797 shares of FBKthe Company's common stock as consideration in connection with the merger, in addition to approximately $15.0 million in cash consideration. Based on

The following tables show our deposit market share ranking among all banks and community banks (which we define as banks with less than $30 billion in assets) in Tennessee as of June 30, 20192021 (the most recent date where such information is publicly available). Of the 10 largest banks in the state based on total deposits, fivesix are national or regional banks, which we believe provides us with significant opportunities to gain market share from these banks.

profitability in our retail andconsumer, Consumer Direct, internet delivery channel. WeAdditionally, we have also successfully expanded our fee-based businessesbusiness to include more robust treasury management, trust and investment services and capital markets.markets revenue streams. We intend to continue emphasizing these business lines which we believe will serve as strong customer acquisition channels and provide us with a range of cross-selling opportunities, while making our business stronger and more profitable.

and is based on the sophistication of the risk measurement tools used to reflect the complexity and levels of assumed risk. We monitor risks and ensure compliance with our risk policies by timely reviewing risk positions and exceptions, investing in the technology to monitor credits, requiring senior management authority sign-off on larger credit requests and granting credit authority to bankers and officers based on demonstrated experience and expertise.exceptions. This monitoring process ensures that management’s decisions are implemented for all geographies, products and legal entities.entities with overview by the appropriate committees.

because our associates are FirstBank. They do the work; they serve our communities and they build relationships with our customers. As of December 31, 2019, we had 1,3772021, the Company employed 1,962 full-time equivalent associates and 22 part-time equivalent associates. with an average tenure of six years of service.

Any number of the provisions of the Regulatory Relief Act may have the effect of increasing our expenses, decreasing our revenues, or changing the activities in which we choose to engage. The environment in which banking organizations operate, including legislative and regulatory changes affecting capital, liquidity, supervision, permissible activities, corporate governance and compensation, changes in fiscal policy and steps to eliminate government support for banking organizations, may have long-term effects on the profitability of banking organizations that cannot now be foreseen.

The U.S. Basel III Capital Rules apply to all national and state banks and savings associations and most bank holding companies and savings and loan holding companies, which we collectively refer to herein as “covered” banking organizations. The requirements in the U.S. Basel III Capital Rules started to phase in on January 1, 2015, for many covered banking organizations, including the Company and the Bank and have beenwere fully phased-in as of January 1, 2019.

common stock plus related surplus, retained earnings, accumulated other comprehensive income, and limited amounts of minority interests that are in the formequity accounts of common stock. Additional Tier 1 Capital includes other perpetual instruments historically included in Tier 1 Capital, such as non-cumulative perpetual preferred stock.consolidated subsidiaries.

The U.S. Basel III Capital Rules also make important changes to the “prompt corrective action” framework discussed below in “Bank regulation: Capitalization levels and prompt corrective action.”

In addition, all FDIC-insured institutions are required to pay assessments to Under the Dodd-Frank Act, the FDIC to fund interest paymentshas adopted regulations that base deposit insurance assessments on bonds issued by the Financing Corporation, or FICO, a federal government corporation established to recapitalize the predecessor to the Savings Association Insurance Fund. FICO assessments are set quarterlytotal assets less capital rather than deposit liabilities and include off-balance sheet liabilities of institutions and their affiliates in risk-based assessments. After an institution's average assets exceed $10 billion over four quarters, the assessment rate was .520 (annual) basis pointsincreases compared to institutions at lower average asset levels. In addition, for all four quarterslarge institutions, the FDIC uses a performance score and a loss-severity score that are used to calculate an initial assessment rate. In calculating these scores, the FDIC uses a bank's capital level and supervisory ratings and certain financial measures to assess an institution's ability to withstand asset-related stress and funding-related stress. The FDIC has the ability to make discretionary adjustments to the total score based upon significant risk factors that are not adequately captured in 2017the calculations.

individuals where the aggregate amount exceeds an amount equal to 15% of an institution’s unimpaired capital and surplus plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank’s unimpaired capital and unimpaired surplus. Section 22(g) identifies limited circumstances in which the Bank is permitted to extend credit to executive officers.  

In December 2019, the FDIC and the OCC jointly proposed rules that would significantly change existing CRA regulations. The Riegle-Neal Interstate Bankingproposed rules were intended to increase bank activity in low- and Branching Efficiency Act of 1994, or Riegle-Neal Act, provides that adequately capitalizedmoderate-income communities where there is significant need for credit, more responsible lending, greater access to banking services, and managed bank holding companies are permittedimprovements to acquire banks in any state. Previously, undercritical infrastructure. The proposals change four key areas: (i) clarifying what activities qualify for CRA credit; (ii) updating where activities count for CRA credit; (iii) providing a more transparent and objective method for measuring CRA performance; and (iv) revising CRA-related data collection, record keeping, and reporting. However, the Riegle-Neal Act, a bank’s ability to branch into a particular state was largely dependent upon whether the state “opted in” to de novo interstate branching. Many statesFederal Reserve Board did not “opt-in,”join in that proposed rulemaking. In May 2020, the OCC issued its final CRA rule, which resultedwas later rescinded in branching restrictions in those states.December 2021. The Dodd-Frank Act amendedFDIC has not finalized the Riegle-Neal legal framework for interstate branchingrevisions to permit national banksits proposed CRA rule. In September 2020, the Federal Reserve Board issued an ANPR that invites public comment on an approach to modernize the regulations that implement the CRA by strengthening, clarifying, and state bankstailoring them to establish branches in any state if that state would permitreflect the establishmentcurrent banking landscape and better meet the core purpose of the branch by a state bank charteredCRA. The ANPR seeks feedback on ways to evaluate how banks meet the needs of low- and moderate-income communities and address inequities in that state. Under current Tennessee law,credit access. As such, we will continue to evaluate the impact of any changes to the regulations implementing the CRA and their impact to our bank may open branch offices throughout Tennessee with the prior approvalfinancial condition, results of the TDFI. All branching remains subject to applicable regulatory approval and adherence to applicable legal requirements.operations, and/or liquidity, which cannot be predicted at this time.

Likewise, the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC is responsible for helping to ensure that United States entities do not engage in transactions with the subjects of U.S. sanctions, as defined by various Executive Orders and Acts of Congress. Currently, OFAC administers and enforces comprehensive U.S. economic sanctions programs against certain specified countries/regions. In addition to the country/region-wide sanctions programs, OFAC also administers complete embargoes against individuals and entities identified on OFAC’s list of Specially Designated Nationals and Blocked Persons (“SDN List”).Persons. The SDN List includes over 7000thousands of parties that are located in many jurisdictions throughout the world, including in the United States and Europe. The Bank is responsible for determining whether any potential and/or existing clients appear on the SDN List or are owned or controlled by a person on the SDN List. If any client appears on the SDN List or is owned or controlled by a person or entity on the SDN List, such client’s account must be placed on hold and a blocking or rejection report, as appropriate and if required, must be filed within 10 business days with OFAC. In addition, if a client is a citizen of, has provided an address in, or is organized under the laws of any country or region for which OFAC maintains a comprehensive sanctions program, the Bank must take certain actions with respect to such clients as dictated under the relevant OFAC sanctions program. The Bank must maintain compliance with OFAC by implementing appropriate policies and procedures and by establishing a recordkeeping system that is reasonably appropriate to administer the Bank’s compliance program. The Bank has adopted policies, procedures and controls to comply with the BSA, the USA PATRIOT Act and OFAC regulations.

Settlement Procedures Act, among others. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with consumers when offering consumer financial products and services. The CFPB is also authorized to prevent any institution under its authority from engaging in an unfair, deceptive, or abusive act or practice in connection with consumer financial products and services. We are subject to multiple federal consumer protection statutes and regulations, including, but not limited to, those referenced above.

authorities. The Dodd-Frank Act also authorizedpermits states to adopt stricter consumer protection laws and state attorneys general to enforce consumer protection rules issued by the CFPB. As a result, the Bank operates in a stringent consumer compliance environment and may incur additional costs related to consumer protection compliance, including but not limited to potential costs associated with CFPB to establish certain minimum standards forexaminations, regulatory and enforcement actions and consumer-oriented litigation. The CFPB, other financial regulatory agencies, including the origination of residential mortgages, including a determination of the borrower’s ability to repay. Under the Dodd-Frank Act, financial institutions may not make a residential mortgage loan unless they make a “reasonable and good faith determination” that the consumer has a “reasonable ability” to repay the loan. The act allows borrowers to raise certain defenses to foreclosure but provides a full or partial safe harbor from such defenses for loans that are “qualified mortgages.” On January 10, 2013, the CFPB published final rules to, among other things, specify the types of income and assets that may be considered in the ability-to-repay determination, the permissible sources for verification, and the required methods of calculating the loan’s monthly payments. Since then the CFPB made certain modifications to these rules. The rules extend the requirement that creditors verify and document a borrower’s “income and assets” to include all “information” that creditors rely on in determining repayment ability. The rules also provide further examples of third-party documents that may be relied on for such verification, suchFederal Reserve, as government records and check-cashing or funds-transfer service receipts. The new rules were effective beginning on January 10, 2014. The rules also define “qualified mortgages,” imposing both underwriting standards—for example, a borrower’s debt-to-income ratio may not exceed 43%—and limits on the terms of their loans. Points and fees are subject to a relatively stringent cap, and the terms include a wide array of payments that may be made in the course of closing a loan. Certain loans, including interest-only loans and negative amortization loans, cannot be qualified mortgages.

The Volcker Rule generally prohibits a “banking entity” (which includes any insured depository institution, suchwell as the Bank, or any affiliate or subsidiary of such depository institution, such asDOJ, have, over the Company) from (i) engaging in proprietary trading and (ii) acquiring or retaining any ownership interest in, sponsoring, or engaging in certain transactions with, a “covered fund”. Both the proprietary trading and covered fund-related prohibitions are subject topast several years, pursued a number of exemptions and exclusions. The final regulations contain exemptions for, among others, market making, risk-mitigating hedging, underwriting, and trading in U.S. government and agency obligations and also permit certain ownership interests in certain types of fundsenforcement actions against depository institutions with respect to be retained. They also permit the offering and sponsoring of funds under certain conditions. In addition, the final regulations impose significant compliance and reporting obligations on banking entities.

The application of the purchase method of accounting in our acquisitions (and any future acquisitions) also will affect our allowance for loan losses. Under the purchase method of accounting, all acquired loans were recorded in our consolidated financial statements at their estimated fair value at the time of acquisition and any related allowance for loan loss was eliminated because credit quality, among other factors, was considered in the determination of fair value. To the extent that our estimates of fair value are too high, we will incur losses associated with the acquired loans. The allowance associated with our purchased credit impaired loans reflects deterioration in cash flows after they were acquired resulting from our quarterly re-estimation of cash flows, which involves complex cash flow projections and significant judgment on timing of loan resolution.

In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses and/or the recognition of further loan charge-offs, based on judgments different than those of management. Furthermore, if charge-offsreserve for unfunded commitments. The model is sensitive to changes in future periods exceed the allowance for loan losses, we will need additional provisions to

increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net incomemacroeconomic forecasts and possibly, capital, and may have a material adverse effect on our business, financial condition and results of operations.

We implemented CECL on January 1, 2020, which will result in an increase to the allowance for credit losses. In future periods, CECL may result in increased reserves during or in advance of an economic downturn. Because CECL recognizes the expected losses over the life of the loan at the time the loan is made, it is possible that CECL implementation may increase the cost of lending in the industry and result in slower loan growth and lower levels of net income and capital. The adoption of the CECL model may materially affect how we determine our allowance for credit losses and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of our allowance for credit losses.incorporates management judgment. If we are required to materially increase our level of allowance for credit losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

SeeThe application of the section captioned “Allowancepurchase method of accounting in our acquisitions (and any future acquisitions) also will affect our allowance for Loan Losses”credit losses. We are required to determine whether purchased loans held for investment have experienced more-than-insignificant deterioration in Part II, Item 7credit quality since origination. Loans that have experienced this level of this Report “Management’s Discussion and Analysisdeterioration in credit quality are subject to special accounting at initial recognition. We initially measure the amortized cost of Financial Condition and Resultsa purchase credit deteriorated loan by adding the acquisition date estimate of Operations”expected credit losses to the loan's purchase price (i.e. the "gross up" approach). If we have underestimated credit losses at recognition, we will incur additional expense in our provision for further discussion relatedcredit losses to our process for determining themaintain an appropriate level of allowance for credit losses on those loans.

LIBOR is used extensivelyslowdowns in the United States and globally as a benchmark for various commercial and financial contracts, including adjustable rate mortgages, corporate debt, interest rate swaps and other derivatives. LIBOR is set based on interest rate information reported by certain banks, which may stop reporting such information after 2021. It is uncertain at this time whether LIBOR will change or cease to exist or the extent to which those entering into financial contracts will transition to

From time to time, we evaluate and engage in the acquisitionsecondary market at a gain. In fact, when rates rise, we expect increasing industry-wide competitive pressures related to changing market conditions to reduce pricing margins and mortgage revenues generally. If our level of other banking organizations. We must satisfy a number of meaningful conditions before we can complete an acquisition of another bank or bank holding company, including federal and state bank regulatory approvals. The process for obtaining required regulatory approvals can be time-consuming and unpredictable and is subject to numerous regulatory and policy factors, a number of which are beyondmortgage production declines, our control. We may fail to pursue or to complete strategic and competitively significant acquisition opportunities as a result of the perceived difficulty or impossibility of obtaining required regulatory approvals in a timely manner or at all.

The market for acquisition targets is highly competitive, which may adversely affectcontinued profitability will depend upon our ability to find acquisition candidates that fitreduce our strategy and standards. We face significant competition in pursuing acquisition targetscosts commensurate with the reduction of revenue from other banks and financial institutions, many of which possess greater financial, human, technical and other resources than we do. Our ability to compete in acquiring target institutions will depend on our available financial resources to fund the acquisitions, including the amount of cash and cash equivalents we have and the liquidity and market price of our common stock. In addition, increased competition may also drive up the acquisition consideration that we will be required to pay in order to successfully capitalize on attractive acquisition opportunities. To the extent thatmortgage operations. If we are unable to find suitable acquisition targets, an important componentdo so, our continued profitability may be materially and adversely affected.

Acquisitionsthe $6.30 billion of financial institutions also involve operational risksmortgage loans held for sale that we closed. When mortgage loans are sold, whether as whole loans or pursuant to a securitization, we are required to make customary representations and uncertainties, such as unknown or contingent liabilities with no availablewarranties to purchasers, guarantors and insurers about the mortgage loans and the manner of recourse, exposure to unexpected problems such as asset quality, the retention of key employees and customers, and other issues that could negatively affect our business.in which they were originated. We may not be ablerequired to complete future acquisitionsrepurchase or if completed,substitute mortgage loans, or indemnify buyers against losses, in the event we may not be able to successfully integrate the operations, technology platforms, management, products and services of the entities that we acquirebreach certain representations or to realize our attempts to eliminate redundancies. The integration process may also require significant time and attention from our management that would otherwise be directed toward servicing existing business and developing new business. Failure to successfully integrate the entities we acquire into our existing operations in a timely manner may increase our operating costs significantly and adversely affect our business, financial condition and results of operations. Further, acquisitions typically involve the payment of a premium over book and market values and, therefore, some dilution of our tangible book value and net income per common share may occurwarranties in connection with any future acquisition,the sale of such loans. If repurchase and the carrying amountindemnity demands increase, such demands are valid claims and are in excess of any goodwill that we currently maintainour provision for potential losses, our liquidity, results of operations or may acquirefinancial condition may be subject to impairment in future periods.

If we continue to grow, we will face risks arising from our increased size. If we do not manage such growth effectively, we may be unable to realize the benefit from the investments in technology, infrastructurematerially and personnel that we have made to support our expansion. In addition, we may incur higher costs and realize less revenue growth than we expect, which would reduce our earnings and diminish our future prospects, and we may not be able to continue to implement our business strategy and successfully conduct our operations. Risks associated with failing to maintain effective financial and operational controls as we grow, such as maintaining appropriate loan underwriting procedures, information technology systems, determining adequate allowances for loan losses and complying with regulatory accounting requirements, including increased loan losses, reduced earnings and potential regulatory penalties and restrictions on growth, all could have a negative effect on our business, financial condition and results of operations.

On January 21, 2020,uncertainties associated with these efforts. In acquiring, developing or marketing new lines of business, products, product enhancements or services, we announcedmay invest significant time and resources, although there is no guarantee that these new lines of business, products, product enhancements or services will be successful or that we had executed an agreement to mergewill realize their expected benefits. Further, initial

complianceofferings of new products, product enhancements or other personnel, design and implement additional internal controls, or incur other significant expenses, any of whichservices could have a material adverse effect on our business, financial condition or results of operations.operation.

The following table shows the dividends that have been declared on our common stock with respect toof $0.44 per share for the periods indicated below. Per share amounts are presented to the nearest cent.  

Subsequent toyear ended December 31, 2019, our board of directors declared a dividend of $0.092021, compared to $0.36 per share to shareholdersfor the year ended December 31, 2020. The timing and amount of record asfuture dividends are at the discretion of February 15, 2020 payable March 2, 2020.

Any future determination or changes relating to our dividend policy will be made by ourthe board of directors and will depend onupon a number of factors including general and economic conditions, industry standards, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, banking regulations, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by the Bank to us, and such other factors as our board of directors may deem relevant.

As Our board of directors anticipates that we will continue to pay quarterly dividends in amounts determined based on the factors discussed above. However, there can be no assurance that we will continue to pay dividends on our common stock at the current levels or at all. For a more complete discussion on the restrictions on dividends, see “Business: Supervision and regulation: Restrictions on bank holding company any dividends paid by us are subject to various federaldividends”, “Business: Bank dividends”, “Management’s discussion and state regulatory limitationsanalysis: Holding company liquidity management”, and also may be subjectNote 15 “Dividend Restrictions“ in the notes to the ability of the Bank to make distributions or pay dividends to us. The Bank is also subject to various legal, regulatory and other restrictions on its ability to pay dividends and make other distributions and payments to us. Our ability to pay dividends is limited by minimum capital and other requirements prescribed by law and regulation. Furthermore, we are generally prohibited under Tennessee corporate law from making a distribution to a shareholder to the extent that, at the time of the distribution, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of its total liabilities plus (unless the charter permits otherwise) the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of any shareholders who may have preferential rights superior to those receiving the distribution. In addition, financing arrangements that we may enter into in the future may include restrictive covenants that may limit our ability to pay dividends.consolidated financial statements.